EATON VANCE MANAGEMENT

Eaton Vance and its advisory affiliates represent the investment management division of Morgan Stanley, a publicly held company (“Morgan Stanley”). We are a wholly owned subsidiary of Morgan Stanley, a corporation whose shares are publicly held and traded on the New York Stock Exchange under the symbol “MS”. Morgan Stanley is a leading global financial services firm providing investment banking, securities, wealth management and investment management services. With offices in more than 41 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions, and individuals. Eaton Vance and its predecessor organizations have been providing investment advice since 1924.

Overview Eaton Vance offers advisory services in a variety of equity, income, mixed-asset and alternative strategies. Eaton Vance’s evaluation of investment alternatives generally places primary emphasis and reliance upon fundamental analysis of issuers of equity and debt securities; political, economic, and industry developments; money and capital market conditions, with attention to interest rate patterns; and any other factors that, in Eaton Vance’s judgment, could have an impact on the value of an investment. Eaton Vance provides investment advisory services to investment companies registered pursuant to the Investment Company Act of 1940, as amended (“Investment Company Act”), private investment vehicles and offshore pooled vehicles sponsored by Eaton Vance and its affiliates and provides sub-advisory services to registered investment companies and other pooled investment vehicles sponsored by unaffiliated parties who serve as the primary investment adviser (collectively, “Funds”). Eaton Vance also advises separately managed accounts for a wide range of institutional clients. In addition, Eaton Vance provides investment advice to individual retail investors through various bundled “wrap fee” programs (“Wrap Fee Programs”) and other platforms sponsored by certain broker-dealers and/or investment advisers (“Sponsor(s)”), including an affiliate of Eaton Vance.

Separate Accounts Eaton Vance provides investment advisory services through separately managed accounts to a variety of institutional clients, including business organizations, public and private pensions, trusts, foundations, charitable organizations, hospitals, labor unions, religious organizations, endowment funds, insurance companies, educational institutions, sovereign wealth funds and other entities (“Institutional Accounts”). The advisory services for these accounts are tailored to each client based on its individual investment objectives. Before establishing an Institutional Account, Eaton Vance and the client discuss the available investment strategies and the client’s investment objectives. Investment in certain securities or types of securities can be restricted at the request of the client. See Appendix A – Fee Schedules for a list of strategies offered for Institutional Accounts.

Wrap Fee and Platform Programs Our investment advisory services are available through Wrap Fee Programs offered through Sponsors, including an affiliate of Eaton Vance, to individual investors, including high net worth and other retail investors. As used herein, the term Sponsor includes overlay managers to the extent a Wrap Fee Program utilizes an overlay manager. Investors that participate in these Wrap Fee Programs enter into a single agreement with the applicable Sponsor for our advisory services, as well as other bundled services. For a single “wrap” fee (which is paid to the Sponsor and the Sponsor then pays a portion to us) the Sponsors offer our investment advisory services to their separately managed account clients and are generally, depending on the program, primarily responsible for: i. Monitoring and evaluating our performance;

ii. Executing client portfolio transactions typically without additional commission charge (except that the client will be charged an added commission charge if we use a broker other than the Sponsor to execute trades);

iii. Providing custodial services for clients’ assets;

iv. Ensuring adherence to client guidelines, restrictions and/or client instructions; and/or v. Providing tax management services. We participate in certain Wrap Fee Programs pursuant to which we provide the Sponsors with a model portfolio that represents the securities we recommend in accordance with a particular investment strategy (the “Model Portfolio”). In most instances, we will communicate our recommendations comprising the Model Portfolio, and any changes thereto, to the Sponsors, who serve as investment advisers to the Wrap Fee Program clients and are responsible for implementation of any client-specific investment restrictions and for determining the suitability of our investment strategy for the client. In most instances, unless otherwise agreed, the Sponsor will exercise investment discretion with respect to securities that are purchased or sold for clients of such Model Portfolio Wrap Fee Programs and will be responsible for executing trades and seeking best execution for such Wrap Fee Program accounts. In addition to offering our advisory services through Wrap Fee Programs in the manner described above, certain separately managed accounts are offered to retail investors through what’s known as “dual contract” arrangements (a client will pay the Sponsor a fee and will also pay Eaton Vance an advisory fee) in which a Sponsor and its client enter into an agreement with regard to the Sponsor’s overall management of the client’s assets pursuant to which the Sponsor identifies managers that offer particular strategies or products that the Sponsor believes are suitable for each client. Either the Sponsor or the client then selects the particular strategy or product and the applicable manager to manage portions of the client’s portfolio. In a dual contract arrangement, Eaton Vance generally has separate agreements with the Sponsor and each applicable client, the latter of which outlines the scope and limitations of the advisory relationship between Eaton Vance and the client. In such arrangements, the Sponsor, who itself has a client relationship with the client, and/or the client are generally responsible for determining whether a strategy offered by Eaton Vance is suitable and appropriate for the client based on its investment objectives, risk tolerance and financial situation. Under these arrangements, the client can impose restrictions on investing in certain securities through the Sponsor or Eaton Vance, if applicable. Wrap Fee Program accounts might not be managed identically to Institutional Accounts. Purchases that are implemented for Institutional Accounts will not always be reflected or fully reflected in a Wrap Fee Program account that follows the same or a substantially similar strategy. For example, certain Wrap Fee Program accounts are constructed and managed with position thresholds and parameters around new positions and changes to weightings in existing positions. These guidelines are specific to Wrap Fee Programs and will generally not apply to Institutional Accounts. For further discussion on the impacts of restrictions on trading, please refer to Item 12 – Brokerage Practices, “Directed, Restricted or Constrained Brokerage Arrangements; Wrap Fee Programs”.

Further Information For additional information regarding the specific investment strategies we employ please refer to Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss.

Assets Under Management As of December 31, 2025, we had approximately $97,020,545,041 in assets under management, all on a discretionary basis.

Management Fees Our fees and minimum initial investments for a client could vary from the applicable schedules, attached as Appendix A, due to the particular circumstances of the client or as otherwise negotiated with particular clients, including clients in certain funds and pooled investment vehicles. Fees are generally quoted on an annualized basis as a percentage of client assets under management. Fee rates and schedules for Funds can vary and are disclosed within the applicable Fund offering documents. Participants in Wrap Programs or platform programs should consult the brochure provided by the Wrap Program or their intermediary. Depending upon the account’s investment objectives, strategies and restrictions, holdings in a client’s account could include real estate investment trusts (“REITS”), investment companies (including exchange traded funds or “ETFs”), collateralized loan obligations (“CLOs”) and other pooled vehicles for which a separate management fee is charged, including investment companies and other pooled vehicles advised by us or a related person. All advisory fees charged by Eaton Vance are documented in writing in the client’s investment management agreement with Eaton Vance, as such agreement can be amended from time to time. While the fees in Appendix A are quoted annually, unless otherwise agreed, fees are generally charged quarterly in arrears at a rate of ¼ of the stated fee schedule based on current or quarter-average market values. Timing of fee payments and method of calculation for particular clients can vary in accordance with client preferences. Typically, our services are terminable by either party upon written notification in accordance with the applicable contractual notice provision. Upon termination the fees described above (including performance fees, if any) generally will be prorated to take account of contributions and withdrawals during a quarter and where Eaton Vance does not manage the account for the entire calendar quarter. The fees described herein are only the advisory fees charged by us and do not reflect custodial or other fees that could be applicable to your account. Further discussion of such expenses appears below under “Other Expenses Charged to Clients/ Fee Discounts”. Clients can elect to be billed directly for fees or can authorize Eaton Vance to directly bill fees to the client’s custodial account. Unless otherwise provided in an investment advisory contract, Eaton Vance is frequently responsible for calculating the fees owed by a client. Eaton Vance will calculate the billable assets for which Eaton Vance has investment discretion according to its internal accounting system or based on valuation provided by a client’s custodian.

Separately Managed Accounts The fees we charge for separate account management services vary based on the particular circumstances of the client or as otherwise negotiated. Our services are terminable by either party in accordance with the applicable contractual notice provision. Generally, fees on separately managed accounts (“SMA”) are billed quarterly in arrears, however, in some cases they are billed quarterly in advance. The timing of fee payments will vary in accordance with clients’ preferences. In addition to being subject to the fees we charge, the portion of each client account that is invested in a fund will also bear a proportionate share of the advisory fees and other expenses of the fund; however, such fees and expenses can be waived and/or rebated at our discretion. In the case of certain separately managed accounts, additional fees are charged by us for additional reporting or consulting services requested by the client.

