MESA WEST CAPITAL, LLC

Mesa West Capital, LLC (“Mesa West” or the “Adviser”) was formed in 2004 and registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in 2011. The Adviser is owned by MSREI Holding, Inc. (“MSHI”) a wholly-owned direct subsidiary of Morgan Stanley (collectively, with its affiliates, “Morgan Stanley”). As of December 31, 2025, the Adviser had approximately $8,696,225,676 of regulatory assets under management, of which $8,448,429,655 was managed on a discretionary basis and $247,796,021 was managed on a non-discretionary basis. Affiliates of Mesa West manage assets on a discretionary basis on behalf of the following clients: Mesa West Real Estate Income Fund, IV, L.P. (“MWREIF IV”), Mesa West Real Estate Income Fund V, L.P. (“MWREIF V”), MWREIF IV Holdings, LLC (“Holdings LLC”), Mesa West Real Estate Income Fund V (PF), L.P. (“V PF”), Mesa West Real Estate Income Fund VI, L.P. (“MWREIF VI”) and MWC 49 L.P. (“MWC 49”) (collectively, the “Closed-end Funds”) and Mesa West Core Lending Fund, L.P. (“Core Fund” or the “Open-end Fund”), which are together with other respective related parallel, co-investment and feeder vehicles, collectively, the “Funds” or singularly, a “Fund”. Additionally, affiliates of Mesa West manage assets on a non-discretionary basis for certain other Separate Account clients (collectively referred to as the “Separate Accounts” or singularly, a “Separate Account”). Mesa West also serves as a non-discretionary investment sub-adviser to MSREF Real Estate Advisor, Inc, an affiliate, in its role as the investment adviser to North Haven Net REIT (the “Sub-Advised Account”). Mesa West provides discretionary investment advisory services to private investment funds (the Funds) and non-discretionary investment advisory services to the Separate Accounts. The Funds and Separate Accounts primarily invest in debt interests in commercial real estate related assets located in the U.S. with a substantial current income component. Wholly-owned affiliates of Mesa West serve as the general partner each to MWREIF IV, MWREIF V, MWREIF VI, Holdings, LLC, V PF, MWC 49 and the Core Fund. Each Fund is managed by its respective general partner. Additionally, a wholly owned affiliate of Mesa West, Mesa West DSA, LLC, serves as the advisor to certain separate accounts (the “Separate Account Advisor”) under respective agreements with single institutional investors. For ease of reference, Mesa West and any general partner to a Fund or advisor to a Separate Account are referred to, collectively, throughout this brochure as “Mesa West” or the “Adviser.” Mesa West is responsible for identifying investment opportunities for the Funds and Separate Accounts, as well as facilitating the acquisition, monitoring, and disposition of each of the investments. Mesa West provides investment advice to the Funds and Separate Accounts, or “clients.” Mesa West tailors its investment advisory services to the individual needs of each Fund or Separate Account, in accordance with the investment objectives, strategies and limitations (if any) described in each Fund’s respective offering documents, limited partnership agreement, limited liability company agreement and in each Separate Account’s advisory agreements.

Each of the Funds is organized as either a Delaware limited partnership or Delaware limited liability company and certain wholly-owned affiliates of the Funds that may consummate or hold investments are organized as Delaware limited liability companies. The Separate Account Advisor is organized as a Delaware limited liability company. While not currently used or anticipated, Mesa West has the ability to provide Fund investors the right to participate in a separate pooled investment vehicle (“Fund Sidecar”) for the purpose of participating on a levered or unlevered basis in certain co-investment opportunities with a particular Fund. Investors may make a commitment to the Fund Sidecar, when made available, and the amount of which will be determined in Mesa West’s discretion. The Adviser’s affiliation with Morgan Stanley, including Morgan Stanley Real Estate Investing, the real estate investing business of Morgan Stanley, together with its subsidiaries and the supporting units dedicated to the real estate investing business (collectively, “MSREI”), provides it with access to valuable relationships, market knowledge, and financial and operating expertise. Morgan Stanley has been engaged in the real estate business since 1969 and the investing businesses employ professionals worldwide who have demonstrated a proven ability to source deals, structure complex transactions and identify multiple exit strategies which enhance the advisory clients’ ability to meet their return objectives.

Fees are determined and assessed in a manner specific to each Fund or Separate Account. For the specific fees charged by any Fund or Separate Account, please refer to the offering documents and limited partnership agreement or limited liability company agreement for that Fund or Separate Account advisory agreements. Certain fees described herein are subject to negotiation with investors. Management Fees With respect to each of the Funds, other than potential co-investment entities, the Adviser and the applicable Fund may enter into letter agreements or other similar arrangements with one or more Limited Partners that may confer additional benefits on individual Limited Partners that other Limited Partners will not receive (to the fullest extent permitted by applicable law). Rights and benefits that are more favorable in any material respect may be afforded to a Limited Partner based upon its commitment level or for other reasons, and the same favorable rights and benefits may be extended to other Limited Partners in accordance with each respective Fund’s limited partnership agreement or limited liability company agreement and the Adviser is not required to inform, or offer similar arrangements to, any other investor except as agreed with such investor or as required by applicable law. These rights and benefits may include most favored nation status, advisory committee designations, and specific reporting requirements, tax considerations, and other terms and conditions. In the most recent Closed-end Fund, Limited Partners pay an annual management fee equal to a percentage of their respective net invested capital. In most cases, the Closed-end Funds’ Limited Partners pay annual management fees equal to a percentage of their respective total commitment amount during the investment period and a percentage of their respective net invested capital thereafter. Depending on various factors, for example, the size of an investor’s commitment to a specific fund or the aggregate size of accounts represented by a specific consultant, the fee may be reduced. The Open-end Fund’s Limited Partners currently pay annual management fees equal to a percentage of the net asset value allocable to their respective investment interests held. The management fees are deducted and charged quarterly in advance. The Funds have varying fees which range from .38% to 1.50%. The Open-end Fund will charge different fee rates depending on the class of shares acquired by the Investors. See also “Co-Investments” below for additional information on the fees and expenses relating to co-investments. Mesa West has entered into negotiated advisory agreements with each Separate Account investor. The investors pay annual advisory fees equal to a percentage of the outstanding principal balance or fair value of its loan investments. The fee rates are in a range of .30% to .50%. From the advisory fee, annual loan servicing fees are typically deducted and paid to Mesa West’s loan servicing venture described in Item 10. Other fee arrangements, including, but not limited to, special servicing fees or sharing of investment extension, origination, modification, prepayment or exit fees may also be negotiated. Additionally, reimbursement by the investor of certain Mesa West set-up costs and ongoing expenses may be negotiated.

