JEFFERIES FINANCE LLC

Description of the Investment Adviser

The Investment Adviser, Jefferies Finance LLC (“Jefferies Finance”), a U.S.based firm, was formed under the laws of the State of Delaware on October 7, 2004, and is a joint venture between (i) Jefferies Financial Group Inc. (“JFG”), a publicly traded company and the parent of Jefferies LLC (“Jefferies LLC”), a global securities and investment banking firm, and (ii) Massachusetts Mutual Life Insurance Company, a mutual life insurance company organized under the laws of the Commonwealth of Massachusetts (“MassMutual” and, together with JFG, the “JF Investors”). Each of JFG and MassMutual owns a 50% economic and voting interest in the Investment Adviser, and each contributes significant resources and infrastructure support to the Investment Adviser. The Investment Adviser maintains its principal place of business in New York City. References to the Investment Adviser in this Brochure include, as the context requires, the following wholly-owned subsidiaries of Jefferies Finance: Jefferies Credit Partners LLC (“JCP”), Apex Credit Partners LLC (“Apex”), and Apex Credit Holdings LLC (“ACH”, each an “Adviser,” and collectively with JFIN, the “Firm”). Each of JCP, ACH and Apex are wholly- owned subsidiaries of Jefferies Finance, and each is a relying adviser of Jefferies Finance subject to the supervision and control by Jefferies Finance. Jefferies Finance is the sole and managing member of JCP, which serves as the sole and managing member of Apex, and also the sole and managing member of ACH. Each relying adviser’s facilities and personnel are provided by Jefferies Finance. All of the Advisers are under common ownership. Although referred to collectively throughout this Brochure as the “Advisers” or the “Firm”, each Adviser is a distinct entity. The Firm’s asset management business is a multi-strategy credit platform that manages proprietary and third-party capital. The Firm’s asset management business is organized into three principal investment strategies: Private Credit (Jefferies Credit Partners and its subsidiaries), Broadly Syndicated Loans (Apex and ACH) and Revolving Credit Management (Jefferies Finance). The Firm underwrites, arranges, manages and invests in levered loans for private equity sponsors and their portfolio companies globally and is a market leading arranger of U.S. leveraged buyouts (LBOs) and add-on acquisition financings as well as best efforts re-financings, re-pricings and dividend recapitalizations. The Firm provides a range of investment strategies that seek to deliver attractive performance to its advisory clients, which include various pooled investment vehicles, private investment funds, funds of one (collectively, “Private Funds”), separately managed accounts (“Separate Accounts”), issuers that have issued rated notes or loans and non-rated “income” notes or loans to qualified purchasers and non-U.S. persons under collateralized loan obligation transactions (each an “Issuer” or “CLO”) and other structured investment vehicles. These notes or loans are secured by a portfolio of senior secured loans and second lien loans, and a small amount of other debt investments, managed by

an Adviser. The terms of each CLO are set out in an indenture (collectively, the “Indentures”) among the applicable Issuer and trustee (the “Trustee”). I.

Private Credit.

In 2016, JCP was formed for the purpose of becoming the investment management division of the Firm. Today, JCP and its subsidiaries manage approximately $16 billion of capital in the private credit strategy across Private Funds, Separate Accounts, CLOs and business development companies. JCP’s private credit strategy focuses on investing in first-lien senior secured loans to borrowers owned by private equity sponsors. The Investment Adviser markets its private credit asset management business under the name Jefferies Credit Partners. JCP sources investments through a proprietary arrangement with Jefferies LLC that provides JCP with a right of first refusal (the “ROFR”) on all loan investment opportunities originated through our sourcing relationship with the Jefferies investment bank in the United States. Through the ROFR, JCP partners with Jefferies LLC investment bankers who provide opportunities through three primary channels: sponsor coverage, industry coverage, and M&A. II.

Broadly Syndicated Loans.

Apex and ACH are Advisers focused on leveraged loan investing and the management of CLOs and related vehicles. Apex and ACH acquire broadly syndicated loans in the primary and secondary markets that may be originated or underwritten by the Investment Adviser or other third-party loan arrangers. Apex and ACH focus on broadly syndicated first lien senior secured loans, but a small portion of the portfolio may consist of second lien loans and other investments. The Adviser or an affiliate may own some or all of the income notes of Issuers, which represents the economic equity in Issuers. The Adviser owns certain other special purpose subsidiaries, some of which have entered into warehouse credit facilities with third-party lenders to finance their purchase of broadly syndicated loans and other investments. III.

Revolving Credit Management.

As noted above, JFIN was founded in 2004 as a 50/50 joint venture between MassMutual and JFGI to underwrite and lend (broadly syndicated and direct loans) to private equity sponsor- backed companies. JFIN manages Issuers that acquire a diversified portfolio of revolving credit loans and commitments (“Revolver Securitizations”). The JFIN Revolver Securitizations may consist of a mix of funded, unfunded and variable funding tranches. The senior funding commitment for the Revolver Securitizations is typically provided through senior revolving loans held by investors in the senior tranches. The junior funding commitment for the Revolver Securitizations is typically provided by Jefferies Finance. B.

Description of the Advisory Services

The Advisers provide investment management services as the adviser or subadviser to Private Funds and Separate Accounts. The Advisers or their affiliates serve as