Wrap Fee Programs The fees described herein do not include information about fees for advisory services we provide through Wrap Fee Programs, and we would direct the client to the documents specific to their Wrap Fee Program. The terms of each client’s separately managed account in a Wrap Fee Program are governed by the client’s agreement with the Sponsor and disclosure document for each Wrap Fee Program. Wrap Fee Program clients are urged to refer to the appropriate disclosure document and client agreement for more information about the Wrap Fee Program and advisory services. Similarly, dual-contract clients should refer to their agreement with their program Sponsor, as applicable, the disclosure document for the applicable program, and the client's agreement with us, which will vary depending on the strategy

selected. The fees for a Wrap Fee Program can result in higher costs than a client would otherwise realize by paying standard fees and negotiating separate arrangements for trade execution, custodial and consulting services. Our advisory services are offered through Wrap Fee Programs that are sponsored by Eaton Vance affiliates, as well as through unaffiliated Wrap Fee Programs. Eaton Vance and its affiliates will generally earn more compensation for advisory services offered through an affiliated Wrap Fee Program than offering the same services through a Wrap Fee Program with an unaffiliated Sponsor. Item 12 – Brokerage Practices further describes the factors that we consider in selecting or recommending brokerdealers for client transactions and determining the reasonableness of their compensation.

Other Expenses Charged to Clients/Fee Discounts Eaton Vance’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. Such expenses will be assessed to the client. Clients are responsible for certain charges imposed by custodians, brokerdealers and other third parties, including but not limited to: fees charged by third-party managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, withholding fees, country tax or delivery fees, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Certain Eaton Vance investment strategies invest in mutual funds, closed-end funds, exchange-traded notes and ETFs which charge shareholders with management fees. These fees are disclosed in the fund’s or ETF’s prospectus or offering memorandum. For more information about Eaton Vance’s brokerage practices, see Item 12 - Brokerage Practices below. Fees and expenses investors in Funds should expect to incur could include, but are not limited to, management fees, operating expenses and performance-based incentive fees or allocation of expenses of underlying investment funds. Operating expenses typically consist administration fees, professional fees (i.e., audit and legal fees), and other operating expenses. Expenses vary depending on the particular Fund. Accordingly, Fund investors should refer to each particular Fund’s governing documents for a detailed discussion of the expenses the Fund and its investors will or could bear. Depending upon the terms of particular arrangements with clients, we could select or recommend that certain service providers (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants, and investment or commercial banking firms) and/or their affiliates perform services for clients, the cost of which generally will be borne by the advisory client. These service providers, in some cases, also provide goods or services to or have business, personal, political, financial or other relationships with us or our affiliates. Such service providers could be investors in a fund, our affiliates, sources of investment opportunities or co-investors. These other services and relationships have the potential to influence us in deciding whether to select or recommend such a service provider to perform services for clients. Notwithstanding the foregoing, if Eaton Vance has discretion when making investment transactions on behalf of clients that require the use of a broker-dealer, we have a duty to seek “best execution” (i.e., the most favorable overall price and execution) and select broker-dealers for the execution of transactions accordingly as detailed in “Best Execution and Brokerage Selection Factors” section of Item 12 – Brokerage Practices. In certain circumstances, service providers, or their affiliates charge different rates or have different arrangements for services provided to Morgan Stanley, us or our affiliates as compared to services provided to the clients, which, from time to time, result in more favorable rates or arrangements for Morgan Stanley or our affiliates than those payable by our clients. From time to time, we will be required to decide whether and to what extent costs and expenses are borne by a client, us, allocated among more than one client, or allocated among one or more clients and us. When expenses apply to more than one client, we will exercise our reasonable judgment when making allocation determinations. Clients and investors in Funds advised by us are generally required to bear out-of-pocket costs and expenses incurred in connection with deals that are not ultimately completed. Typically, these expenses include (i) legal, accounting, advisory, consulting or other third-party expenses in connection with making an investment that is not ultimately consummated, (ii) all fees (including commitment fees), costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment that is not ultimately made, and (iii)

any break-up fees, deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not ultimately made (in each case, to the extent such investment is not ultimately made by another advisory client). Subject to applicable law and governing documents, we enter into arrangements with certain investors that have the effect of altering or supplementing the terms of such investors’ investments in a Fund, including with respect to waivers or reductions of the management fee. Except as otherwise agreed, or as required by law, we are not obligated to inform other investors of the terms of any particular arrangement or to offer another investor equally favorable terms. In particular, when we negotiate, rebate or waive fees for one investor, we are not required to inform, or offer similar terms to, other investors, except as agreed with such other investors or as required by applicable law.

Additional Services Offered by Eaton Vance Special requirements or circumstances can result in different fee arrangements than those stated above for certain clients. For example, additional reporting, investment policy or risk management consulting, legal research, or additional investment administrative services required or requested by some clients or investors could, upon mutual agreement, lead to higher fees. From time to time, Eaton Vance can render specialized investment advisory services to clients in a manner and/or under circumstances which might not properly be characterized as investment management services; e.g., investment advice with respect to structuring investments for maximum U.S. federal tax efficiency or specialized advice to executors or administrators of estates or trustees of various trusts. In such cases, the fee payable to Eaton Vance can be negotiated and will be determined on a case-by-case basis. Eaton Vance could in the future enter into arrangements where Eaton Vance receives compensation from affiliates and non-affiliates for the provision of research. Eaton Vance also provides management, administrative and/or sub-transfer agency services to certain clients and can charge for these services separately. See Item 10 – Other Financial Industry Activities and Affiliations for additional details. The fees and expenses borne by clients and investors will generally reduce returns.

Methods of Analysis Eaton Vance’s evaluation of investment alternatives places primary emphasis and reliance upon fundamental analysis of issuers of equity and debt securities; political, economic, and industry developments; money and capital market conditions, with attention to interest rate patterns; and/or any other factors that, in Eaton Vance’s judgment, could have an impact on the value of an investment. In developing information for use in making investment decisions and recommendations for clients, Eaton Vance places importance on personal visits with company management by members of its research staff, in the case of issuers of equity and corporate debt securities, and with industry representatives and governmental officials where appropriate. Eaton Vance also uses various standard databases available to institutional investors. Eaton Vance could utilize other sources of information, such as on-line services and financial database services. Ultimately, primary attention and reliance is placed upon evaluations and recommendations generated internally by the Eaton Vance research and investment staff and any affiliates. Although Eaton Vance considers ratings issued by rating agencies, it also can perform its own credit and investment analysis and might not rely primarily on the ratings assigned by the rating services. Credit ratings are based largely on the issuer’s historical financial condition and the rating agency’s investment analysis at the time of rating, and the rating assigned to any particular security is not necessarily a reflection of the issuer’s current financial condition. In general, the rating assigned to a security by a rating agency does not reflect assessment of the volatility of the security’s market value or of the liquidity of an investment in the security. With regard to evaluation of interests in bank loans, Eaton Vance considers various criteria relating to the creditworthiness of the borrower. Eaton Vance can perform its own independent credit analysis of the borrower in addition to utilizing information prepared and supplied to the investors in the loans. Such analysis could include an evaluation of the industry and business of the borrower, the management and financial statements of the borrower, if available, and the particular terms of the loan and interest which might be acquired. Such analysis generally continues on an ongoing basis for any loan interest purchased and held on behalf of a client, provided that Eaton Vance can choose not to utilize information prepared and supplied to investors in loans if doing so would restrict or limit Eaton Vance’s ability to transact in such loans on behalf of its clients. Subject to and consistent with the individual investment objectives of clients, Eaton Vance generally seeks to achieve above-average long-term investment results for its clients through emphasis on equity or debt instruments judged by Eaton Vance to have unrecognized value or investment potential. Although Eaton Vance always attempts to retain sufficient portfolio flexibility to react to abrupt changes in securities markets, investment decisions and recommendations for clients are generally made with a long-term outlook and with a perspective for capital preservation. In managing investment portfolios, Eaton Vance directs considerable attention to the overall composition of the portfolio in order to seek to provide proper portfolio balance and diversification, and thus reduce risk. Eaton Vance does not generally engage in short-term trading for accounts, although the length of time a security has been held in a client’s account will not be a limiting factor if Eaton Vance determines that the holding should no longer be retained by the account. When appropriate, Eaton Vance can employ a dividend capture trading strategy for certain strategies and accounts where a stock is sold on or shortly after its ex-dividend date with the sale proceeds used to purchase one or more other stocks before the next dividend payment on the stock sold. For certain strategies and accounts, Eaton Vance employs a tax-managed strategy for tax-efficient management of accounts, which would include some or all of the following: generally maintaining low portfolio turnover of securities with appreciated capital gains; investing in primarily lower yielding securities and/or securities paying dividends that qualify for federal income taxation at long-term capital gain rates; attempting to avoid net realized short-term capital gains and fully taxable investment income in excess of Fund expenses; when appropriate, selling securities trading at below tax cost to realize losses; in selling securities, selecting the most tax-favored share lots; and selectively using taxFORM ADV, PART 2A

advantaged hedging techniques as an alternative to taxable sales. In certain accounts and strategies, Eaton Vance enters into derivative transactions to help manage security specific and/or overall risk or to gain or reduce investment exposure on behalf of clients. The derivative instruments typically used by Eaton Vance include listed, FLEX and overthe-counter options, over-the-counter prepaid forward sale agreements, futures contracts, swaps, structured notes, and other structured derivative transactions. As further described in Item 11, in certain instances Eaton Vance and Morgan Stanley Investment Management Inc. (“MSIM”) investment personnel will collaborate together and utilize each other’s resources, including sharing of research. See Item 11 for information regarding conflicts of interest which can arise from the collaboration of investment departments.