Mesa West has entered into a Sub-Advisory Agreement with respect to the Sub-Advised Account pursuant to which the investment adviser of the Sub-Advised Account pays a fee that is calculated based on the net asset value attributable to the investments for which Mesa West provides subadvisory services plus a fee that is calculated based on the gross outstanding principal balance of such investments. Carried Interest and Incentive Fees With respect to each Closed-end Fund and without prejudice to the ability of the Adviser and the applicable Fund to enter into letter agreements or other similar arrangements with one or more Limited Partners that may confer additional benefits on individual Limited Partners that other Limited Partners will not receive (to the fullest extent permitted by applicable law), affiliated entities of Mesa West will also be entitled to receive up to 20% of a Limited Partner’s distributions on investments. The fee complies with the provisions of Rule 205-3 under the Advisers Act; provided that each Closed-end Fund has established a distribution waterfall describing how distributions will be paid to the underlying investors and Mesa West. Investors receive a preferred return on their investments plus a full return of invested capital prior to the distribution of any incentive compensation paid to Mesa West. The distribution waterfalls are further described in the governing documents for each Closed-end Fund. To the extent Mesa West is entitled to certain distributions to fund uncovered tax liabilities it may incur as a result of its interest in any respective Closed-end Funds’ profits, any amounts distributed as such will be considered an advance against the next profits interest distribution payable to Mesa West. Mesa West generally does not reinvest capital of a Closed-end Fund in new assets (i.e., new originations/acquisitions) other than during the commitment period for such Closed-end Fund. However, distributable net proceeds may be reinvested in existing investments of the Closed-end Funds and used for operating expenses. Mesa West does not receive distribution of income, proceeds, incentive compensation, or tax liability distributions from the Open-end Fund. Investors in the Open-end Fund are entitled to distributions of net cash flow and also have the option of reinvesting their share of distributions. An investor in the Open-end Fund may redeem its interest without the consent of Mesa West, but the timing and amount of those transactions is dependent on the general partner’s discretion. An investor cannot transfer its interest without the consent of Mesa West. New investors are admitted into the Open-end Fund from time to time subject to the suitability and other requirements as described in the Open-end Fund’s offering documents. Mesa West generally reinvests realized capital proceeds from investments in the Open-end Fund into new assets (i.e., new originations/acquisitions), but also can use such capital proceeds to redeem investors choosing to exit the vehicle and to fund expenses, reserves and working capital balances.

With respect to the Open-end Fund, redemption requests are honored quarterly on a pro rata basis and may be fully or partially redeemed subject to available funded capital and capital proceeds balances. Outstanding redemption requests will be accommodated as liquid assets permit. To the extent that liquid assets are insufficient during any calendar quarter to satisfy all outstanding redemption requests, redemptions will be processed as stated in the Open-end Fund’s limited partnership agreement. With respect to certain of the Closed-end Funds, Limited Partners within such Closed-end Fund are entitled to a clawback of all or a portion of a general partner’s carried interest in certain circumstances. Expenses Mesa West does not intend to acquire physical properties through its loan originations; however, in the event of a defaulted loan or distressed situation, it is possible that Mesa West could acquire physical property. The Funds and Separate Accounts may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to such Funds and Separate Accounts. The payment of such expenses does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the Funds and/or the Separate Accounts. The most common expenses include (i) fees, costs and expenses (including travel (including business commercial aircraft travel in certain circumstances), meals and accommodations), incurred in conducting due diligence for loan originations, investigations into, purchasing, acquiring, developing, negotiating, structuring, monitoring, custody, hedging, financing, insuring and disposing of actual or potential investments, (including costs of external financial, legal, accounting, auditors, appraisers, investment bankers, collateral managers, consulting or other advisors, or any lenders and other financing sources); third party out-of-pocket expenses incurred by the Adviser in connection with client investments or proposed investments and other costs and expenses in connection with the acquisition, underwriting, market research, financing, operation, ownership, management, development, redevelopment, refinancing, sale, leasing or other disposition of investments; costs and fees in connection with transactions which are not consummated, including reverse break-up fees and lost deposits; (ii) costs and expenses related to the engagement of third-party consultants, advisors and service providers, including costs and expenses incurred in connection with obtaining legal, tax, appraisal or accounting, fund administration, custody or depositary advice or services; (iii) expenses incurred in connection with any litigation, indemnification or extraordinary expense or liability relating to the affairs of the Funds or the Separate Accounts, including with respect to any governmental inquiry, investigation or proceeding; (iv) expenses related to legal and regulatory compliance for the Funds or the Separate Accounts together with costs and expenses in relation to the maintenance or compliance with the tax or legal status of the Funds or the Separate Accounts; (v) expenses incurred in connection with, and any principal, interest or other amounts owing in respect of, any indebtedness or guarantees of the clients or any proposed or definitive credit facility or other credit arrangement, including the repayment of amounts under such indebtedness, guarantees, credit facilities or other credit arrangements; (vi) expenses associated with advisory committee and Limited Partner meetings including annual meetings, including, without limitation, (A) each Limited Partner’s lodging, food, and beverages,