general partner, managing member, investment adviser, investment manager, collateral manager, sub-adviser or manager of each of its Advisory Clients. Advisory Clients have investment objectives and restrictions that are particular to each Private Fund, Issuer or Separate Account, such as prohibitions on investing in certain types of assets (e.g., equity securities), restrictions on issuer domiciles, restrictions on price or rating of investments, and limitations on the percentage a particular type of security or instrument can comprise an Advisory Client’s investment portfolio. The Advisers also act as collateral manager to certain Issuers and may act as collateral manager or investment adviser to additional Issuers in the future. In its capacity as collateral manager, an Adviser (i) determines which commercial loans or other debt investments each Issuer may acquire (and whether such loans or other debt investments comply with the eligibility requirements and concentration limits under the Indentures), (ii) monitors and administrates, on an ongoing basis, any loans or other investments that are acquired by each Issuer, and (iii) monitors Issuers’ compliance with the terms of the Indentures. In connection with these services, the Adviser prepares periodic reports on behalf of Issuers, with assistance of the Trustee pursuant to the applicable collateral administration agreement. These reports are distributed to the noteholders. In addition, to comply with any applicable Risk Retention Requirements 1, the Advisers that act as portfolio managers of Issuers (in such capacities, collectively, “CLO Managers”), engage in the following activities: (i) acting as collateral manager of CLO transactions and related warehouse facilities; (ii) engaging in related loan origination and/or trading activities including, but not limited to, originating loans for their own account as an “originator” for the purposes of the European Retention Requirements; (iii) acting as the holder of CLO securities for the purpose of complying with any applicable Retention Requirements and (iv) providing first-loss equity in connection with warehouse facilities. Current and prospective Advisory Clients should refer to the applicable confidential private placement memorandum, offering circular or similar disclosure document (each, an “Offering Circular”), limited partnership agreement, limited liability company agreement, certificate or articles of incorporation, investment management agreement, subscription documents and other governing agreements (collectively with Offering Circulars, the “Governing Documents”) for complete information on the investment objectives, restrictions and risks. Prior performance, when requested and/or provided, while illustrative of an Adviser’s investment experience, is not indicative of future performance and there is no assurance that any investment objectives will be achieved.

The applicable European risk retention requirements include those promulgated under: (a) Part Five of EU Regulation No. 575/2013 together with any regulatory and/or implementing technical standards and guidance relating thereto as amended, replaced or supplemented from time to time (“CRR Retention Requirements”); (b) EU Directive 2011/61/EU (“AIFMD Retention Requirements”); and (c) Commission Delegated Regulation (EU) 2015/35 (“Solvency II Retention Requirements” and, together with the CRR Retention Requirements and the AIFMD Retention Requirements and other applicable European risk retention rules, the “European Retention Requirements”). The U.S. risk retention rules are those promulgated under Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “U.S. Retention Requirements” and together with the European Retention Requirements, the “Risk Retention Requirements”).

C.

Availability of Customized Services

The Firm provides tailored investment advisory services to our Advisory Clients in accordance with each Advisory Client’s investment objectives, strategies, and restrictions as set forth in the applicable Governing Documents. Other than for funds of one and Separate Accounts, we do not tailor our advice to the individualized needs of any particular investor in a Private Fund or Issuer. Prior to investing, each investor in a Private Fund or Issuer must consider whether that vehicle meets such investor’s investment objectives and risk tolerances. The Firm may enter into “side letters” or similar agreements pursuant to which certain investors are granted specific rights, benefits, or privileges that may not be generally made available to other investors of the particular Issuer or Private Fund. Such benefits may include, among others, the waiver or reduction of management fees, incentive fees, the provision of additional information or reports, and more favorable transfer rights or liquidity rights. From time to time, investors have negotiated to impose restrictions on investing in certain securities or types of securities. D.

Wrap Fee Programs The Firm does not participate in wrap fee programs.

E.

Assets Under Management

As of December 31, 2025, the Firm managed $23,121,875,997 on a discretionary basis and $1,472,935,634 on a non-discretionary basis. The Regulatory Assets Under Management for the Firm at that time was $24,594,811,631.

Advisory Fees and Compensation

The Firm may charge carried interest, incentive fees, performance compensation, management fees, advisory fees and other fees to its Advisory Clients. Advisory Clients should review the Governing Documents of the respective Private Fund, Issuer or Separate Account for complete information on all fees and compensation. In certain circumstances, the advisory fees payable to the Firm by Separate Account or Private Fund investors may be negotiable. The fees as set forth in the collateral management agreements for Issuers are non-negotiable. With respect to Separate Accounts, as such accounts are structured for a single investor or a group of investors, the fees and compensation to be received by the Firm may contain more customized calculations than those for Issuers or Private Funds. The calculation method for the services provided to Separate Accounts and Private Funds are disclosed in the applicable Governing Documents.

B.

Payment of Fees; Timing of Payments; Termination

For many of our Advisory Clients, we are authorized under the Private Fund’s or Separate Account’s Governing Documents to charge and deduct advisory fees directly from the assets of the applicable Private Fund or Separate Account, at the times and in the amounts set forth in the Governing Documents. For funds of one and Separate Accounts, our ability to deduct advisory fees may be negotiable. Base advisory fees for many of our Advisory Clients, including many of the Private Funds, are payable in arrears, generally on a quarterly or semi-annual basis. Because such advisory fees are payable in arrears, they are not paid until after services have been rendered. With respect to certain Private Funds and other Advisory Clients, the base advisory fees are payable in advance, generally on a quarterly basis. Please refer to the applicable Governing Documents for complete information on the timing of advisory fee payments. Advisory Clients have the right to terminate the advisory or investment management agreements in accordance with the terms of such agreements. Our policy is to repay advisory fees paid in advance in excess of the pro rata portion earned (based on the number of days during the period) through the termination date. With respect to Issuers, the management fees (and if applicable, any incentive fees) are paid on a quarterly basis. Fees are determined by the Trustee (or administrator, if applicable) in conjunction with the other payments that are required to be made on each payment date, based on the collections received by each Issuer during the quarterly period preceding such payment date. Pursuant to each Issuer’s Governing Documents, such fees and other payments are set forth in a report that is prepared by the Trustee, reviewed and approved by the Firm and distributed to the noteholders prior to the applicable payment date. Payment of fees is made by the Trustee on behalf of Issuers on the applicable payment date. Fees with respect to Issuers are not otherwise invoiced. The payment method for fees, and calculation thereof, to be received by the Firm in connection with services provided to Private Funds and Separate Accounts are disclosed in the applicable Governing Documents. C.

Transaction-Related Fees.