Investment Strategies Eaton Vance offers a variety of investment strategies to address the particular investment objectives of its clients. In pursuing these strategies, Eaton Vance invests in a wide range of financial instruments and asset classes. Listed below are four broad categories of investment strategies offered by Eaton Vance and a general description of the investment approaches and material risks associated with each. The lines between these categories are not distinct; while a particular investment strategy could fall primarily into one of the categories listed below, it could also involve some of the investment approaches or exhibit some of the risks associated with other categories. In addition, certain investment strategies involve a combination of multiple other strategies. Eaton Vance recognizes that no single type of investment strategy will ensure rewarding investment results in every political, economic and market environment. Investing in securities and other financial instruments involves a risk of loss (which can be substantial) that clients should be prepared to bear. The investment approaches and material risks described below for each investment strategy are not comprehensive. A particular investment strategy can involve additional investment selection criteria and be subject to additional risks not described below. The principal investment strategies and associated risks for the Funds are disclosed in the offering documents for such Funds. The investment strategies and associated risks for Wrap Programs are described in the offering materials provided by the wrap program sponsor. Institutional Account clients should contact their Eaton Vance account manager for additional information about the specific investment strategies they have selected and the risks associated with those strategies. ESG considerations are incorporated into the investment process of many strategies managed by Eaton Vance, and they are expressed in areas such as research, valuation, and portfolio construction, as appropriate. Eaton Vance strives to incorporate ESG considerations in managing its portfolios or accounts as best suited to each given investment strategy. Equity Strategies. Eaton Vance offers a wide range of equity strategies, which can focus on equity securities of a particular style, market capitalization, geographic region and/or market sector. Many equity strategies involve a combination of these approaches. Some equity strategies also feature a tax-management focus, in which Eaton Vance seeks to maximize the tax efficiency of the portfolio. Other equity strategies concentrate investments in the securities of a limited number of issuers. Style focused equity strategies include growth, value, core (or style-neutral) and dividend income. Growth strategies seek companies with earnings growth potential, while value strategies seek companies whose securities are trading at below market valuations. Core strategies invest in a blend of growth and value securities. Dividend income strategies seek companies that provide attractive dividend payments to shareholders. Market capitalization equity strategies focus on securities of large-cap, mid-cap or small-cap companies, or a combination of small-cap and mid-cap companies (smid-cap). A large-cap approach typically invests in securities of companies that are among the 500 largest companies by market capitalization in a particular market. A mid-cap approach typically invests in securities of the 1,000 largest companies by market capitalization, excluding the 200 largest companies. A small-cap (or smid-cap) approach typically invests in securities of companies that are among the 3,000

largest companies by market capitalization, excluding the 500-1,000 largest companies. The exact capitalization range for each approach can vary depending on the particular strategy. Geographic equity strategies focus on companies located in a particular country, such as the United States, China or India, or a particular region, such as Asia. Geographic equity strategies can also focus on companies located in countries with either developed economies or developing economies (also known as emerging markets). Sector equity strategies focus on companies operating in a particular industry (such as public utilities) or engaged in similar or related businesses (such as health sciences). Focused equity strategies typically follow one or more of the equity approaches described above, but hold larger positions in a smaller number of companies than most other equity strategies. Equity strategies can employ derivative strategies to achieve exposures, to enhance returns or for hedging purposes. Income Strategies. Income strategies can focus on maintaining a portfolio of debt securities or other instruments that pay either a fixed or a floating rate of interest. Other income strategies focus on debt securities that provide taxadvantaged interest payments, such as municipal bonds. Some income strategies focus on debt securities of either short or long duration or on debt securities of a particular credit quality, such as investment grade or below investment grade bonds. Other income strategies are designed to seek preservation of principal while providing sufficient liquidity and maximizing current income. Income strategies can also focus on debt securities issued by the United States government or debt securities issued by foreign governments or denominated and paying interest in foreign currencies. Income strategies can employ derivative strategies to achieve exposures, to enhance returns or for hedging purposes. Mixed-Asset Strategies. Mixed-asset strategies typically have broad discretion to invest in many of the equity or income strategies described above. A mixed-asset strategy can change its allocation between equity and debt securities, or among particular equity or income approaches, depending on economic and market conditions. Mixed-asset strategies can employ derivative strategies to achieve exposures, to enhance returns or for hedging purposes. Because mixed-asset strategies invest in a variety of equity and debt securities, they can be subject to any of the material risks listed below for equity and income strategies. Not all of these risks apply to each mixed-asset strategy. The specific risks associated with a mixed-asset strategy can change over time and depend on its allocation among particular equity and income investment approaches. The specific risks associated with a mixed-asset strategy also depend on the extent to which the strategy employs certain portfolio management techniques or invests in financial instruments other than equity and debt securities. For a summary of each risk, see Summary of Material Risks below. Alternative Strategies. Alternative strategies encompass a broad range of investment approaches, including absolute return strategies, real estate strategies, commodity strategies and option strategies. Unlike relative investment strategies, which typically seek to outperform a particular securities benchmark, absolute return strategies typically seek to maintain a target portfolio duration and annualized volatility or to generate a return in excess of short-term cash instruments. Absolute return strategies are generally unconstrained by a benchmark and their return is substantially independent of longer term movements in the stock and bond markets. Absolute return strategies can invest in a wide range of instruments, including equities, debt, commodities, currencies and derivatives. Real estate strategies can invest in physical real estate, real estate investment trusts and equity securities of operating companies engaged in the real estate industry. Commodity strategies invest primarily in instruments that provide exposure to commodities or the commodities market (including commodity-based derivatives and/or companies involved in the mining or production of commodities). Commodity strategies typically are backed by a portfolio of fixed income securities. Option strategies involve the use of equity options in conjunction with an actively managed equity portfolio in order to reduce the volatility and risk associated with the equity markets.

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Eaton Vance provides investment advisory services to registered investment companies, private investment vehicles and offshore pooled vehicles sponsored by Eaton Vance and its affiliates. Eaton Vance will in certain instances provide sub-advisory services to registered investment companies and other pooled investment vehicles sponsored by unaffiliated parties who serve as the primary investment adviser. Eaton Vance also advises SMAs for a wide range of institutional clients, including business organizations, public and private pensions, trusts, foundations, charitable organizations, hospitals, labor unions, religious organizations, endowment funds, insurance companies, educational institutions and sovereign wealth funds. In addition, Eaton Vance provides investment advice to individual retail investors through Wrap Fee Programs and other platforms sponsored by an affiliate and by unaffiliated investment advisors, banks and broker-dealers. Certain advisory accounts and funds impose minimum investment requirements, which are generally described in the relevant governing or disclosure documents or, with respect to advisory accounts, in Appendix A. We (or with respect to funds, the general partner or managing member) generally will have discretion to waive or reduce such minimums for certain clients or investors. We generally will not, unless required by agreement with a client or investor or by applicable law, disclose any particular waiver or reduction that is offered to a client or investor, or offer comparable waivers or reductions, to other clients or investors.

In some cases, we have entered into performance fee arrangements with qualified clients. Such fees are subject to individualized negotiation with each such client and are disclosed to the client. Because portfolio managers often manage assets for other investment companies, pooled investment vehicles and/or other accounts (including accounts of institutional clients and pension plans) with different fee schedules, the portfolio manager has an incentive to favor higher paying clients or accounts where we or an affiliate receive a performancebased fee over other accounts. In addition, a conflict exists in situations where we have proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in our employee benefits and/or deferred compensation plans. Although this does not impact individual compensation, in such instances, the portfolio manager has an incentive to favor these accounts over others. A conflict of interest also exists with regard to the allocation of investment opportunities across accounts that pay performance-based fees as opposed to accounts that do not pay performance-based fees. If, within the same investment team, we manage accounts that establish short exposure to a security, as well as accounts that maintain long exposure to the same security, and the short exposure causes the market value of the security to fall, we could be seen as benefitting the accounts with short exposure at the expense of harming the performance of other accounts that maintain long exposure in the security. The same conflict also exists at the asset class level. To address these types of conflicts, we have adopted policies and procedures reasonably designed to assure that allocation decisions are not influenced by fee arrangements favoritism, or other incentives, and that we allocate investment opportunities in a manner that treats clients fairly and equitably over time. Pursuant to applicable policies, investment opportunities will be allocated in a manner that we believe to be consistent with our obligations as an investment adviser. To further manage these types of conflicts, we have implemented Side-by-Side Management guidelines, which are designed to set out specific requirements regarding the side-by-side management of traditional investment portfolios (e.g., long-only portfolios) and alternative investment portfolios (e.g., hedge fund portfolios) in order to manage conflicts of interest, including without limitation, those conflicts associated with: any differences in fee structures; investments in the alternative investment portfolios by Eaton Vance or its employees; and trading-related conflicts (including conflicts of interest that could also be raised when Eaton Vance investment teams take conflicting (i.e., opposite direction) positions in the same or related securities for different accounts). In addition, we have established a Side-by-Side Management Subcommittee to help ensure that conflicts are reviewed and managed appropriately. The Side-by-Side Management Subcommittee meets on a regular basis and is comprised of representatives from business areas and control functions. The responsibilities and duties of the Side-by-Side Management Subcommittee include, among other things, establishing and reviewing appropriate reporting to monitor and review investment and related activities. For more information about how Eaton Vance addresses certain conflicts of interest, see Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. See also Item 12 - Brokerage Practices for more information about conflicts of interest related to portfolio transactions and trade allocation.