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Investment Strategies Mesa West provides advice to the Funds and Separate Accounts to invest in commercial real estate debt investments. The Funds and Separate Accounts generally invest their assets in limited partnerships, private real estate investment trusts (“REITs”), and limited liability companies that are structured for the purpose of holding the underlying real estate collateral assets (i.e., physical property). In certain cases, Mesa West also may invest in limited partnerships or other pooled investment vehicles that specialize in real estate related debt investments, collateralized debt obligations (“CDOs”), or collateralized loan obligations (“CLOs”). Methods of Analysis Evaluation of Investment Opportunities; Investment Decisions Mesa West identifies potential investment opportunities for the Funds and Separate Accounts through a variety of sources and bases a portion of its investment analyses on information obtained from working with industry professionals such as industry consultants, property management and leasing professionals, other investors, brokers, and other real estate specialists. The screening process for potential investments involves several steps, which vary depending on the type of asset being proposed for origination/acquisition. A written Investment Committee Memo is prepared describing the due diligence conducted on the proposed origination/acquisition, and this summary is provided to the Investment Committee. Mesa West’s Investment Committee will meet as necessary to review prospective investments, existing holdings, potential dispositions, material events regarding existing investments, and to assess real estate market activities. Members of the Investment Committee will vote on the origination, acquisition, or disposition of an asset. The Investment Committee reviews and makes all of the investment decisions for the Funds and makes investment recommendations for each of the Separate Accounts. Mesa West’s professionals, through years of real estate industry experience, provide the Funds with significant support in evaluating investment opportunities. In the aggregate, such professionals have knowledge of most of the major real estate markets in the United States. In addition, many of Mesa West’s professionals are familiar with the real estate classes in which the Funds may consider making an investment. Such in-house industry expertise should permit the Funds to respond to investment opportunities in an expedited manner. Where appropriate, the Adviser retains third-party consultants to assess business and market conditions, competition, physical and environmental concerns and other factors that it deems necessary to review with external advisors. Risk Considerations Associated with Investing – In General All investing involves a risk of total or partial loss, and the investment strategy offered by the Adviser could lose money over short or even long periods.

A potential investor should not invest in a Fund or product advised by the Adviser unless the investor is able to withstand a total loss of its investment. The following is a non-exhaustive description of risks associated with investments generally and/or may apply to one or more types of investment technique.

General Economic and Market Risks. The Funds and Separate Accounts’ investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of security prices and liquidity of the Funds’ and Separate Accounts’ investments. Unexpected volatility or lack of liquidity, such as the general market conditions that have prevailed recently, could impair the Funds’ and Separate Accounts’ profitability or result in them suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.

Cyber Security-Related Risks. The Adviser is susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Adviser and its service providers, if applicable, use to service the Funds and the Separate Accounts; or operational disruption or failures in the physical infrastructure or operating systems that support the Adviser or its service providers, if applicable. The Adviser and its service providers are also subject to the cybersecurity and data risks discussed below with respect to their use of AI (as defined below) tools and the risk of AI tools and AI generated-content being used in criminal or negligent ways, including for cyberattacks. Cyber-attacks against, or security breakdowns of, the Adviser or its service providers, if applicable, may adversely impact the Adviser and the Funds and Separate Accounts, potentially resulting in, among other things, financial losses; the Adviser’s inability to transact business on behalf of the Funds and Separate Accounts; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Adviser may incur additional costs related to cyber security risk management and remediation. In addition, cyber security risks may also impact the investments made by the Adviser on behalf of the Funds and the Separate Accounts, which may cause such investments to lose value. There can be no assurance that the Adviser or its service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future. While the Adviser has established business continuity and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems.

Artificial Intelligence Developments. The Use of Artificial Intelligence Technology Risk. Adviser and its third-party vendors, clients or counterparties with which they interact directly or indirectly may use or rely on proprietary and/or third-party technology, including artificial intelligence solutions. Artificial intelligence (“AI”) refers to computer systems capable of performing tasks that typically require human intelligence, including but not limited to machine learning, natural language processing, and generative and agentic AI technologies. These systems are designed to analyze data, learn from patterns, make decisions and solve problems. Actual usage of AI will vary and is likely to change over time. Investors should be aware that the use of AI tools, while potentially beneficial, presents a range of risks and may result in material adverse consequences (such as operational errors and investment/risks) for the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties, and no assurance can be given that any controls adopted to govern the use of AI will fully mitigate the risks associated with AI technologies. In addition, AI technologies and their current and potential future applications, and the regulatory frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI capabilities or rules and the associated risks.

Risk of Errors: AI tools may produce inaccurate, biased, insufficient, discriminatory, misleading, incomplete, undetectable manipulative or otherwise flawed responses due to (among other things) limitations in training data, algorithmic design or operational oversight. Such deficiencies may result in operational errors, investment losses, reputational, financial, or social harm, legal liability, regulatory scrutiny or other adverse effects. The deployment and supervision of AI tools may increase operational and compliance risks. Inappropriate use of AI tools or overreliance on AI outputs without adequate human oversight may further exacerbate these risks.

Explainability Risk: The Adviser, the Funds and the Separate Accounts may have limited visibility into the data sources, methodologies or decision-making processes underlying AI tools, which may complicate the assessment of reliability and risks of such AI tools. Errors or defects in the coding or design of AI tools may only become apparent after widespread deployment of such tools. Additionally, AI tools may present challenges in transparency, explainability, and traceability. Users of AI tools may not be able to fully explain how decisions are made or how data is processed, which could lead to operational, regulatory, or reputational risks.