Jefferies Finance lead arranges and underwrites a variety of debt products consisting of senior secured loans, revolving credit facilities, bridge backstop commitments, asset-based loans and other leveraged loan products. The leveraged finance business of Jefferies Finance will involve a mix of both committed and “best efforts” broadly syndicated and private credit transactions. Jefferies Finance may also act as administrative agent and/or collateral agent in connection with these credit facilities, and may also act as a lender on a proprietary basis and earn fees and interest in such capacity. The Firm and its affiliates may receive origination, commitment, arrangement, documentation, structuring, facility, monitoring, amendment, administrative agent, and other transaction-related fees from portfolio companies in which one or more Advisory

Clients invest (or are considering investing). The Firm and its affiliates will also receive fees and interest with respect to the loans and commitments that it invests on a propriety basis. The receipt of these fees creates conflicts of interest because it gives the Firm and its affiliates an economic incentive to pursue or recommend transactions that generate such compensation. However, these fees and interest are not considered advisory compensation and are not management-fee offsets unless a client’s governing documents expressly provide for an offset. The Investment Adviser believes that serving in these roles provides more attractive investments to the Firm’s Advisory Clients over time, even if any particular role (and the fees received in connection therewith) could conflict with the short-term interests of any Advisory Clients on any particular deal. In some cases, a portion of an asset (or commitment) is held by the Firm on proprietary basis in anticipation of a subsequent transfer to an Advisory Client or to a third party. When that portion is sold to third parties, the Firm may receive a fee or profit. We have an incentive to find larger deals than our Advisory Clients would ordinarily want to purchase to generate these transaction fees and profits. Further, these fees and profits create an incentive for the Firm to sell a larger portion of a loan to third parties (thereby reducing the Advisory Clients’ shares of the loan) rather than Advisory Clients because such sale could allow the Firm to receive such fees or profits. To partially mitigate these conflicts, our Advisory Clients generally receive their minimum desired allocations, as determined pursuant to an Adviser’s allocation policy, before any portion of an originated investment is sold to a third party. D.

Additional Payments of Interest and Principal as Noteholder

Generally, the Firm may own income notes or loans of an Issuer and may also own a portion of other notes or loans of an Issuer at the same time, and therefore will receive payments of interest and principal in respect of these notes on a pro rata basis with other noteholders or lenders to the extent provided under the applicable Indentures. E.

Additional Fees and Expenses

In addition to the fees payable to the Firm, subject to each Advisory Client’s Governing Documents, Advisory Clients may pay or otherwise bear all applicable fees, costs, expenses and other liabilities arising in connection with the establishment and operation thereof (collectively, “Account Expenses”), including (but not limited to) fees, costs, and expenses related or attributable to:

any sales or other taxes, fees, or government charges that may be assessed against an Advisory Client;

commissions, brokerage fees, and similar charges incurred in connection with the purchase or sale of securities and other assets (including any fees payable to third parties and whether or not any such purchase or sale is consummated);

due diligence, development, negotiation, structuring, settlement, monitoring and holding portfolio investments (whether or not consummated), including legal, tax, accounting and other expenses therewith;

market data costs and research-related expenses, including, without limitation, news and quotation equipment, software, and services;

meetings or conferences with Advisory Clients and investors therein;

any investigation, administrative proceeding or regulatory matter, litigation and threatened litigation involving an Advisory Client;

indemnification obligations and expenses;

normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, tax advisory, tax preparation, audit, legal, external consulting, custodial and registration services;

premiums related to risk management services and insurance;

dissolution of investment vehicles and liquidation of assets;

appraisal and valuation of assets;

organizational expenses, including costs and expenses pertaining to the offering and sale of interests, documentation, filing, related legal and other organizational payments;

services provided by any third-party service provider (such as an administrator, depositary, custodian, tax, legal, audit and compliance professionals, independent directors or other service providers);

fees, costs, and expenses associated with compliance by an Advisory Client, the Investment Adviser or their respective affiliates that are involved in the management of an Advisory Client, or an account with all applicable laws, rules, and regulations, including certain expenses related to regulatory filings;

certain administrative expenses in respect of the foregoing, as applicable, including allocated costs of services that were performed by the Investment Adviser or an affiliate, such as an in-house lawyer, accountant, tax advisor or other professional; and

travel-related expenses (including costs of private travel, lodging and entertainment) in respect of the foregoing, as applicable.

The Firm may from time to time incur Account Expenses on behalf of more than one Advisory Client. To the extent such Account Expenses are incurred for the account or benefit of more than one Advisory Client, each such Advisory Client will typically bear an allocable portion of any Account Expenses in proportion to the size of its investment (or proposed investment) in the activity or entity to which such Account Expense relates (subject to the terms of each Advisory Client’s Governing Documents) or in such other manner as the Firm considers fair and equitable under the circumstances. While the Firm

endeavors to allocate such Account Expenses in a fair and equitable basis in accordance with its expense allocation policies and procedures, such allocation determinations may involve assumptions, estimates, projections, and the subjective judgment of the Firm in assessing actual or potential benefits received by each Advisory Client. Please refer to the Governing Documents of the applicable Advisory Client for complete information on the Account Expenses payable or borne by such Advisory Client. Sourcing and diligence expenses incurred with respect to the pursuit of particular investments that are never actually consummated are referred to as “broken deal” expenses. Examples of such “broken deal” expenses include fees and expenses of any legal, investigative, financial, accounting, consulting or other advisors or lenders, investment banks and other financing sources in connection with arranging financing for transactions that are not consummated; any travel and accommodation expenses; and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions. These types of broken-deal expenses are generally borne by the applicable Advisory Clients and any co-investment vehicles that may participate in the relevant investment strategy. The proportions of such expenses are generally allocated pro-rata and in accordance with the applicable Governing Documents.

The descriptions set forth in this Brochure of specific advisory services that the Firm offers to Advisory Clients, the investment strategies pursued, and investments made by the Firm on behalf of Advisory Clients, should not be understood to limit in any way the Firm’s investment activities. The Firm may offer any advisory services, engage in

any investment strategy and make any investment, including any not described in this Brochure, that the Firm considers appropriate, subject to each Advisory Client’s investment objectives and guidelines. The investment strategies the Firm pursues are speculative and entail substantial risks. Advisory Clients should be prepared to bear all or a substantial loss of capital. There can be no assurance that the investment objectives of any Private Fund or other Advisory Clients will be achieved. The Firm’s investment strategies generally focus on (i) determining which commercial loans, other debt investments and other securities or assets Advisory Clients should acquire (and whether such loans or other investments comply with the eligibility requirements and concentration limits under the applicable Governing Documents), (ii) monitoring and administering, on an ongoing basis, any loans or other investments that are acquired by the Advisory Client accounts, and (iii) in the case of Issuers, monitoring compliance with the terms of the Indentures. B.