Eaton Vance is a wholly owned subsidiary of Morgan Stanley, a corporation whose shares are publicly held and traded on the New York Stock Exchange under the symbol “MS”. Morgan Stanley is a financial holding company under the Bank Holding Company Act of 1956, as amended, and has numerous domestic and international subsidiaries. Eaton Vance is part of a large global financial services and banking group and you could have relationships with our affiliates beyond your relationship with us. In addition, Eaton Vance participates in a wrap program sponsored by an affiliate. These relationships can cause conflicts of interest. The business activities of Morgan Stanley can also give rise to occasions when Eaton Vance, as investment adviser or sub-adviser, will have the opportunity to pursue or participate in a legal action against Morgan Stanley or its clients; in that event, Eaton Vance could decide in its discretion to pursue or forgo participation in such legal action in whole or in part due to the other activities of Morgan Stanley.

Broker-Dealer Affiliates Eaton Vance is affiliated with Eaton Vance Distributors, Inc. (“EVD”), a broker-dealer registered under the Securities Exchange Act of 1934 (“34 Act”) and a Financial Industry Regulatory Authority (“FINRA”) member firm. Eaton Vance is also affiliated with Morgan Stanley Distribution, Inc. (“MSDI”), a broker-dealer registered under the 34 Act and a FINRA member firm. Certain of our management persons are registered representatives of EVD and/or MSDI. Eaton Vance is affiliated with Morgan Stanley & Co. LLC (“MS&Co”) and Morgan Stanley Smith Barney LLC (“MSSB”), each a registered broker-dealer under the 34 Act and a FINRA member firm. Eaton Vance is also affiliated with other intermediaries, foreign broker-dealers and financial services companies, including, among others, Morgan Stanley Bank National Association, Morgan Stanley & Co. International PLC, Morgan Stanley Capital Group Inc., Morgan Stanley Senior Funding Inc., Morgan Stanley Capital Services LLC, and Morgan Stanley Saudi Arabia (hereinafter, together with affiliated broker-dealers registered under the 34 Act, collectively referred to as “Affiliated Broker-Dealers”). When permitted by applicable law and subject to the considerations set forth in Item 12 – Brokerage Practices, Eaton Vance utilizes Affiliated Broker-Dealers to effect portfolio securities, currency exchange, futures, and other transactions for Eaton Vance client accounts. The Participation or Interest in Client Transactions subsection in Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, describes in greater detail the manner in which Eaton Vance utilizes Affiliated Broker-Dealers to effect client transactions and the conflicts of interest that can arise. EVD serves as distributor, placement agent and/or underwriter for certain registered and unregistered funds for which Eaton Vance acts as investment adviser and, in certain instances, receives distribution fees from the funds pursuant to Rule 12b-1 under the 1940 Act or placement agent fees. Where applicable, EVD pays fees, in whole or in part, to MSSB and to any other selected dealer, including any other Affiliated Broker-Dealer, with whom EVD has entered into a selected dealer or placement agent agreement. In addition, any sales charges derived from the purchase or redemption of an investment company managed by Eaton Vance are paid directly to MSSB, or to any of those other selected dealers, including any other Affiliated Broker-Dealer, from which such dealer pays its sales representatives and other costs of distribution.

Commodity Trading Advisor/Commodity Pool Operator Registration Eaton Vance is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity trading advisor and a commodity pool operator. We are also a member of the National Futures Association (“NFA”). The NFA and CFTC each administer a comparable regulatory system covering futures contracts, swaps and various other financial instruments in which certain clients and pooled vehicles can invest. Certain of our management persons are registered with the NFA as our Associated Persons.

Material Arrangements or Relationships with Affiliates Investment Adviser Affiliates Eaton Vance is part of a group of investment advisers within the Morgan Stanley Investment Management business, including: (1) Boston Management and Research (BMR); (2) Parametric Portfolio Associates LLC (Parametric) (3) Calvert Research and Management (Calvert); (4) Atlanta Capital Management Company, LLC; (5) Eaton Vance Advisers International Ltd. (EVAIL); (6) Morgan Stanley Investment Management, Inc.; (7) Mesa West Capital, LLC; (8) Morgan Stanley Investment Management Company; (9) Morgan Stanley Investment Management Limited; (10) Morgan Stanley AIP GP LP; (11) Morgan Stanley Infrastructure, Inc.; (12) Morgan Stanley Private Equity Asia, Inc.; (13) MS Capital Partners Adviser, Inc.; (14) Morgan Stanley Real Estate Advisor, Inc.; (15) MSREF Real Estate Advisor, Inc.; (16) MSRESS III Manager, LLC; (17) Morgan Stanley Eaton Vance CLO Manager LLC; and (18) Morgan Stanley Eaton Vance CLO CM LLC (collectively, “Affiliated Advisers”). From time to time and with prior client consent, we delegate some or all of our responsibilities, duties and authority under an investment management agreement to one or more of the Affiliated Advisers to the extent permitted by applicable law. The Affiliated Advisers, in certain instances, likewise delegate some or all of their responsibilities, duties and authority to us. Eaton Vance has entered into arrangements with affiliates to provide and receive certain services such as accounting, finance, human resources, information technology and legal. In additional situations, certain employees of Eaton Vance have been dual-hatted as employees and/or officers of its affiliates, including certain Affiliated Advisers, EVD and MSDI. While MSIM operates a global compliance program covering all Affiliated Advisers, in certain instances, there are specific adviser policies that only apply to a particular Affiliated Adviser and, therefore, the Eaton Vance Chief Compliance Officer and the respective Chief Compliance Officers of the Affiliated Advisers (collectively the “CCOs”) have instituted a framework to monitor compliance by such dual-hatted employees with applicable requirements. The CCOs receive reporting and meet regularly to discuss matters affecting these employees and as relevant, the CCOs are required to promptly report to other CCOs certain events such as material violations of policies and procedures, violations of a code of ethics, and client complaints to the extent such matters have not been escalated through global compliance monitoring. The Affiliated Advisers serve as sub-adviser to certain Eaton Vance products, including the Funds. Eaton Vance serves as sub-adviser or provides services such as model delivery to certain of the Affiliated Advisers. Under certain such arrangements, Eaton Vance will pay compensation to, or receive compensation from, the Affiliated Advisers. Investment strategies and products of Eaton Vance and its affiliates are cross-marketed. Eaton Vance works closely with its affiliates to jointly market advisory services and strategic investment strategies to institutional investors and highnet-worth individuals and refers clients to its affiliates when appropriate. These shared marketing efforts and sales referrals will in certain cases result in intercompany transfers, referral payments, and cost-sharing payments between Eaton Vance and its affiliates.

Investment Companies and Other Pooled Investment Vehicles Eaton Vance is the sponsor and in some cases the investment adviser to pooled investment vehicles (“EV Registered Funds”) registered pursuant to the Investment Company Act. The EV Registered Funds also include exchange traded managed funds advised by Eaton Vance. In addition, Eaton Vance and its affiliates are sponsors, investment advisers, and sub-advisers to various other types of pooled investment vehicles, including private funds exempt from registration under the Investment Company Act pursuant to Section 3(c)(7), UCITS and QIAIF funds registered in foreign jurisdictions, and collective investment trusts (“CITs”) and collective trust funds (“CTFs) exempt from registration under the Investment Company Act (collectively the “EV Funds”, and together with the EV Registered Funds, the “Funds”). Eaton Vance engages sub-advisers, including its affiliates, to sub-advise certain funds sponsored or advised by Eaton Vance. Eaton Vance and its affiliates are also sub-advisers to third-party funds, including registered and unregistered funds. Each fund is managed in accordance with its respective investment objectives, strategies and restrictions as approved by the respective Fund Board of Trustees or other governing body, as applicable.

Other Affiliations Eaton Vance is the administrator to the Funds. Under such arrangements Eaton Vance is responsible for providing services such as preparation and filing of documents with applicable regulatory entities and other day-to-day administrative activities. Eaton Vance also serves as manager to certain private placement funds. Under the organizational documents of such funds, Eaton Vance is responsible for each fund’s management, control and operation. Eaton Vance is registered with the SEC as a non-bank transfer agent. Eaton Vance has been engaged as a service provider by certain Funds and affiliated funds to perform certain transfer agent functions. Eaton Vance is an affiliate of Eaton Vance Trust Company (“EVTC”), a limited purpose non-depository trust company organized and operating under the laws of Maine. EVTC serves as trustee to common trust funds and collective investment trusts. Certain officers of Eaton Vance serve as officers of EVTC and provide services to products of EVTC similar to those provided to Eaton Vance clients and Funds. As mentioned above, Eaton Vance is a wholly owned subsidiary of Morgan Stanley. We are also affiliated with Morgan Stanley Bank, N.A., an insured depository institution headquartered in Salt Lake City, Utah, which has businesses concentrated in institutional lending and securities-based lending for clients of its affiliated broker-dealers. In addition, we are affiliated with Morgan Stanley Private Bank, N.A., a U.S. insured depository institution and a federally chartered national association whose activities are subject to regulation and examination by the Office of the Comptroller of the Currency.