Regulatory/Legal Risks: The legal and regulatory environment relating to AI is uncertain and evolving and future changes, such as those related to privacy, data protection and intellectual property, could have an impact on the use of AI and existing or emerging technologies that could impact the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties.

It is possible that future changes in applicable legal and regulatory requirements could increase compliance costs. Any of these risks could adversely affect the Adviser, the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties. Additionally, regulatory actions or legal challenges may impose restrictions or obligations that affect operational efficiency or compliance posture. There is no assurance the Adviser or the Funds and Separate Accounts can successfully assert proprietary rights in output generated by their use of AI tools.

Third-Party Use and Operational Resilience Risk: The Funds and the Separate Accounts may not be able to control the use of AI technologies in thirdparty products or services, including those provided by the Funds’ and Separate Accounts’ service providers and/or other entities with which it interacts directly or indirectly. The use of third-party and open-source AI tools (if any) can pose additional risks relating to data protection and information security, including the potential exposure of confidential information to unauthorized recipients and the misuse of intellectual property, which could adversely affect the Funds and the Separate Accounts. Reliance on a limited number of foundation models or third-party vendors may create concentration risk, potentially impacting operational resiliency and increasing vulnerability to systemic disruption.

Cybersecurity Risk: AI tools may be subject to heightened security vulnerabilities, cyber attacks, and/or other acts by malicious actors. Unauthorized persons who gain access to AI tools used by the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties, or the underlying datasets thereof, may be able to access the Funds’, the Separate Accounts’ or investors’ data, to impede or disrupt the Fund, the Separate Accounts and/or their third-party vendors, clients or counterparties’ ability to perform their functions, or corrupt the underlying AI tool through techniques such as data poisoning, which may cause the AI tools to produce erroneous outputs.

Additional Risks of AI Tools: The misuse of AI tools, whether intentional or inadvertent, may expose the Funds and the Separate Accounts to additional risks. In addition, AI tools and technology are evolving rapidly and the integration of AI in systems and operations create new risks that can be difficult to assess and anticipate. For example, “agentic AI” (generally, a more autonomous version of AI) is a new area of AI that may be considered particularly speculative and risks may be heightened with respect to the use of “agentic AI” by the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties.

Epidemics and Pandemics. A pandemic, epidemic or other public health crisis could adversely impact the Funds, the Separate Accounts, their investments and Morgan Stanley. Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and COVID-19.

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The Adviser provides investment advisory services to the Funds and Separate Accounts that invest in debt interests in commercial real estate related assets. Investors in the Funds and Separate Accounts may include, but are not limited to, pension plans, endowments, corporate and business entities, foundations, trusts, and high net worth individuals. Investors may be either domestic or non-U.S. entities. These pooled investment vehicles are not subject to registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Funds have minimum capital commitments for investors, as specified in the offering documents for each respective Fund, which are negotiable by Mesa West. For example, the minimum investment may be $5 or $10 million, unless otherwise approved. In addition, interests in a pooled investment vehicle may be purchased only by certain eligible investors who are (i) “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act or “knowledgeable employees” as such term is defined in Section 3(c)(5) of the Investment Company Act.

In some cases, the Adviser has entered into performance-based compensation arrangements with qualified clients and such fees are subject to individualized negotiation with each such client. The Adviser will structure any performance-based compensation arrangement subject to Section 205(a)(1) of the Advisers Act in accordance with one or more of the available exemptions thereunder, including the exemption set forth in Rule 205-3. Performance-based compensation arrangements create an incentive for the Adviser and its personnel to select and recommend certain investments or the timing of exits to maximize or accelerate the receipt of such compensation, and to propose or make more speculative investments on behalf of funds and Separate Accounts than it would otherwise propose or make. Such fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts, including in connection with the allocation of investment opportunities. The Adviser implemented procedures designed to ensure that all clients are treated fairly and equitably, and to prevent this incentive from influencing the allocation of investment opportunities among clients. In addition, certain investment vehicles pay different levels of performance fees, which may create differing incentives for the Adviser and Morgan Stanley when allocating investment opportunities. Please see Item 5 for further information regarding performance-based fees charged by the Adviser or its affiliates.

Introduction As a diversified global financial services firm, Morgan Stanley engages in a broad spectrum of activities including financial advisory services, investment management activities, lending, commercial banking, sponsoring and managing private investment funds, engaging in brokerdealer transactions and principal securities, commodities and foreign exchange transactions, research publication and other activities. Investors should be aware that potential and actual conflicts of interest between Morgan Stanley or any Affiliated Investment Account (as defined below), on the one hand, and each of the Funds or a Separate Account, on the other hand, may exist and others may arise in connection with the operation of the Funds or the Separate Accounts. Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and the Funds. The discussion below enumerates certain actual, apparent and potential conflicts of interest which should be carefully evaluated before making an investment in a Fund or Separate Account. The discussion below, however, does not purport to provide investors with a complete description of all conflicts of interest that could arise in connection with Morgan Stanley’s investment advisory services to the Funds and Separate Accounts. Prospective investors in a Fund or Separate Account should carefully review the Governing Documents for that Fund or Separate Account for a more tailored and detailed description of actual, apparent, and potential conflicts of interest that should be considered in connection with an investment in that Fund or Separate Account. Moreover, the Adviser can give no assurance that conflicts of interest will be resolved in favor of investors, and, in fact, they may not be. Broker-Dealer Registration Morgan Stanley & Co. LLC is a registered broker-dealer. Certain employees of the Adviser are registered representatives of Morgan Stanley & Co. LLC, where it is necessary or appropriate to perform their responsibilities. Other Material Relationships with Affiliated Entities

Broker-Dealer, Municipal Securities Dealer, Government Securities Dealer or Broker

To the extent permitted by applicable law, the Adviser, Funds, Separate Accounts or their investments may use the securities, futures execution, underwriting or other services offered by Morgan Stanley & Co. LLC or other affiliates. Please see Item 12 for more information about the Adviser’s practices concerning using a Morgan Stanley affiliate as a broker.