Material, Significant, or Unusual Risks Relating to Investment Strategies

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in Advisory Clients advised by the Firm. These risk factors include only those risks the Firm believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Firm. A more detailed explanation of risk factors can be found in each Issuer’s, Private Fund’s or Separate Account’s Governing Documents. Risks Related to the Advisers and its Affiliates This Section applies to all advisory businesses within Jefferies Finance unless otherwise stated. Reliance on Jefferies Financial Group. The Investment Adviser relies on JFG and its subsidiaries for certain facilities, technology infrastructure and a variety of administrative requirements. Investment Adviser also relies on JFG and its subsidiaries for other services, including accounting and tax services, transaction support, legal and compliance services, business continuity, planning and support, technology infrastructure and information security. The Investment Adviser would not be able to operate its business without this support. For certain Advisory Clients, the ability of the Advisory Clients to achieve their investment objectives will be dependent on the existing and future relationships of JFG’s investment bankers. The origination of new investment opportunities for private credit is dependent on the relationships that JFG has with its existing clients, including private equity sponsors. JCP exclusively relies on JFG to source direct lending investment opportunities for its advisory clients. JFG may offer its clients products or services that compete with private credit loans, such as high yield bonds, bridge financings or direct equity investments. In each of these cases, the alternative investment opportunities would not be offered to any Advisor or its Advisory Clients. The types of products offered by JFG will be driven by various market factors that are outside of the Advisers’ control, and there

is no assurance that the origination of investment opportunities will continue on a pace consistent with historical practice. The origination of new revolving credit facilities and broadly syndicated loans is also dependent on JFG. Any adverse business, legal, regulatory, reputational, credit or other effect on JFG that negatively impacts its relationships with its clients may have an adverse impact on the Firm’s to source investments for any Advisory Clients. Business Continuity Risk. The Firm has developed a Business Continuity Program (the BC Program) that is designed to minimize the impact of adverse events that affect its ability to carry on normal business operations. Such adverse events include, but are not limited to, natural disasters, outbreaks of pandemic and epidemic diseases (such as the COVID-19 pandemic), terrorism, acts of governments, any act of declared or undeclared war, power shortages or failures, utility or communication failure or delays, labor disputes, strikes, shortages, supply shortages, and system failures or malfunctions. While the Firm believes the BC Program should allow it to resume normal business operations in a timely manner following an adverse event, there are inherent limitations in such programs, including the possibility that the BC Program does not anticipate all contingencies or procedures or work as intended. Vendors and service providers to the Firm and its affiliates may also be affected by adverse events and are subject to the same risks that their respective business continuity plans do not cover all contingencies. In the event the BC Program at the Firm or similar programs at vendors and service providers do not adequately address all contingencies, Advisory Client portfolios may be negatively affected as there may be an inability to process transactions, calculate net asset values, value client investments, or disruptions to trading in client accounts. An Advisory Client’s ability to recover any losses or expenses it incurs as a result of a disruption of business operations may be limited by the liability, standard of care, and related provisions in its contractual agreements with the Firm and other service providers. Cyber-Security Risk. The increasing reliance on internet-based programs and applications to conduct transactions and store data creates growing operational and security risks. Targeted cyber-attacks, or accidental events, can lead to a breach in computer and data systems’ security and subsequent unauthorized access to sensitive transactional and personal information. Data taken in breaches may be used by criminals in identity theft, obtaining loans or payments under false identities, and other crimes that could affect the value of assets in which Advisory Clients invest. Cyber-security breaches at the Firm or its vendors and service providers may also lead to theft, data corruption, or overall disruption in operational systems. These threats may also indirectly affect Advisory Clients through cyber incidents with third party service providers or counterparties. These risks can disrupt the ability to engage in transactional business, cause direct financial loss and reputational damage, or lead to violations of applicable laws related to data and privacy protection and consumer protection. Cyber-security risks also result in ongoing prevention and compliance costs. Legal and Regulatory Risk. The Firm is subject to regulation by laws at local and national levels and in multiple jurisdictions, including foreign countries. Specific and general regulations addressing capital markets, including tax laws and regulations, whether

in the United States or abroad, could increase the cost of acquiring, holding, or divesting portfolio investments, the profitability of investments, and the costs of operating the Private Funds, Issuers and Separate Accounts. Additional regulation could also increase the risk of third-party litigation. The Firm may also indirectly be affected by regulation of banks and other financial services firms with which the Firm does business, obtains financing or provides other services, or seeks to sell interests in loan securitizations. The regulatory regimes applicable to financial services firms with which the Firm does business may increase borrowing costs or limit the terms or availability of credit, affect the terms or pricing of loan securitizations, affect the collectability of loans, or have other indirect effects. These regulations and regulatory powers may reduce returns to investors in loan portfolios as a result of, among other things, additional compliance and administrative expenses, failure to obtain full repayment on portfolio loans, administrative enforcement actions and fines by state or federal regulators and civil litigation against holders of loans, and a reduction in the availability of appropriate loans for investment. Similarly, violations of law or regulation by the originators or servicers of loans held directly or indirectly by investors could result in the originators or servicers being subject to administrative fines or penalties, borrower restitution obligations, or other consequences that could negatively impact investors in such loans. The Advisers and/or any of their respective principals and/or employees could also be named as a defendant in, or otherwise become involved in, litigation. Litigation and regulatory actions could be time-consuming and expensive and could lead to unexpected losses, which expenses and losses could be subject to indemnification by our clients. Legal proceedings could continue without resolution for long periods of time and their outcomes, which could materially and adversely affect our clients or our ability to manage our clients’ accounts, are often impossible to accurately predict. The Firm would likely be required to expend significant resources responding to any litigation or regulatory action, which could be a distraction from our business activities. Investment activities of Advisory Clients subject them to the risks of becoming involved in litigation by third parties. This risk could be somewhat greater if the Advisory Client (either together or with other Advisory Clients) were to exercise control or significant influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misconduct, bad faith, fraud or gross negligence, typically be borne by the Advisory Client and could reduce net assets. The Advisors and others are indemnified by Advisory Clients in connection with such litigation, subject to certain conditions. Investors in Private Funds could be required to repay distributions, subject to certain limits, if required to fund indemnification payments to the Advisors or others. Privacy and Data Protection. The Firm’s processing of personal information entails legal and regulatory risks. Legal requirements relating to the collection, storage, handling and transfer of personal information continue to develop. For example, the Firm and/or its affiliates could become subject to new legislation or regulation concerning the personal information it may process. In addition, the Firm has obligations under existing laws and regulations, such as the California Consumer Privacy Act of 2018, as amended,