Electronic Communication Networks and Alternative Trading Systems Eaton Vance’s affiliates have ownership interests in and/or board seats on electronic communication networks (ECNs) or other alternative trading systems (ATSs). In certain instances Eaton Vance’s affiliates could be deemed to control one or more of such ECNs or ATSs based on the level of such ownership interests and whether such affiliates are represented on the board of such ECNs or ATSs. Consistent with its fiduciary obligation to seek best execution, Eaton Vance will, from time to time, directly or indirectly, effect client trades through ECNs or other ATSs in which the firm’s affiliates have or could acquire an interest or board seat. These affiliates might receive an indirect economic benefit based upon their ownership in the ECNs or other ATSs. Eaton Vance will, directly or indirectly, execute through an ECN or other ATSs in which an affiliate has an interest only in situations where the firm or the broker dealer through whom it is accessing the ECN or ATS reasonably believes such transaction will be in the best interest of its clients and the requirements of applicable law have been satisfied. Eaton Vance’s affiliates could own over 5% of the outstanding voting securities and/or have a member on the board of certain trading systems (or their parent companies), including (i) Copeland Markets LLC, (ii) MEMX Holdings LLC, (iii) OTCderiv Limited, (iv) Creditderiv Limited, (v) ICE Clear Credit LLC, (vi) FXglobalclear, (vii) EOS Precious Metals Limited, (viii) Yensai.com Co., Ltd, and (ix) Octaura Holdings LLC. Eaton Vance’s affiliates could acquire interests in and/or take board seats on other ECNs or other ATSs (or increase ownership in the ATSs listed above) in the future. Eaton Vance’s affiliates receive cash credits from certain ECNs and ATSs for certain orders that provide liquidity to their books. In certain circumstances, such ECNs and ATSs also charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that the firm’s affiliates receive from one or more ECN or ATS exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow. For more information about how Eaton Vance addresses certain conflicts of interest, see Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. See also Item 12 - Brokerage Practices for more information about conflicts of interest related to portfolio transactions and trade allocation.

Personal Trading Code of Ethics Eaton Vance has adopted the MSIM Public and Private Side Code of Ethics and Personal Trading Guidelines (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. Each of Eaton Vance’s employees is required to acknowledge the Code at the inception of his/her employment and annually thereafter. The Code is designed to make certain that all acts, practices and courses of business engaged in by Eaton Vance’s employees are conducted in accordance with the highest possible standards and to prevent abuse, or even the appearance of abuse, by employees with respect to their personal trading and other business activities. Additionally, all Eaton Vance employees are subject to firm-wide policies and procedures found in the Morgan Stanley Code of Conduct (the “Code of Conduct”) that sets forth, among other things, restrictions regarding confidential and proprietary information, information barriers, information security, privacy and data protection, private investments, outside business interests and personal trading. All Morgan Stanley employees, including Eaton Vance employees, are required to acknowledge that they have read, understand, are in compliance with and agree to abide by the Code of Conduct’s terms as a condition of continued employment. The Code requires all employees to pre-clear trades for covered securities, as defined under the Code, in a personal securities account. A pre-clearance request generally will be denied if there is an open order for a client in the same security. The Code also imposes holding periods and reporting requirements for covered securities, which includes affiliated and sub-advised U.S. mutual funds. Eaton Vance employees and their immediate family are prohibited from acquiring any security in an initial public offering or any other public underwriting. Investments in private placements or an employee’s participation in an outside business activity must be pre-approved by Compliance and the employee’s manager. Certain of Eaton Vance’s employees who, in connection with job functions, make or participate in making recommendations regarding the purchase or sale of securities or who have real-time knowledge of such recommendations, are held to more stringent standards when placing trades in personal securities accounts. Violations of the Code are subject to sanction, including reprimand, restricting trading privileges, reducing employees’ discretionary bonus, if any, potential reversal of a trade made in violation of the Code or other applicable policies, suspension or termination of employment. Eaton Vance will provide you with a copy of the Code upon request.

Investment Restrictions Arising from Possession of Material Non-Public Information Eaton Vance is not permitted to use material non-public information (“MNPI”) in effecting purchase and sales in public securities transactions. In the ordinary course of its operations, Eaton Vance and its affiliates will periodically obtain access to MNPI. At times, the acquisition of MNPI prohibits Eaton Vance from rendering investment advice to clients regarding the securities of an issuer for which Eaton Vance or its affiliates has MNPI, and thereby limits the universe of securities Eaton Vance can purchase or sell. Similarly, where Eaton Vance declines access to or otherwise does not receive or share MNPI regarding an issuer, Eaton Vance will base its investment decisions with respect to securities of such issuer solely on public information, thereby limiting the amount of information available to Eaton Vance in connection with such investment decision. The occurrence of either situation could disadvantage some client accounts if we are unable to make an intended purchase or sale, or if we decline information that might have benefited our management. For additional discussion related to MNPI, please see “Services to Issuers Activities” and “Investment Banking Activities” in this Item.

Participation or Interest in Client Transactions The following sections address our trading activities, the various conflicts of interest that can arise, and how such conflicts have been addressed.

Morgan Stanley Securities Eaton Vance will generally prohibit transactions in securities, including equity and debt, issued by Morgan Stanley and certain of its affiliates.

Broker-Dealer Affiliations Eaton Vance does not act as principal or broker in connection with client transactions. However, when exercising its discretion under an investment management agreement with a client, Eaton Vance will, in certain instances, effect transactions in securities or other instruments for a client through Affiliated Broker-Dealers, including where such Affiliated Broker-Dealer acts as a principal in connection with the client transaction where there is a material financial interest, which perform all of the activities set forth below. In connection with transactions in which Affiliated Broker-Dealers will act as principal, Eaton Vance will disclose to the client that the trade will be conducted on a principal basis and obtain the client’s consent in accordance with the provisions of and rules under the Advisers Act or other applicable law and as additionally agreed by contract. Eaton Vance will recommend that a client engage in such a transaction only when it believes that the net price for the security is at least as favorable as could have been obtained from another established dealer in such security. Eaton Vance’s recommendations to clients could involve securities in which its Affiliated Broker-Dealers, or their officers, employees or other affiliates, have a financial interest. Affiliated Broker-Dealers and their officers, employees and other affiliates, can purchase or sell for their own accounts securities that Eaton Vance recommends to its clients. If permitted by a client’s investment objectives and guidelines, applicable law, and our policies and procedures concerning conflicts of interest, Eaton Vance will, from time to time, recommend that the client purchase, or use its discretion to effect a purchase of, securities during the existence of an underwriting or other public or private offering of such securities involving an Affiliated Broker-Dealer as a manager, underwriter, initial purchaser, or placement agent. Among other things, Eaton Vance must disclose to the client that the transaction involves an affiliate and obtain client consent to execute transactions with an affiliate on behalf of the client’s account. Purchases can be from underwriters or placement agents other than an Affiliated Broker-Dealer in distributions in which an Affiliated Broker-Dealer is a manager and/or member of a syndicate or selling group, as a result of which an Affiliated Broker-Dealer will likely benefit from the purchase through receipt of a fee or otherwise. In situations in which a client has not permitted, or where it is prohibited by law, rule or regulation, Eaton Vance could be unable to purchase securities for the client account in an initial or other public or private offering of securities involving an Affiliated Broker-Dealer. With client consent, and subject to the restrictions imposed on such transactions by applicable law, Eaton Vance will effect portfolio transactions through an Affiliated Broker-Dealer on an agency basis, including transactions in over-thecounter (OTC) securities, where the Affiliated Broker-Dealer will act as agent in connection with the purchase and sale of OTC securities from market participants, and will charge our clients a commission on the transactions, provided that such commission is fair and reasonable. Since these are agency transactions, there is no mark-up or mark-down on the price of the security. Eaton Vance will effect securities transactions through an Affiliated Broker-Dealer when, in its judgment, the client will obtain best execution of the transaction. Subject to its duty to seek best execution, Eaton Vance will, from time to time, effect such transactions through an Affiliated Broker-Dealer even though the total brokerage commission for the transaction is higher than that which might have been charged by another broker for the same transaction.