Loan Servicing Venture

Mesa West Capital, LLC formed MWAS Holdco, LLC which wholly owns Mesa West Asset Services, LLC (“MWAS”) to provide loan servicing functions and services on the loan investments made by the Funds and Separate Accounts. SitusAMC (“Situs”) has been retained by the Adviser as a sub-servicer to MWAS.

Situs is a national real estate services provider with a substantial loan servicing platform. Under the terms of the loan sub-servicing agreement between MWAS and Situs or among MWAS, Situs and the Adviser, Situs provides the loan servicing systems, infrastructure, and employees to service the loans on the Funds’ and Separate Accounts’ behalf out of its offices in Chicago, its servicing center in Leawood, KS and the main office in Atlanta. Some of Situs’s employees are onsite and share office space at Mesa West. Employees that service the Mesa West account are paid their compensation through Situs as a result of the servicing fees paid by the Funds and Separate Accounts to MWAS. Mesa West entered into a sub-servicer arrangement with Situs because it believes Situs provides competitive loan services and by MWAS being wholly owned by Mesa West could obtain, for the Funds and Separate Accounts, higher quality servicing associated with these necessary services. However, Mesa West has a continuing obligation to ensure that Situs continues to provide quality services to the Funds and Separate Accounts. This relationship with Situs may create a conflict of interest in Mesa West objectively evaluating Situs’s services over time. To address this, Mesa West will from time to time obtain information about other unrelated loan service providers to ensure that the quality and cost of Situs’s services for the Funds and Separate Accounts remain comparable to what it could obtain from another third party.

Other Advisory Affiliates

The Adviser is part of a group of investment advisers within the Morgan Stanley Investment Management business, including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley AIP GP LP, Morgan Stanley Real Estate Advisor, Inc., MSREF Real Estate Advisor, Inc., MS Capital Partners Adviser Inc., Morgan Stanley Infrastructure, Inc., Morgan Stanley Private Equity Asia, Inc., MSRESS III Manager, L.L.C, Eaton Vance Management, Calvert Research and Management, Parametric Portfolio Associates LLC, Atlanta Capital Management Company LLC, Boston Management and Research, Eaton Vance Advisers International Ltd., Eaton Vance Trust Company, Morgan Stanley Eaton Vance CLO Manager and Morgan Stanley Eaton Vance CLO CM LLC. The Adviser, in its discretion, may delegate all or a portion of its advisory or other functions to any affiliate that is registered with the SEC as an investment adviser and may receive a variety of services from such affiliates, including gathering information about potential investment opportunities, financial advice and assistance in connection with the making, monitoring and disposing of investments and securities underwriting and brokerage services in connection with the sale of investments. The Adviser shares certain officers and directors with related investment advisers that also manage affiliated private equity and real estate funds. To the extent that the Adviser delegates its advisory or other functions to such investment advisers, a copy of the brochure of each such affiliate is available on the SEC’s website and will be provided to investors in the Funds or in the Separate Accounts upon request.

Affiliates Acting as Fundraising Broker-Dealers

With respect to the Funds, broker-dealers that are affiliates of Morgan Stanley may act as placement agents (the “Placement Agents”) to assist in the placement of interests to certain Limited Partners (such Limited Partners, the “Solicited Partners”).

The potential for the Placement Agents to receive compensation in connection with a Solicited Partner’s investment in the Funds presents a potential conflict of interest in recommending that such Solicited Partner purchase interests. The prospect of receiving, or the receipt of, additional compensation by the Placement Agents may provide such Placement Agents and their salespersons with an incentive to favor sales of Interests and interests in funds whose affiliates make similar compensation available over sales of interests in funds (or other fund investments) with respect to which the Placement Agent does not receive additional compensation or receives lower levels of additional compensation. Prospective investors should take such payment arrangements into account when considering and evaluating any recommendations related to the interests. Morgan Stanley employees involved in the marketing and placement of the interests are not acting as tax, financial, legal or accounting advisors to potential investors in connection with the offering of the Interests. Potential investors must independently evaluate the offering and make their own investment decisions. The Adviser and the Funds may use registered representatives and/or employees of its affiliates to conduct solicitation activities in relation to new or incoming Limited Partners to the Funds or act as placement agents.

Affiliates Acting as Investment Bankers

In the ordinary course of its business, Morgan Stanley performs full-service investment banking and financial services and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of the investors, notwithstanding Morgan Stanley’s direct or indirect participation in the investments of the Funds or the Separate Accounts. From time to time, Morgan Stanley’s investment banking professionals may introduce to one or more of the Funds or the Separate Accounts a client that requires equity to complete an acquisition transaction. If the relevant Fund or the Separate Account pursues the resulting investment, Morgan Stanley could have a conflict in its representation of the client over the price and terms of such Fund or the Separate Accounts’ investment. In addition, Morgan Stanley could provide investment banking services to competitors of companies in which each of the Funds or the Separate Accounts invests, in which case it will take appropriate steps to safeguard the confidential information of each investment banking client. Morgan Stanley is under no obligation to share and, in fact, may be prohibited by applicable law, from sharing information with the Funds (or the Separate Accounts) or the Adviser. Such activities may present Morgan Stanley with a conflict of interest vis-à-vis a Fund or the Separate Account’s investments and may also result in a conflict with respect to the allocation of investment banking resources to investments. Alternatively, any material non-public information about a potential investment or portfolio company in which Morgan Stanley comes into possession may preclude the Funds or the Separate Accounts from pursuing an investment or exit opportunity with respect to such portfolio company or investment. Morgan Stanley may also be engaged to act as financial advisor to financially troubled companies in which the Adviser’s advisory clients hold an investment.