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As described in Item 4 above, the Firm’s Advisory Clients include Private Funds, Issuers and Separate Accounts. The terms and conditions of the advisory arrangements with the particular type of Private Fund, Issuer or Separate Account vary depending upon the type of services provided or the type of Private Fund, Issuer or Separate Account, and these terms and conditions may vary among Advisory Clients. The minimum account size necessary to open and maintain a Separate Account with the Firm varies by the type of Advisory Client and the relevant strategy. Furthermore, while we generally do not impose an investment minimum on our Advisory Clients, certain Advisory Clients, such as Private Funds, often impose investment minimums for investors in such funds. These investment minimums, if any, can be found in the applicable Advisory Clients’ documents. We reserve the right to reduce or waive any investment minimums that are required of investors, depending on a variety of factors, such as a particular Advisory Client’s circumstances or investment strategies. The Firm may advise additional Advisory Clients in the future (including additional Issuers under new CLOs, as well as new Private Funds, Separate Accounts, and Business Development Companies).

The Firm accepts performance-based compensation (whether in the form of incentive fee or carried interest) from Advisory Clients if so provided for in the Governing Documents of each Advisory Client. Performance-based fee arrangements create an incentive for the Firm (i) to recommend investments that may be riskier or more speculative than those that it may recommended under a different fee arrangement and (ii) to dispose of investments at a time and in a sequence that could generate the most performance-based compensation. To help mitigate such potential conflicts of interest, the Firm has investment committees as well as policies and procedures in place to ensure that investment decisions are made in accordance with its fiduciary duties without consideration of the Firm’s (or any of its personnel’s) pecuniary, investment or other financial interests. When the Firm determines the fair value of any assets, the Firm is incentivized to have higher valuations because the calculation of performance-based fee may be based on such valuations. This risk is mitigated by the following processes. Valuations will be subject to periodic review by a valuation constituted by JCP personnel (the “Valuation Committee”) which is responsible for implementing the valuation process for the Fund(s) and will consist of non-investment personnel. The Valuation Committee, among other functions, reviews, and recommends or rejects, the proposed valuations of the Adviser, reviews a comparison of the internal fair marks and independent valuation ranges, and assesses whether consistent valuations are used across the Adviser’s investment platform. The Valuation Committee also assesses whether those valuations

have been calculated in accordance with the valuation methodologies set forth in the Adviser’s valuation policy. In the allocation of investment opportunities, performance-based compensation arrangements may also create an incentive for the Firm to favor Advisory Clients with higher performance-based compensation arrangements over those that are charged lower performance- based compensation arrangements or are not charged performance-based compensation at all. To address this potential conflict of interest, (i) the Firm has adopted a global investment allocation policy that governs the allocation of investment opportunities across all Advisers and any of their investment advisory subsidiaries and (ii) each Adviser has adopted an investment allocation policy that governs the allocation of investment opportunities across its Advisory Clients. These policies require the Firm to treat each of its Advisory Clients in a manner consistent with its fiduciary obligations and prohibit the Firm from favoring any particular Advisory Client.

Broker-Dealer Registration Status

The Firm and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. The Firm has entered into and in the future may enter into placement agent arrangements with third parties and affiliates, including Jefferies LLC. Such arrangements may result in commitment-based fees being paid to such third parties and affiliates, as applicable. B.

Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status

The Firm and its management are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C.

Material Relationships or Arrangements with Industry Participants

JFG and MassMutual. The JF Investors (as described in Item 4) are large and complex organizations with many affiliates involved in the financial industry. JFG provides clients with capital markets and financial advisory, institutional brokerage, securities research, and asset management services. JFG also provides trade execution in equity, high-yield and international securities for institutional investors and high net worth investors. JFG may act as an adviser or sub-adviser, including as a restructuring advisor or financial advisor, to companies whose securities or loans are acquired by Advisory Clients, or to other interested parties, such as bondholders, equity holders, creditors’ committees and potential purchasers. As a result, officers, directors, employees, representatives, agents or affiliates of the Investment Adviser may possess information relating to client assets that is not known to the individuals at the Investment Adviser responsible for monitoring the assets and performing the other obligations under the applicable governing documents. MassMutual provides financial products such as life insurance, disability income insurance, long term care insurance, retirement/401(k) plan services, and annuities. Major affiliates include Barings LLC and Haven Life Insurance Agency. Investment adviser affiliates of MassMutual, such as Barings, compete with the investment advisory business of the Firm.

Apex and ACH. Each of Apex and ACH provides portfolio management services to certain Issuers and has discretion over Issuers each manages. Issuers are parties to their respective investment management agreements with Apex or ACH. Apex and ACH receives fees from Issuers for its services. Each Apex and ACH is subject to supervision and control by the Investment Adviser and is a Relying Adviser in reliance upon the SEC’s staff’s no-action letter to the American Bar Association dated January 18, 2012, which was subsequently confirmed in the SEC’s Investment Advisers Act Release IA-4509. Jefferies Credit Partners. JCP provides portfolio management services to certain Issuers, Private Funds and Separate Accounts. JCP has discretion over any Issuers, Private Funds or Separate Accounts it manages and is party to investment management agreements with each applicable Issuer, Private Fund and Separate Account. JCP receives fees for its services from the Issuers, Private Funds and Separate Accounts that it manages. JCP is subject to supervision and control by the Investment Adviser and is a Relying Adviser in reliance upon the SEC’s staff’s no-action letter to the American Bar Association dated January 18, 2012, which was subsequently confirmed in the SEC’s Investment Advisers Act Release IA-4509. Administrative Agency. The Investment Adviser serves as administrative agent and collateral agent to various loan syndicates (including syndicates in which both Advisory Clients and third parties are bank and non-bank lenders) and, in that capacity, engages in loan servicing and provides other administrative services to borrowers and lenders (in such capacity, “JFIN Agency”). JFIN Agency receives or will receive fees in connection with such services. Generally, any such loan servicing or administration or similar fees received by JFIN Agency from or with respect to portfolio companies in which Advisory Clients invest will not be shared with and will not be offset against management fees or other amounts payable by such Advisory Clients. Jefferies Credit Partners Europe Limited. Jefferies Credit Partners Europe Limited (“JCP Europe”) is a wholly-owned subsidiary of JCP and is a newly formed investment adviser that intends to provide portfolio management services in connection with the investment of senior secured loans of European borrowers. JCP Europe is a registered as a MIFIDPRU investment manager in the United Kingdom and is an SECregistered investment adviser with the SEC. Jefferies Credit Management LLC. Jefferies Credit Management LLC (“JCM”) is an indirectly subsidiary of the Investment Adviser and provides portfolio management services to certain Issuers, Private Funds and business development companies. JCM has discretion over any Issuers, Private Funds or business development companies it manages and is party to investment management agreements with each applicable Issuer, Private Fund and business development company. JCM receives fees for its services from the Issuers, Private Funds and business development companies that it manages. JCM is an SEC-registered investment adviser with its SEC.