Cross and Agency Cross Transactions From time to time, and where permitted by applicable law and the relevant client agreements, Eaton Vance will effect “agency cross transactions” in which an Affiliated Broker-Dealer acts as agent for both the buyer and seller in the transaction. Eaton Vance will only trade with an Affiliated Broker-Dealer on behalf of a client on an agency cross basis when the client has consented to Eaton Vance effecting such transactions. Any agency cross transaction will be effected in compliance with applicable law, as well as policies and procedures Eaton Vance has designed to prevent and disclose

conflicts of interest. The Affiliated Broker-Dealer can receive a commission from the seller and the buyer when it executes transactions on an agency cross basis under certain conditions. In effecting an agency cross transaction, Eaton Vance has potentially conflicting divisions of loyalties and responsibilities regarding the parties to the transaction. From time to time, Eaton Vance effects internal “cross” transactions between client accounts in which one client will purchase securities held by another client. Such transactions are entered into generally only when we deem the transaction to be in the best interests of both clients and at a price we have determined by reference to independent market indicators and which we believe to constitute "best execution" for both parties. Eaton Vance will not engage in cross-trade transactions for an advisory client whose investment management agreement does not explicitly permit the account to engage in cross trades and, as a result, such clients will generally pay higher transaction costs and might not receive the most favorable execution than had a cross-trade been effected for a particular portfolio trade. While we will seek to ensure that the terms of cross trades are fair and reasonable, and the transactions are executed in a manner that is in the best interest of the clients involved in the cross trade, clients should be aware that the price of a security bought or sold through a cross trade, in some cases, will not be as favorable as it might have been had the trade been executed on the open market. Neither we nor any related party receives any compensation in connection with such “cross” transactions. Eaton Vance, along with related persons of Eaton Vance, will effect portfolio transactions through an Affiliated BrokerDealer on behalf of clients in respect of which Eaton Vance is a “fiduciary” as defined in the Employee Retirement Income Security Act of 1974, as amended (ERISA) only on an agency basis and with prior written approval from an independent fiduciary in accordance with the terms of exemptions available from the Department of Labor, as well as in accordance with the restrictions imposed on such transactions by applicable law. Fixed income instruments typically trade at a bid/ask spread and without an explicit brokerage charge. While there is not a formal trading expense or commission, clients (including Wrap Program clients) will bear the implicit trading costs reflected in these spreads. Eaton Vance is generally permitted to purchase securities on behalf of its ERISA clients from an underwriting or selling syndicate where an Affiliated Broker-Dealer participates as manager or syndicate member with prior written approval from an independent fiduciary in accordance with the terms of exemptions available from the Department of Labor. Eaton Vance and Affiliated Advisers, from time to time, execute client transactions with broker-dealers that do not have their own clearing facilities and who clear such transactions through an Affiliated Broker-Dealer. In such instances, the Affiliated Broker-Dealer will receive a clearing fee for these transactions. Eaton Vance and its affiliates, in certain circumstances, and where permitted by applicable law, will engage in principal transactions with a CLO that it manages. In such instances, Eaton Vance or an affiliate will comply with any disclosure and consent requirements applicable under the Advisers Act.

Services to Issuers Activities Along with its affiliates, Eaton Vance provides a variety of services for, and renders advice to, various clients, including issuers of securities that it also recommends for purchase or sale by clients. In the course of providing these services, Eaton Vance and its affiliates could come into possession of material, nonpublic information which might affect its ability to buy, sell, or hold a security for a client account. Investment research materials disclose that related persons can own, and can effect transactions in, securities of companies mentioned in such materials and also can perform or seek to perform investment banking services for those companies. In addition, directors, officers and employees of affiliates could have board seats and/or have board observer rights with private and/or publicly traded companies in which Eaton Vance invests in on behalf of client accounts. Along with its affiliates, Eaton Vance has adopted policies and procedures and created information barriers that are reasonably designed to prevent the flow of any material, nonpublic information regarding these companies between the firm and its affiliates.

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Best Execution and Brokerage Selection Factors When Eaton Vance has the authority to select brokers for client accounts, we select broker-dealers consistent with our duty to seek “best execution” (i.e., to seek the most favorable overall price and execution under the circumstances existing at the time of the transaction). In seeking best execution, we are not obligated to choose the broker-dealer offering the lowest available commission rate if, in our reasonable judgment, (i) we believe that the total costs or proceeds from the transaction might be less favorable than could be obtained elsewhere; (ii) a higher commission is justified by the products and research services (soft dollar benefits) other than execution provided by the broker-dealer that fall within the safe harbor of Section 28(e) of the 34 Act (“Section 28(e)”) or otherwise is permitted under applicable law, rules, and regulations of the relevant jurisdictions in which we operate, and under applicable agreements; or (iii) other considerations, such as the order size, the time required for execution, the depth and breadth of the market for the security, minimum credit quality requirements to transact business with a particular broker-dealer, or the quality of the broker-dealer’s back office or other considerations support our decision to use a different broker-dealer. With certain exceptions, when effecting transactions on behalf of clients, we can select any broker-dealer on our list of approved broker-dealers. Approved broker-dealers have met criteria as established by our Cross-Asset Risk team (“GRA-X”). GRA-X reviews and approves broker-dealers periodically to determine whether broker-dealers on our approved list continue to meet such criteria. Changes to the approval list are reported quarterly to the Best Execution Committee and the Counterparty Governance Committee. When selecting an approved broker-dealer (including an affiliate) to execute securities transactions, the trading desk considers some or all of the following factors:

Best available price;

Reliability, integrity, financial responsibility, and reputation in the industry (which can include a review of financial information and creditworthiness);

Trade limitation and/or execution capabilities, including block positioning, speed of execution and quality and responsiveness of its trading desk;

Knowledge of and access to the relevant markets for the securities being traded;

Potential ability to obtain price improvement;

Ability to maintain confidentiality;

Ability to handle non-traditional or complex trades;

Commission and commission-equivalent rates;

Proprietary and third-party research (but only to the extent permissible under applicable law and under applicable agreements);

Technology infrastructure;

Clearance and settlement capabilities;

Size of the trade relative to other trades in the same instrument;

Ability of the counterparty to commit its capital and its access to liquidity, including product liquidity;

Counterparty restrictions associated with a portfolio, including regulatory trading, documentation requirement, or any specific clearing broker-dealer requirements;

Client directed execution;

Client specific restrictions;

Assignment fees;

Agent bank considerations (i.e., whether to trade with or away from the administrative agent); and

Such other factors as we determine to be appropriate.

Research and Other Soft Dollar Benefits Subject to our duty to seek best execution, we and certain of our Affiliated Advisers can use a portion of the commissions generated through client transactions to obtain external research services that support our investment decision-making process. These arrangements are made in accordance with Section 28(e). Investment research is critical to supporting investment and trading decisions by providing new insights that inform IM’s investment managers when making such decisions about its clients’ portfolios. Corporate access can be a useful tool for investment teams by providing direct access to the management of issuers, which can provide insights that are similarly useful in making investment decisions. Eaton Vance ensures that the consumption and valuation of, and payment for, investment research and corporate access are:  Managed and used in the best interests of our clients.

Subject to appropriate controls and senior management oversight.

Conducted in accordance with relevant regulatory requirements and other applicable regulations. In some cases, this can result in clients paying commissions in exchange for access to research and brokerage services— commonly referred to as soft dollar arrangements.

In choosing providers of research services, the portfolio management (“PM”) team can consider and select providers based on the following factors:  Consideration of research capabilities, including coverage of various industries in which an IM Adviser could be considering investments and the quality of the firm’s research.

Consideration of the reputation and standing of the firm's analysts, their investment strategies, timing, accuracy of statistical information and idea generation, under the circumstances.

Determination that the research obtained meets the definition of permissible research pursuant to each jurisdiction's applicable laws, rules, and regulations.

IM Advisers utilize a periodic research services evaluation/voting process and make a good faith determination of the value of the research services provided in accordance with Section 28(e), Financial Conduct Authority rules and other relevant regulatory requirements. IM directs a third-party vendor known as a CCA Aggregator to issue payments corresponding to the outcome of this voting process. We have adopted policies and procedures designed to help us track and evaluate the benefits we receive from brokerage and research services, as well as to track how much our clients pay above the amount that broker-dealers from which we receive brokerage and research services would have charged solely for execution of such trades. Eaton Vance and the Affiliated Advisers utilize a voting system to assist us in making a good faith determination of the value of brokerage and research services we receive in accordance with Section 28(e) and applicable law. In many cases, these involve subjective judgments or approximations. Eaton Vance and the Affiliated Advisers have established a process for budgeting research costs and allocating such costs across client accounts. Each of our PM teams establishes a research budget at the start of each calendar year that sets the expected cost to be spent by the team on external research services for the same year. These research budgets are reviewed and approved by our Research Committee, allocated across all accounts managed by the PM team in accordance with our policies. We and certain of the Affiliated Advisers have entered into client commission arrangements (“CCAs”) with executing brokers (“CCA Partners”) and a third-party vendor (“CCA Aggregator”) that assist us with administration of research payments and commissions. Pursuant to these arrangements, and under our supervision, the CCA Partners and the CCA Aggregator track execution and research commissions separately and pool and distribute research credits in accordance with the policies and procedures discussed above to approved research providers (which include executing brokerage firms or independent research providers (“Approved Research Providers”)) that provide us with brokerage and research services. The CCA Aggregator also reconciles research credits from trades with CCA Partners that are payable to Approved Research Providers and provides other related administrative functions. In addition, from time to time a CCA Partner will provide us and the Affiliated Advisers with proprietary research it has

developed and, upon our instruction, retain research commission credits as compensation for the provision of such proprietary research services. Transactions that generate research credits include equity transactions executed on an agency and riskless principal basis where the executing broker-dealer receives a commission.