Morgan Stanley’s compensation for such activities is generally based upon the successful completion of a restructuring which may include raising funds for the purchase, exchange or restructuring of existing securities or loans or for an equity infusion. In such case, certain conflicts of interest would be inherent in the situation including those involved in valuing the company.

Fees for Services Provided by Affiliates

Morgan Stanley and its current or former affiliates (as well as entities in which Morgan Stanley businesses have an economic interest) perform certain services (including some of the services described herein) for, and receive customary compensation from, the Funds and Separate Accounts, companies and entities in or through which the Funds and Separate Accounts invest, or other parties in connection with transactions related to the Funds’ and Separate Accounts’ investments. Such compensation could include (as applicable in light of investment strategy of the Funds or Separate Accounts): (i) fees relating to financing, hedging and currency exchange services, real estate and loan servicing management with respect to investments in which no joint venture operating partner participates with a Fund or Separate Account, and fees in connection with any entity used to acquire, hold or dispose of any Fund or Separate Account investments; (ii) fees relating to Fund and Separate Account investments for services related to permissible brokerage, capital markets/credit origination, loan servicing, property, insurance, management consulting and other similar operational matters performed by the Adviser or its affiliates; (iii) fees for advisory services or investment banking services provided to entities (or with respect to assets) in which a Fund or Separate Account, directly or indirectly, has an interest; and (iv) fees for other services for a Fund or Separate Account or any entity used to acquire, hold or dispose of any Fund or Separate Account investments. Such fees do not offset or reduce the management fees payable by the Fund or Separate Account and are not otherwise shared with the relevant Fund or Separate Account or their investors, and may not be the result of arm’s-length negotiations, unless otherwise required by the Fund’s or Separate Account’s Governing Documents. However, the fees will be on an arm’s length basis and/or at competitive rates to the extent so required by the relevant Fund’s or Separate Account’s Governing Documents. In general, the Adviser will have an incentive to recommend the use of affiliated service providers by a Fund, a Separate Account or a portfolio company or entity thereof.

Morgan Stanley’s Long-Term Relationships

Certain third-party advisors and other service providers and vendors to Morgan Stanley, the Funds, the Separate Accounts, Affiliated Investment Accounts or their respective portfolio companies or entities (including but not limited to accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents, property managers, and investment or commercial banking firms) are owned by, or investors in, Morgan Stanley, the Funds, the Separate Accounts, or the Affiliated Investment Accounts, or provide goods or services to, or have other business, personal, financial or other relationships with, Morgan Stanley, the Funds, the Separate Accounts, the Affiliated Investment Accounts, their respective portfolio companies or entities, or affiliates and personnel, or investors in, the foregoing in determining whether to pursue a particular transaction, or enter into an (or renew or otherwise continue an existing) arrangement with a service provider, on behalf of any of the Funds, the Separate Accounts, or companies or entities in or through which the Funds and/or Separate Accounts invest, these relationships will be considered by Morgan Stanley and the Adviser, as appropriate, and it can be expected that some of these potential

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Trading Code of Ethics The Adviser has adopted a Code of Ethics (the "Code") pursuant to Rule 204A-1 under the Advisers Act, applicable to persons who are supervised by the Adviser or support the Adviser in providing investment advice to its advisory clients or their applicable general partners and who have access to non-public information regarding the purchase or sale of securities, make securities recommendations to its advisory clients or their applicable general partners, or have access to such recommendations that are nonpublic (“Access Persons”). Each Access Person 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 Access Persons are conducted in accordance with the highest possible standards and to prevent abuse, or even the appearance of abuse, by Access Persons with respect to their personal trading and other business activities. The Code addresses the personal trading and investment activities of Access Persons, as more fully described below. In addition, the Code addresses standards of business conduct and fiduciary duties expected of Access Persons, including confidentiality obligations and restrictions on outside business activities and other conflicts of interest. Violations of the Code are subject to sanction, including reprimand, demotion, suspension or termination of employment. Copies of the Code are available upon request from the Adviser. Personal Trading and Investments The Code refers to a number of policies governing the securities trading and investing activities of employees for their own accounts. Such policies require all Access Persons to pre-clear trades for covered securities, as defined under the policies, in a personal account. A pre-clearance request will be denied if such securities are under consideration for investment, or have been acquired by, a client of the Adviser, or if the Adviser is in receipt of material non-public information of the company or if another conflict exists. Such policies also impose holding periods and reporting requirements for covered securities. In addition, investments in private placements or an employee's participation in an outside business activity must be pre-approved by the employee’s designated manager and the Chief Compliance Officer. Participation or Interest in Client Transactions Prior to subscribing for interests in a Fund or entering into a Separate Account agreement, investors receive information relating to potential conflicts of interest between the activities of the advisory clients and the business activities of the Adviser, and its affiliates, or clients that may have a financial interest in the securities in which any of the Funds or Separate Accounts invest.