Conflicts of Interests General Conflicts of Interest The Firm is subject to various actual and potential conflicts of interest, including, but not limited to, those described in this Brochure, which it attempts to identify, monitor and mitigate. Further, the Firm has implemented policies and procedures reasonably designed to ensure its Advisory Clients are treated fairly and equitably over time. Finally, the Firm believes that it is effectively aligned with its Advisory Clients through the economic structures of Advisory Client accounts as well as the Firm having co-investments alongside many Advisory Clients. The Firm believes that these factors, together with its commitment to put investors first, effectively mitigate the risks associated with such conflicts of interest. Conflicts Related to the Activities of Jefferies Financial Group Inc. and its Subsidiaries As a diversified global financial services firm, Jefferies Financial Group Inc. and its subsidiaries (collectively, “JFG”) engages in a broad spectrum of activities, including investment banking and capital markets, asset management and direct investing. JFG’s strategy focuses on strengthening and expanding its core businesses of investment banking and capital markets and asset management, while continuing to simplify its structure and return capital to its stockholders. In the ordinary course of its business, JFG is a full-service investment banking and financial services firm and therefore engages in activities where JFG’s interests or the interests of its clients may conflict with the interests of any Advisory Client. A. Trading and Principal Investing Activities JFG will generally conduct its sales and trading businesses, publish research and analysis, and render investment advice without regard for any Advisory Client’s holdings, although these activities could have an adverse impact on the value of one or more of the Advisory Client’s investments, or could cause JFG to have an interest in one or more portfolio investments that is different from, and potentially adverse to any Advisory Client. JFG’s sales and trading, financing, and principal investing businesses have acquired or invested in, and in the future may acquire or invest in, minority and/or majority control positions in equity or debt instruments of diverse public and/or private companies. Such activities may put JFG in a position to exercise contractual, voting, or creditor rights, or management or other control with respect to securities or loans of portfolio companies or other issuers, and in these instances JFG may, in its discretion and subject to applicable law, act to protect its own interests or interests of clients, and not the Advisory Client’s interests. B. Investment Banking Activities JFG advises clients on a variety of mergers, acquisitions and financing transactions. JFG may act as an advisor, placement or agent or selling agent to clients,

including other investment funds that may compete with Advisory Clients with respect to investments in portfolio companies in which an Advisory Client has invested or may invest. JFG may give advice and take action with respect to any of its clients or proprietary accounts that may differ from the advice given, or may involve an action of a different timing or nature than the action taken, by an Advisory Client. JFG may give advice and provide recommendations to persons competing with an Advisory Client or its portfolio companies that are contrary to an Advisory Client’s best interests and/or the best interests of any of their portfolio companies. JFG owes no duties to any Advisory Client. JFG could be engaged in financial advising, whether on the buy-side or sellside, or in financing or lending assignments. An Advisory Client may make investments in portfolio companies in transactions that JFG could be engaged as a financial adviser and earning significant fees that are contingent on closing. In certain cases, the closing of an acquisition may be contingent on the buyer obtaining financing or the purchase price of an acquisition may be higher if the buyer is able to obtain favorable financing terms. This creates a conflict of interest between JFG acting as sell-side advisor and an Advisory Client, as JFG has no duty to act in the best interests of any Advisory Client and has a financial incentive to ensure that closing occurs and at the highest price possible. Additionally, these arrangements could result in JFG’s determining in its discretion or being required to act exclusively on behalf of one or more third parties, which could limit the Adviser’s ability to transact with respect to one or more existing or potential investments. JFG may have relationships with third-party funds, companies or investors who may have invested in or may look to invest in investments held by Advisory Clients, and there could be conflicts between the best interests of an Advisory Client, on the one hand, and the interests of a JFG client or counterparty, on the other hand. JFG’s investment banking professionals may introduce a potential portfolio company to the Adviser that requires financing to complete an acquisition transaction (or otherwise). In connection with any originated investment that is sourced by JFG, JFG will receive a finder’s fee to the extent permitted by applicable law payable by the Adviser or its affiliates. Such fees received by JFG do not offset or reduce the management fee. As a result of such fees, JFG has an incentive to source investments for the Adviser to approve for its Advisory Clients regardless of whether such investments satisfy any investment criteria. JFG may provide investment banking services to competitors of portfolio companies, as well as to private equity and/or private credit funds or other business development companies that compete with the Adviser and the Advisory Clients; such activities may present JFG with a conflict of interest vis-à-vis the Advisory Clients and its investments. The Advisory Client’s portfolio companies may engage JFG to perform investment banking services, including advice on valuing, structuring, negotiating and arranging financing for certain transactions, and JFG may also earn fees in connection with consummated or unconsummated transactions. Such investment banking fees earned by JFG do not offset or reduce the management fee payable to the Adviser. These services