MiFID II Affiliated Advisers Certain of the Affiliated Advisers are subject to the European Union’s Markets in Financial Instruments Directive II (“MiFID II” and such Affiliated Advisers, “MiFID II Affiliated Advisers”), which is a European regulation governing conduct by investment advisers, among others. Under MiFID II, our MiFID II Affiliated Advisers are permitted to receive research (other than research that qualifies as a “Minor Non-Monetary Benefit” under MiFID II (“MNB”)) without it constituting an unlawful inducement if they pay for the research directly from their own resources or from research payment accounts funded by their clients. Our MiFID II Affiliated Advisers engage us as sub-adviser or otherwise delegate to us authority to manage their client accounts (“MiFID II Accounts”). While we are not directly subject to the provisions of MiFID II, in accordance with those arrangements, we make a reasonable valuation and allocation of the cost of the research as between MiFID II Accounts and other accounts that participate in CCAs and will pay for any research we receive with respect to MiFID II Accounts (other than research that qualifies as a MNB) from our own resources. We and our MiFID II Affiliated Advisers could separately pay for fixed income research from our own resources. As a result, MiFID II Accounts at times will pay commission rates that are below the total commission rates paid by other client accounts.

Fixed Income Trading We and the Affiliated Advisers do not use CCAs or otherwise have arrangements to pay for brokerage and research services with client commissions in connection with trading fixed income securities. Consistent with long-standing industry practice in the fixed income markets, however, we and the Affiliated Advisers, subject to applicable law, receive brokerage and research services and other information, including access to fixed income trading platforms that dealers provide for no charge to their customers in the ordinary course of business. Fixed income instruments typically trade at a bid/ask spread and without an explicit brokerage charge. While there is not a formal trading expense or commission, clients will bear the implicit trading costs reflected in these spreads.

Trade Aggregations When permitted under applicable law, each PM team generally will aggregate orders of its clients (and, in some cases, clients managed by other PM teams) for the same securities in a single order so that such orders are executed simultaneously in order to facilitate best execution and to reduce brokerage costs. We can aggregate client orders with the orders of clients of the Affiliated Advisers and accounts in which we or our officers, employees or related persons have a financial interest. However, we effect aggregated orders in a manner designed to ensure that no participating client is favored over any other client. In general, accounts that participate in an aggregated order will participate on a pro rata or other objective basis. Pro rata allocation of securities and other instruments will generally consist of allocation based on the order size of a participating client account in proportion to the size of the orders placed for other accounts participating in the aggregated order. However, we, at times and where we deem appropriate, allocate such securities and other instruments using a method other than pro rata if their supply is limited, based on differing portfolio characteristics among accounts, because of counterparty preferences or requirements, or to avoid odd lots or small allocations, among other reasons. These allocations are made in our good faith judgment with a goal of ensuring that fair and equitable allocation will occur over time. There are times that we are not able to aggregate orders because of applicable law or other considerations when doing so might otherwise be advantageous in which case a client might face higher costs. Please see Directed, Restricted or Constrained Brokerage Arrangements; Wrap Fee Programs for additional disclosure related to the impact of such arrangements on the remaining clients. For example, to the extent that a client has such an arrangement, their account could be excluded from such aggregation unless Eaton Vance maintains trading discretion.

Eaton Vance and the Affiliated Advisers are subject to differing requirements governing aggregation of orders, including provisions of the 1940 Act that restrict joint transactions and MiFID II that govern the circumstances under which MiFID II Accounts are permitted to pay for research. As a result, MiFID II Accounts at times will pay commission rates that are below the total commission rates paid by other client accounts included in the order. When appropriate, we can rotate trades among client accounts in accordance with our policy to treat all accounts fairly and equitably over time. Trade rotation processes can result in trading for accounts occurring before, after, or simultaneously with trading for other accounts. Accounts in a rotation could experience market impact costs with respect to certain transactions relative to other accounts in the rotation. Approved rotation methodologies are in place where appropriate to provide fair placement and execution to all client accounts over time.

Directed, Restricted or Constrained Brokerage Arrangements; Wrap Fee Programs Depending on the particular program selected or contractual arrangement, clients can limit our authority to advise accounts or execute transactions in a number of ways, including by:

requiring that certain securities transactions be authorized by them in advance;

prohibiting or limiting the purchasing of certain securities or industry groups;

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Eaton Vance has compensated, and expects to continue to compensate, affiliates and unrelated third parties for client referrals in accordance with relevant rules under the Advisers Act. The compensation paid to any such entity can consist of a cash payment stated as a percentage of our advisory fee, as well as other methods. Eaton Vance is also referred advisory clients by affiliated and unaffiliated parties/consultants that are retained by clients or prospective clients. In some instances, we make payments for solicitations or client referrals to these consultants, and make cash payments to participate in conferences sponsored by such consultants to obtain information about industry trends and client investment needs. We can also purchase products or services from the consultants and/or their affiliates. These arrangements could cause referrals to Eaton Vance by these affiliates and other third parties for reasons other than the client’s best interest.

Eaton Vance has no information applicable to this Item.

Our portfolio managers generally review accounts on a daily basis. Accounts are reviewed for a number of factors, including but not limited to, performance, sector and asset allocation, adherence to investment policies and strategies and specific security ownership, all within the context of client guidelines and objectives. If Eaton Vance manages your money as a separate account, you are provided reports of transactions as they are effected (if you request), portfolio valuations and summaries of portfolio changes on a quarterly basis or as otherwise negotiated with you. Additionally, we will meet with you quarterly, annually or as requested to discuss the performance of your account, our management of your account, and any other issues of concern to you. We will provide additional reports or information to you upon request. With respect to model portfolios offered through Wrap Fee Programs, models are generally reviewed on a daily basis. With respect to single contract Wrap Account, the portfolio managers generally review accounts on a daily basis. Investors in private funds are provided such information and reports as provided in the fund’s governing and disclosure documents. In some cases, Eaton Vance could agree with a particular investor to provide additional reporting or more detailed or timely reporting. Except as otherwise agreed or required by applicable law, Eaton Vance is not required to inform other investors of such arrangements or to offer similar reporting to other investors. To comply with the Custody Rule, as discussed below, investors generally will receive audited financial statements for the private fund within 120 days (or 180 days or longer for certain funds of funds) following the fund’s fiscal year end. Investors can also receive Forms K-1 and other tax reporting information, as provided in the fund’s governing and disclosure documents.

Eaton Vance is deemed to have “custody” of client assets in a variety of circumstances, and in each case we will comply with the custody requirements under the Advisers Act. We have custody of client assets any time that we have authority or ability to obtain possession of client assets. We would thus be deemed to have custody of the assets of the funds for which we or an affiliate serves as general partner or for which we or an affiliate serves as the managing member or otherwise has the authority or ability to obtain possession of fund assets. In those cases, the funds generally provide audited financial statements on an annual basis in accordance with applicable law. Additionally, where we are deemed to have custody over other advisory client accounts, clients will receive quarterly account statements from the qualified custodian for such account. Clients should carefully review the account statements received from the qualified custodian and compare them to statements received from us. If a client elects to retain our affiliate, MSSB, to act as qualified custodian of its account we will generally be deemed to have "custody" of the funds and securities held in such accounts as well. We also will be deemed to have "custody" over our client accounts from which we are authorized to deduct fees or other expenses. With respect to Wrap Fee Program clients, we could be deemed to have custody of assets if we contract directly with the Wrap Fee Program clients for services and if an affiliate of Eaton Vance acts as Sponsor of the Wrap Fee Program. In such cases, the Sponsor or a qualified custodian will send required periodic account statements to the Wrap Fee Program client.

Eaton Vance typically receives discretionary authority to select the securities and other instruments to be bought or sold at the time we establish an advisory relationship with you by entering into an investment management agreement. In all cases, however, such discretion is exercised in a manner consistent with your stated investment objectives and guidelines. As discussed under Item 12, “Brokerage Practices”, in this Brochure, you can impose certain limitations on our use of broker dealers. For registered investment companies, our authority to trade securities is limited, in certain circumstances, by certain federal securities and tax laws that require, among other things, diversification of investments.