On certain occasions, an advisory client may sell a security or asset which another advisory client, or an affiliate of the Adviser, wants to own. On these occasions, after extensive Firm and legal and compliance review and documentation, a sale of the security or asset from one advisory client to another may be permitted subject to compliance with applicable law and the relevant clients’ Governing Documents. The Adviser may purchase and sell public and private investments and co-invest the assets of its advisory clients alongside other advisory clients and accounts managed by the Adviser or its affiliates in compliance with the requirements and conditions of rules, regulations, orders, or interpretations of the SEC, or no-action letters of the SEC Staff, and in accordance with client governing documents. Allocation of Investment Opportunities Mesa West generally does not have more than one Fund or Separate Account that is competing for the same types of investment opportunities. However, in the event that more than one Fund or Separate Account would be eligible for an investment opportunity in the future, Mesa West has a governance process in place to give all clients fair access to new commercial real estate loan origination opportunities made available to such clients. The following factors will be considered, as appropriate, in connection with allocation decisions:

Investment guidelines, goals or restrictions of the client

Contractual obligations entered into with the client

Capacity and execution capability of the client

Issuer, property and geographical concentrations

Expected risk profile and yield of the investment compared to the target risk profile and yield required by the client

Diversification requirements and objectives of the client

Leverage covenants or restrictions

Desired position sizes

Liquidity requirements

Tax, legal or regulatory considerations

Risk concentration limits (if any) with respect to co-investments, contractual obligations entered into with an investor of the client

With respect to co-investment allocations, whether the co-investor can add value to the operations of the business or provide future opportunities to the business of the client (see also “Allocation of Co-Investment Opportunities” below)

Rights of first offer in favor of one or more clients

Other relevant business considerations

The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. In certain instances, when Mesa West may be in a position to allocate investment opportunities to more than one Fund or Separate Account at a time, it will do so on a rotational basis but will always use reasonable efforts to ensure that each Fund is treated in a fair and equitable manner. Mesa West shall assign the loan (a “Rotated Asset”) to the vehicle that has gone the longest without receiving a Rotated Asset (as determined by loan closing date). Allocation of Co-Investment Opportunities The Adviser may allocate co-investment opportunities among interested parties in its sole discretion including for example, on the basis of the size of investor commitments to the Funds and other Separate Accounts as well as a broad range of other considerations, including, commercial considerations for the applicable portfolio investment, an investor’s stated desire to participate in co-investments, the Adviser’s determination of the appropriateness of offering a coinvestment opportunity, an investor’s ability to execute such offer and the approval of transaction counterparties. There can be no assurances with respect to the amount of any co-investment opportunity that will be made available to an investor in connection with the Funds and the Separate Accounts, and there is no guarantee, prediction or projection of the availability to an investor of co-investment opportunities. Additionally, the allocation of co-investment opportunities may involve a direct or indirect benefit to Morgan Stanley as a result of, among other things, the receipt of fees or performance-based compensation from the co-investment opportunity, which will be calculated independently from the fees and performance-based compensation in respect of the capital commitments to the Funds and capital commitments to other Affiliated Investment Accounts. Investing in the Funds or in Separate Accounts does not entitle any investor or client to allocations of co-investment opportunities. Co-investment opportunities may, and typically will, be offered to some and not other investors or to third parties (including affiliates of Morgan Stanley) who are not investors in the Funds or Separate Accounts. In addition, subject to the foregoing priority rights (if applicable), an investor may be offered fewer co-investment opportunities than investors with the same or smaller capital commitments in the Funds and other Separate Accounts, and some investors may receive no such offers while other investors with capital commitments of the same or lower amount may receive substantial offers for such opportunities. Investors are not required to participate in co-investments offered by the Adviser. The actual number of co-investment opportunities made available to investors may be significantly higher or lower than those made available in connection with other Affiliated Investment Accounts. Please refer to Item 10 for a description of other financial industry activities and affiliations of Morgan Stanley, and a discussion of the material conflicts relating thereto.

Best Execution Due to the nature of the investments made by the Funds and the Separate Accounts, broker-dealers are not generally used for transactions. However, when executing transactions on behalf of a Fund or Separate Account through a broker, dealer or underwriter, the Adviser’s objective will be to obtain “best execution” (that is, the most favorable price and execution). The Adviser’s effort to obtain best execution on any individual transaction depends substantially on its judgment, knowledge and experience in evaluating the counterparties’, advisers’ and service providers’ (“Counterparties”) reliability and capability based on previous and pending transactions effected by the broker-dealer for client accounts. Some of the factors considered by the Adviser in selecting a Counterparty include, among other things, execution quality and capabilities, including with regard to market making, commissions charged by, and gross compensation paid to, such Counterparty, and special knowledge of the Adviser’s clients’ markets. Principal or Cross Transactions The Adviser will only consider engaging in a principal or cross transaction with Morgan Stanley or its affiliates on behalf of a Fund or Separate Account to the extent permitted by applicable law. Trade Aggregation The Funds and Separate Accounts rarely invest in any publicly traded securities. If a Fund or Separate Account transacts in a publicly traded security, due to exclusivity provisions and the fact that Mesa West only invests the assets of a Fund during its respective Commitment Period, it generally would not be practicable to aggregate transactions with other Funds or Separate Accounts. Research Mesa West receives real estate market research from real estate brokers. Mesa West may also use the services of those real estate brokers to sell real estate investments for the Funds and Separate Accounts. Mesa West does not have any formal or informal arrangements to compensate the brokers for the research that is provided. Mesa West may also acquire real estate-related research and market data from third party service providers. The Funds and Separate Accounts may bear the expense for the research obtained from such third parties and these payments will likely be made in hard dollars.

The Adviser may, from time to time, compensate placement agents (which may include certain of its affiliates) in return for referrals of Limited Partners. Any compensation paid specifically for such referrals will meet the requirements under the Advisers Act, if applicable.

The Adviser is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Adviser or the integrity of the Adviser’s management. The Adviser has no information applicable to this Item.