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The Firm has adopted a Code of Ethics (the “Code”) pursuant to 17 C.F.R. §275.204A-1. The Firm’s employees are subject to JFG’s Code of Ethics. The purpose of the Code is to identify and specify the ethical and legal framework in which Firm’s personnel are required to operate and to highlight some of the guiding principles and mechanisms for upholding the Firm’s standard of business conduct. Persons subject to the Code are subject to, among other things, various restrictions relating to their acquisition and disposition of personal securities transactions. These restrictions include preauthorization and disclosure requirements, restrictions on short term trading, and general prohibitions on transactions in securities in certain circumstances, including: when in possession of inside information; transactions in securities of issuers on the Firm’s restricted list or during specified blackout periods; transactions in securities at a time when the employee intends, or knows of another employee’s intention, to purchase or sell that security or an equivalent security on behalf of Advisory Clients; and acquisition of securities in initial public offerings. There are also restrictions on the acquisition by persons subject to the Code in private placements, which investments require the prior approval and the satisfaction of certain conditions. The Code also addresses the fiduciary duties expected of the persons subject to the Code, including confidentiality obligations, gift and corporate opportunity policies, and restrictions on outside business activities. The Code is based on a few basic principles: (i) the interests of Advisory Clients come before the interests of the Firm and its respective personnel; (ii) the professional activities and personal investment activities of the Firm’s respective personnel must be consistent with the Code and avoid any actual or potential conflicts of interest; (iii) the activities of the Firm’s respective personnel must be conducted in a way that avoids any abuse of any such person’s position of trust with and responsibility to the Firm and its respective Advisory Clients; and (iv) employees may not engage in any act, practice or course of conduct that would violate the provisions of the federal securities laws. A copy of the Code can be provided to Advisory Clients and prospective Advisory Clients upon request.

B.

Other Potential Conflicts of Interest.

While neither the Firm nor its affiliates will receive commissions from Advisory Clients, the Firm and its affiliates may receive fees and other remuneration (including underwriting fees and fees from borrowing) in connection with the origination of assets to be initially held by the Firm or its affiliates and pursuant to certain “warehousing” transactions. Additionally, under certain circumstances, Advisory Clients may pay commissions to un- affiliated third parties in connection with transactions effectuated by, at or through those un- affiliated third parties. In addition, the Firm and its related persons may, directly or through one or more entities, sell securities in which they have a direct or indirect ownership interest to certain Advisory Clients in connection with certain “warehousing” transactions, provided that the sale is consistent with the Firm’s fiduciary obligations to such Advisory Clients. Such transactions will be fully disclosed in writing, and the written consent of the appropriate Advisory Client (which, in certain circumstances, may be provided by a Fund’s Advisory Committee) or Advisory Clients, as applicable, will be obtained prior to the consummation of any such transactions in accordance with Section 206(3) of the Investment Advisers Act and all other applicable state and federal securities laws.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions The Firm will use commercially reasonable efforts to obtain the best prices and execution for all orders placed with respect to each transaction, considering all relevant circumstances. Subject to the objective of obtaining best prices and execution by taking into account factors including but not limited to available prices, rates of brokerage commissions and size and difficulty of the order, the nature of the market for such security, the time constraints of the transaction, execution capabilities, reliability (based on total trading rather than individual trading), integrity, stability and financial condition of the broker in general, execution and operational capabilities of competing brokers and/or dealers, and the value of the ongoing relationship with such brokers and/or dealers, the Firm may, in the allocation of business, select brokers and/or dealers with whom to effect trades on behalf of an Advisory Client and open cash trading accounts with such brokers and dealers (provided that none of the securities or other assets may be credited to, held in or subject to the lien of, the broker or dealer with respect to any such account). 1.

Research and Other Soft Dollar Benefits. The Firm does not currently utilize soft dollar benefits.

2.

Brokerage for Client Referrals.

Neither the Firm nor any related person receives client referrals from any broker-dealer or third party. 3.

Directed Brokerage.

The Firm does not recommend, request or require that an Advisory Client direct the Firm to execute transactions through a specified broker-dealer. B.

Order Aggregation

The Firm may aggregate sales and purchase orders of securities placed with respect to the securities with similar orders being made simultaneously for other Advisory Client accounts managed by the Firm or with accounts of the affiliates of the Firm, if in the Firm’s reasonable judgment such aggregation will result in an overall economic benefit to Advisory Clients, taking into consideration the advantageous selling or purchase price, brokerage commission or other expenses, as well as the availability of such securities on any other basis. When a transaction occurs as part of any aggregate sales or purchase orders, the objective of the Firm (and any of its affiliates involved in such transactions) will be to allocate the executions among Advisory Client accounts in an equitable manner. C.

Trade Error

Advisory Client account transactions are effected on occasion in a manner that differs from what was intended for the account. The Firm reviews any trade errors that it discovers, on a case-by-case basis, and decides what corrective steps to take if any, after reviewing the error. In general, an Advisory Client retains any gain from an error and the Firm bears any loss from an error.

Economic Benefits for Providing Services to Clients

In connection with investments made by certain of Private Funds or other Advisory Clients, the Firm or its related persons may receive commitment, structuring, monitoring or other transaction fees from portfolio investments in which one or more Private Funds or other Advisory Clients may invest or propose to invest. The potential for the Firm and its related persons to receive such economic benefits may create conflicts of interest as the Firm and its related persons may have economic incentives to invest in

portfolio investments that provide such benefits. To mitigate potential conflicts, such benefits received by the Firm in connection with its services related to portfolio companies or transactions are generally offset in whole or in part against advisory fees payable by the related Private Fund or other Advisory Client. The Firm has entered into placement agent arrangements with Jefferies LLC and certain third parties. The Firm may enter into additional similar arrangements in the future, including with affiliates. Such arrangements may result in Jefferies LLC, such other affiliates or third parties, as applicable, receiving certain commitment- based fees. B.

Compensation to Non-Supervised Persons for Client Referrals

The Firm engages placement agents who are not supervised persons for client referrals. Additional placement agents may be engaged with respect to the Advisory Clients. Third party placement agents that solicit prospective investors on behalf of the Advisory Clients may present a conflict of interest because they will be compensated by the Manager and/or the General Partner of the Advisory Client in connection with their solicitation activities. Additionally, one or more related persons of the Firm may receive fees or other remuneration in connection with the origination and placement of CLOs. The types of promoters the Firm may engage include registered broker-dealers, foreign brokers or placement agents and other financial professionals.

There are no legal or disciplinary events that are material to an Advisory Client’s or prospective Advisory Client’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management.

Frequency and Nature of Review of Client Accounts or Financial Plans

The Firm performs various ongoing and periodic reviews of Advisory Clients’ portfolios. Such reviews are conducted by employees of the Firm. B.

Factors Prompting Review of Client Accounts Other than a Periodic Review

A review of an Advisory Clients’ accounts may be triggered by any unusual activity or special circumstances. C.

Content and Frequency of Account Reports

The Firm compiles monthly and quarterly reports for Issuers with the assistance of the Trustee as described in the Indentures. The content of the monthly report includes a statement of the principal balances of the collateral loans and

investments of Issuers, the value of the collateral for purposes of the collateral coverage tests under the Indentures, the proceeds collected since the prior report, certain characteristics of the collateral loans and investments of Issuers, the collateral loans and investments that were sold since the prior report, or became defaulted or were downgraded, a calculation of certain collateral quality tests, and certain other information set forth in the Indentures or requested by the Trustee. The quarterly report sets forth all of the amounts that are to be distributed on each payment date pursuant to the “Priority of Payments” under the Indenture. This includes expense payments, the collateral management fees, interest payments to noteholders, principal payments and other payments, as set forth in the Indenture. The Firm provides reports to investors in Private Funds and to other Advisory Clients as required by the applicable Governing Documents. Investors in Private Funds and Advisory Clients should refer to the applicable Governing Documents for further information on the reports provided to a particular Private Fund’s investors or to the Advisory Client. In addition, the Governing Documents of certain Private Funds and other Advisory Clients sometimes require quarterly and annual financial statements to be distributed to a Private Fund’s investors or to the Advisory Client and the Firm also typically provides written investor letters with respect to a Private Fund or other Advisory Client and its performance. The Firm distributes K-1 filings to investors, where applicable, and provides certain other reports and analyses to investors and potential investors upon request. With respect to certain Issuers that are CLOs or similarly structured finance vehicles, the independent Trustees will generally prepare monthly compliance reports. Additionally, the Firm may prepare periodic investor letters, portfolio profile summaries and pro forma results to supplement and further clarify any Trustee reports. Also, in connection with equity distributions for Private Funds, the Firm typically sends a letter to the investors in these Private Funds summarizing the current status of the particular Private Fund and all distributions made to date. Finally, the Firm may hold annual investor meetings and calls and other interim calls as appropriate for certain of the Private Funds or other Advisory Clients.

It is the Firm’s general policy not to have physical custody of any Advisory Client assets. However, the Firm is deemed to have custody of the assets of certain Private Funds or other Advisory Clients because of the authority it or a related party has over such Advisory Clients or their assets. It is the Firm’s policy generally to cause each Private Fund with assets over which the Firm is deemed to have “custody” (pursuant to rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”)) to be audited annually and to distribute audited financial statements, prepared in accordance with U.S. (or region specific) generally accepted accounting principles (“GAAP”), to the Private Fund’s investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Private Fund, the Firm will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to such Private Fund to all investors promptly after completion of the audit. In the alternative, where the Firm is deemed to have custody of an Advisory Client account solely due to its ability to withdraw Advisory Client funds to pay its advisory fees, the Firm may comply with the Custody Rule by having a reasonable belief that a qualified custodian will send quarterly account statements to each such Advisory Client. The Firm urges all Advisory Clients to compare the reports they receive from the Firm to the statements they receive from their custodians. Any issues or discrepancies should be communicated to the Firm promptly.

The Firm generally has discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Private Fund and other Advisory Client accounts, including the selection of, and commissions paid to, broker- dealers. This discretionary authority is subject to the investment objectives, policies and restrictions as set forth in the Governing Documents of each such Private Fund or other Advisory Client. For the Firm to assume such discretionary authority, each Private Fund investor or Advisory Client must complete the appropriate subscription documents or an investment advisory agreement prior to the establishment of an advisory relationship granting such authority.

The Firm’s open market transactions primarily focus on loans and in limited cases, fixed income securities; as such, the Firm does not generally engage in proxy voting. However, Private Funds and other Advisory Clients may engage in limited equity transactions and acquire limited voting securities. In instances where an Advisory Client owns equity securities in which it has the right to vote via shareholder proxy (each a “Voting Security”), the Firm has adopted and implemented written Proxy Voting Policies and Procedures (“Proxy Voting Procedures”) that are designed to reasonably ensure that the Firm votes proxies in the best interests of such Advisory Client. The Proxy Voting Procedures describe the positions the Firm generally takes in voting proxies on particular issues and require the Firm to keep records with respect to how the Firm voted. The Proxy Voting Procedures also provide that, in the event a particular proxy vote would involve a conflict between the interests of the Firm and its affiliates, and those of one or more Advisory Clients, the Firm, if it so elects, may:

vote in accordance with the recommendations of a disinterested third party;

refer the voting decision to the Advisory Client; or

abstain from voting.

Some examples of potential conflicts may include;

The Firm provides investment advice to an officer or director of an Issuer and the Firm receives a proxy solicitation from that Issuer;

An Issuer or some other third party offers the Firm or an employee, officer, director, partner or member of the Firm (an “Associate”) compensation in exchange for voting a proxy in a particular way;

An Associate or a member of an Associate’s household has a personal or business relationship with an Issuer;

An Associate has a beneficial interest contrary to the position held by the Firm on behalf of its Advisory Clients;

The Firm holds various classes and types of equity and debt securities of the same issuer contemporaneously in different Advisory Client portfolios; or

Any other circumstance where the Firm’s duty to service its Advisory Clients’ interest could be compromised.

In particular, the Firm is authorized under the collateral Management Agreements to give consents and exercise all other voting rights on behalf of Issuers as to the loans and debt investments owned by such Issuers. In addition, the collateral Management Agreements provide that all actions taken by the Firm on behalf of Issuers must be performed with reasonable care and in good faith and using professional judgment and all commercially reasonable efforts, (i) using a degree of skill and attention no less than that which the collateral manager exercises with respect to comparable assets that it manages for itself and others, and (ii) substantially in accordance with its existing practices and procedures and in a manner comparable to other institutional managers of national standing investing in the assets of the nature and character of the collateral. The Firm does not currently delegate its voting authority to any third party, although it may retain an outside service to provide voting recommendations and to assist in analyzing votes. Advisory Clients can obtain a copy of the Firm’s proxy voting policies and records upon request.

The Firm is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to any Advisory Clients, and has never been the subject of a bankruptcy petition. As such, the Firm has nothing to disclose pursuant to this Item.