Voting Proxies for Equity Securities We use our best efforts to vote proxies as part of our authority to manage, acquire and dispose of account assets. We and our affiliates generally vote proxies for equity securities under the Morgan Stanley Investment Management Equity Proxy Voting Policies and Procedures (the “Policy”) pursuant to authority granted under the applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the Eaton Vance Funds. We will not vote proxies unless the investment advisory agreement or Board of Directors/Trustees explicitly authorizes us to vote proxies. Eaton Vance and its affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which we manage assets, consistent with the objective of maximizing long-term investment returns (the “Client Proxy Standard”). In addition to voting proxies at portfolio companies, Eaton Vance generally engages with the management, and at times also engages with the board, of companies in which we invest on a range of governance issues. We consider governance to be a window into management and board quality. Eaton Vance typically engages with companies where we have larger positions and voting issues are financially material. We believe that Eaton Vance’s engagement process, through private communication with companies, allows us to understand the governance structures at investee companies and better inform our voting decisions. Morgan Stanley Investment Management (“IM”) is part of Morgan Stanley, a global financial services group, and, as such, IM faces potential conflicts due to the role of other Morgan Stanley divisions which could have commercial relationships with companies in which IM invests. Such potential conflicts of interest involving divisions of Morgan Stanley outside IM are managed through the operation of various policies and procedures, including (among others) those creating and enforcing information barriers between IM and other Morgan Stanley divisions. IM has also enacted policies and procedures to address potential conflicts resulting from its own commercial or other relationships and to manage conflicts of interests so that proxies are voted in accordance with the Client Proxy Standard The Policy addresses a broad range of issues and provides general voting parameters on proposals that arise most frequently. However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. We endeavor to integrate governance and proxy voting policy with investment goals, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately. Eaton Vance seeks to follow the Client Proxy Standard for each client. At times, this could result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome). We also split votes at times based on differing views of portfolio managers. Eaton Vance could determine to abstain on matters for which disclosure is inadequate. We usually support routine management proposals except for certain “other business” and “meeting adjournment” proposals. From time to time, Eaton Vance retains third-party advisers to provide a variety of proxy-related services, including indepth research and global issuer analysis (“Research Providers”). While Eaton Vance can review the recommendations of such Research Providers, Eaton Vance is in no way obligated to follow such recommendations, and votes all proxies based on the Policy and Client Proxy Standard. Votes on board nominees can involve balancing a variety of considerations, including those related to board and board committee independence, term length, whether nominees could be overcommitted, director attendance and diligence, financial knowledge and experience, executive and director remuneration practices, board diversity, and board responsiveness. We consider withholding support from or voting against a nominee if it believes a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care

and/or loyalty. We can oppose directors where we conclude that actions of directors are unlawful, unethical or negligent. We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems; if we believe the board is acting with insufficient independence between the board and management; or if we believe the board has not been sufficiently forthcoming with information on key governance or other material matters. We examine a range of issues, including proxy contests and proposals relating to mergers, acquisitions and other special corporate transactions, on a case-by-case basis in the interests of each client. We support substantial management/board discretion on capital structure, but within limits that take into consideration articulated uses of capital, existence of preemptive rights, and certain shareholder protections provided by market rules and practices. We are generally supportive of reasonable shareholder rights. Eaton Vance votes on advisory votes on executive pay on a case-by-case basis. We generally support equity compensation plans if we view potential dilution/cost as reasonable, and if plan provisions sufficiently protect shareholder interests. We also support appropriately structured bonus and employee stock purchase plans. We support proposals that if implemented would enhance useful disclosure, but we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. Eaton Vance considers social and environmental shareholder proposals on a case-by-case basis, but generally supports proposals that seek to enhance useful disclosure on matters we believe could be financially material. Process: An MSIM Proxy Review Committee (the “Committee”) has overall responsibility for the Policy. Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, and individual investment teams are responsible for determining decisions on proxy votes with consultation from the Global Stewardship Team. The Committee meets at least quarterly and reviews and considers changes to the Policy at least annually. If the Director of our Global Stewardship Team determines that an issue raises a material conflict of interest, the Director can request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question. Eaton Vance Funds or any other investment vehicle sponsored, managed or advised by one of our affiliates could participate in a securities lending program through a third-party provider. The voting rights for shares that are out on loan are transferred to the borrower and therefore, the lender (i.e., an Eaton Vance Fund or another investment vehicle sponsored, managed or advised by an affiliate) is not entitled to vote the lent shares at the company meeting. However, in certain circumstances a portfolio manager could seek to recall shares for the purposes of voting. In this event, the handling of such recall requests would be on a best efforts basis. Further Information: You can contact your Client Representative or Financial Advisor for information on how to obtain a copy of the Policy or proxy voting records. In the case of registered investment companies that we advise, the fund’s proxy voting records filed with the SEC are available without charge at (i) https://vds.issgovernance.com/vds/#/MTMy, and (ii) the SEC’s website at www.sec.gov. Related, but supplemental, to our formal proxy voting policy, Eaton Vance’s investment teams – in particular, those teams acting for client strategies that are responsive to ESG considerations – have the ability to employ the shareholder rights and stakeholder influence that Eaton Vance exercises on behalf of its clients to encourage, where relevant, strong ESG practices with issuers, borrowers and counterparties. Eaton Vance seeks to engage in these types of stewardship and engagement practices in a manner that is consistent with its role as a responsible long-term investor, its fiduciary obligations, and any specific client directions.

Class Actions and Similar Matters Eaton Vance generally will not make any filings in connection with any shareholder class action lawsuits and similar matters involving securities held or that were held in separate accounts and will not be required to notify custodians or clients in separate managed accounts of shareholder class action lawsuits and similar matters. We will not be responsible for any failure to make such filings or, if we determine to make such filings, to make such filings in a timely manner. Upon client request, we will consider on a case-by-case basis participation in non-US class action lawsuits.

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Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about our financial condition. We are not aware of any financial condition that impairs our ability to meet contractual and fiduciary commitments to you and have not been the subject of a bankruptcy proceeding.

Appendix A Fee Schedules Investment Strategy Large Cap Core

Fee Schedule

Minimum Separate Account Initial Balance

0.45% First $50 million

Generally $25 million

0.40% Next $50 million 0.30% Next $400 million 0.25% Thereafter Large Cap Value Equity

0.45% First $50 million

Focused Value Opportunities

0.40% Next $50 million

Generally $25 million

0.30% Next $400 million 0.25% Thereafter Large Cap Growth Equity

0.45% First $50 million

Focused Growth Opportunities

0.40% Next $50 million

Generally $25 million

0.30% Next $400 million 0.25% Thereafter Global Small Cap

0.70% First $50 million

Generally $25 million

0.60% Next $50 million 0.55% Next $100 million 0.50% Thereafter International Small Cap

0.75% First $50 million

Generally $25 million

0.65% Next $75 million 0.60% Next $100 million 0.55% Thereafter U.S. Small Cap Equity

0.70% First $50 million

Generally $25 million

0.60% Next $50 million 0.55% Next $100 million 0.50% Thereafter U.S. Small/Mid-Cap

0.65% First $50 million

Generally $25 million

0.55% Next $50 million 0.50% Next $100 million 0.45% Thereafter EV International Equity

0.50% First $50 million

Generally $25 million

0.45% Next $50 million 0.40% Next $100 million 0.35% Thereafter Diversified Global Equity

0.45% First $50 million

Generally $25 million

0.40% Next $50 million 0.35% Next $100 million 0.30% Thereafter Mid-Cap Value

0.60% First $25 million

Generally $25 million

0.50% Next $75 million 0.45% Next $100 million 0.40% Thereafter Global Value

0.47% First $50 million

Generally $25 million

0.42% Next $50 million 0.35% Next $100 million 0.30% Thereafter

Investment Strategy Worldwide Health Sciences

Fee Schedule

Minimum Separate Account Initial Balance

0.60% First $50 million

Generally $25 million

0.55% Next $50 million 0.50% Thereafter Equity Harvest

0.70% First $50 million

Generally $25 million

0.65% Next $50 million 0.60% Thereafter Core Fixed Income

0.180% First $250 million

Generally $100 million

0.150% Next $250 million 0.120% Over $500 million Intermediate Core Fixed Income

0.25% First $100 million

Generally $75 million

0.20% Next $150 million 0.125% Over $250 million U.S. Investment Grade Corporate

0.30% First $50 million

Generally $50 million

0.25% Next $50 million 0.20% Over $100 million U.S. Short Duration

0.14% First $150 million

Generally $100 million

0.12% Next $350 million 0.10% Over $500 million CLO Debt

0.475% First $100 million

Generally $200 million

0.40% Next $100 million 0.35% Thereafter Floating Rate Loan

0.475% First $100 million

Generally $200 million

0.40% Next $100 million 0.35% Thereafter Global High Yield

0.50% First $100 million

Generally $50 million

0.45% Next $100 million 0.40% Thereafter Multi-Asset Credit

0.50% First $100 million

Generally $150 million

0.45% Next $100 million 0.40% Thereafter Preferred and Hybrid Securities

0.40% First $75 million

Generally $75 million

0.35% Next $150 million 0.30% Thereafter U.S. High Yield

0.50% First $100 million

Generally $50 million

0.45% Next $100 million 0.40% Next $100 million 0.35% Thereafter High Yield Municipal

0.40% First $25 million

Generally $20 million

0.35% Next $25 million 0.30% Thereafter Taxable Municipal Bond

0.25% First $100 million

Generally $50 million

0.23% Next $200 million 0.20% Thereafter