Mesa West’s Investment Committee reviews and approves all significant proposed investment decisions made on behalf of the Funds and Separate Accounts. The investments made by a Fund and/or Separate Account are generally private, illiquid and long-term in nature. The members of Mesa West’s Investment Committee are identified in the Supplement to the Adviser’s Brochure in Form ADV Part 2B. Review of Fund Portfolios Mesa West’s Originations Group meets on a periodic basis to discuss new investment opportunities that should be presented to the Investment Committee. The Investment Committee meets on an as needed basis to review and approve new investment opportunities or the divestment of existing assets. The investment positions and assets within the Funds’ and Separate Accounts’ portfolios are monitored and reviewed by personnel of Mesa West’s Asset Management group on a daily and/or weekly basis. Each calendar quarter, a quarterly asset review (“QAR”) meeting takes place during which each of the respective investments is presented by personnel in the Asset Management Group to Mesa West’s senior management for review of credit conditions, performance and business plan updates, and valuation. Reporting

Mesa West provides Fund investors with quarterly reports, generally within 60 days after the end of each calendar quarter, that contain the following information: (i) a schedule and summary description of each Fund asset; (ii) a description of the performance of each asset; (iii) unaudited financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including a balance sheet, income statement, statement of partners’ capital, and statement of cash flows; and, (iv) a transmittal letter describing performance highlights. Investors also receive a capital account statement to show the estimated value of their interest in the respective Fund. Within 120 days of the end of the fiscal year, investors in the Funds will also receive copies of annual audited financial statements prepared in accordance with U.S. GAAP that include the following information: (i) auditors’ opinion; (ii) balance sheet; (iii) statement of income or loss; (iv) statement of partners’ capital; (v) statement of cash flows; and (vi) notes to the financial statements. Mesa West provides Separate Account investors with monthly servicing statements at or around the time of monthly interest payment remittance. Additionally, depending on the specific terms of each Separate Account agreement, monthly or quarterly property and borrower financial statements, quarterly valuation reports and comprehensive asset updates and summaries are provided, as applicable. Mesa West also distributes special reports to investors, upon specific request.

The special reporting varies by the format in which an investor would prefer to receive our information (e.g., using a proprietary template or questionnaire, or a Mesa West schedule). In certain cases, the Adviser may provide additional or different information to different investors. Other than as required by agreement with an investor or by applicable law, the Adviser is not obligated to offer similar information to any investor by virtue of providing that information to other investors.

The Adviser is deemed to have custody of each of the Funds’ cash and securities by virtue of its relationship with the general partners of the Funds. Each Limited Partner of such Funds receives audited financial statements prepared in accordance with generally accepted accounting principles or such other international accounting standards as may be appropriate for such Fund within 120 days of the end of such Fund’s fiscal year. Pursuant to certain Separate Accounts’ governing documents, investors in such Separate Accounts receive financial statements prepared in accordance with generally accepted accounting principles (U.S. GAAP).

As the manager of the general partners of Funds, the Adviser (together with the general partners of the Funds) will have discretion to determine, without consent of the applicable Fund’s Limited Partners, the particular investments to be bought and sold, the broker or dealer (including a Morgan Stanley affiliate) to be used (if any) and the commission rates to be paid by the Funds or Separate Accounts in cases where a broker or dealer is used. The Adviser will provide investment advice to each Fund, subject to certain investment limitations regarding concentration and diversification, geography and type of permitted investments as set forth in the respective partnership agreement. Such investment limitations may be disregarded with the consent of the Fund’s Advisory Committee, as set forth in the applicable partnership agreement. While Mesa West generally does not expect to invest in publicly traded securities, to the extent that it does so in the future the Adviser will execute transactions on behalf of any Fund or Separate Account through a broker, dealer or underwriter. The Adviser’s objective will be to obtain the most favorable commission and the best price available on each transaction in light of the quality of execution provided. Consequently, brokers, dealers and underwriters are selected primarily on the basis of their execution, capability and trading expertise. Investment discretion is assumed pursuant to the relevant partnership agreement, which confers express authority to the Fund’s general partner and its affiliates (including the Adviser) to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments. Generally, the Adviser does not have the same level of discretion with respect to Separate Account clients, as major decisions regarding investments made by certain Separate Accounts require investor approval. The exact parameters of the Adviser’s discretion are set forth in the Separate Account’s governing documents as negotiated and agreed upon by the parties.

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”). Given the nature of the Funds’ investments, the Adviser seldom has the opportunity to vote proxies. The Adviser and its affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, consistent with the objective of maximizing long-term investment returns (the “Client Proxy Standard”). In addition to voting proxies at portfolio companies, the Adviser 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. The Adviser typically engages with companies where we have larger positions and voting issues are financially material. We believe that the Adviser’s engagement process, through private communication with companies, allows us to understand the governance structures at investee companies and better inform our voting decisions. 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. The Adviser 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. The Adviser 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. 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. Where applicable, the Adviser examines 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. The Adviser 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. The Adviser 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. 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. The Adviser reserves the right to depart from the Policy in order to avoid voting decisions that it believes may be contrary to the clients’ best interests. In addition, the Adviser may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that the client’s interests are better served by an abstention. The Adviser may be subject to conflicts of interest in the voting of proxies. A potential conflict of interest may occur where the Adviser or any of its affiliates or their respective employees has a direct or indirect economic stake in the outcome of a proxy vote that is different from a client’s stake.

When such a potential conflict arises between the Adviser and any of its affiliates or their respective employees on the one hand and one or more of the clients on the other, the matter is evaluated to determine whether an actual conflict exists. Where an actual conflict exists, the Adviser will take necessary and appropriate steps to address the conflict.

Registered investment advisers are required in this Item to provide you with certain financial information or disclosure about the Adviser’s financial condition. The Adviser is not aware of any financial condition that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding.