MGG Investment Group LP

MGG Investment Group LP (including its advisory affiliates where the context requires, “MGG” or the “Adviser”), a Delaware limited partnership, is a New York-based creditfocused asset manager firm that specializes in private credit investments primarily in lower middle to middle market companies. MGG commenced operations in 2014 under the leadership of Kevin F. Griffin. On October 1, 2025, Generali Investments, through its wholly owned subsidiary Conning & Company (together with its affiliates, “Conning”) acquired a 77% equity interest in MGG. Conning representatives constitute a majority of the members of the Board of Directors of MGG and its affiliated entities, and Conning has the right to appoint one voting seat and one observer seat on MGG’s Investment Committee. Conning & Company is a subsidiary of Conning Holdings Limited. Conning Holdings Limited is one of the family of companies whose controlling shareholder is Generali Investments Holding S.p.A. (“GIH”), headquartered in Italy. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries. Kevin F. Griffin continues to have management responsibility of MGG’s investment and non-investment decisions and operations. As of the date of this Brochure, MGG and its advisory affiliates (as described below) provide discretionary investment advisory services to various private investment funds (some of which are organized as master-feeder, mini-master, and fund of one structures) and separately managed accounts (collectively, the “Funds” or “Clients”). The Funds include funds that have been organized primarily to accommodate varied regulatory, tax, legal, risk, leverage, and other requirements, sensitivities, strategies, and objectives of different investors, as well as various co-investment vehicles that MGG has organized to co-invest side-by-side with MGG’s primary Funds in specific portfolio companies. For a list of each of the Funds managed by MGG, please refer to the current version of MGG’s Form ADV Part 1A filing with the SEC, which is publicly available at: https://adviserinfo.sec.gov/firm/summary/174126. Generally, a related person of MGG serves as the general partner of each Fund, and MGG serves as the investment adviser to the Funds. References to MGG in this Brochure include, as the context requires, any affiliates: (i) through which MGG provides investment advisory services to the Funds or (ii) that serve as general partners of the Funds. However, due to regulatory and other considerations, certain Funds have general partners who are not affiliated with MGG. MGG tailors its advisory services to the specific investment objectives and restrictions of the Funds. Investors and prospective investors in a Fund should refer to the confidential private placement memorandum, limited partnership agreement, investment advisory agreement and other documents for such Fund (the “Governing Documents”) for more complete information on the investment objectives and investment restrictions with respect

to the Fund. There is no assurance that any of the Funds’ investment objectives will be achieved. The Funds are offered exclusively to (i) Non U.S. persons and (ii) U.S. persons who are “accredited investors” (within the meaning of Regulation D under the Securities Act of 1933 (as amended, the “Securities Act”)), “qualified purchasers” (as defined under the Investment Company Act of 1940 (as amended, the “Company Act”)), “qualified clients” (as defined under the Company Act) and/or “knowledgeable employees” as defined under Rule 3c-5 of the Company Act. The Funds are not and will not be registered as investment companies under the Company Act in reliance upon certain exemptions available to private investment funds whose securities are not publicly offered and whose investors satisfy certain criteria. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including, for example, requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non”U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. In accordance with common industry practice, the general partner of a Fund may enter into “side letters” or similar agreements with certain investors pursuant to which the general partner grants the investor specific rights, benefits, or privileges that are not made available to investors generally. MGG does not participate in any wrap fee programs. MGG currently manages all client assets on a discretionary basis in accordance with the terms and conditions of the Funds’ Governing Documents. As of December 31, 2025, the amount of assets MGG managed on a discretionary basis is $7,587,381,314.

MGG is compensated through the payment of management fees and performance-based compensation by the Funds. MGG will receive a periodic management fee (the “Management Fee”) from the Funds, or directly from the investors (as the case may be) as detailed below. Subject to the specific terms set forth in the applicable Fund’s Governing Documents, the annual Management Fee payable by a Fund investor in monthly or quarterly installments is generally 1.5% (annualized) of the investor’s invested capital in respect of such Fund. The foregoing Management Fee calculated with respect to the Fund investor is typically subject to reduction (i.e., offset) for certain amounts, including such investor’s pro rata share of: (i) 100% of certain types of portfolio company remuneration received by the Fund’s general partner and/or its related persons, including director fees, consulting fees, commitment fees, monitoring fees, success fees and break-up fees, if any; and (ii) any placement fees paid or payable by the Fund (with the result that the placement fees are ultimately borne by MGG and/or its related persons). MGG may waive or reduce the Management Fee with respect to any investor in the Fund, including their affiliates or employees. Management fees are paid by drawdowns of capital commitments from investors or offset against income generated from the investments. Additionally, subject to the terms of a Fund’s Governing Documents, MGG is generally entitled to receive a performance-based allocation, distribution or payment (“Carried Interest”). Carried Interest is allocated, distributed, or paid pursuant to the terms of the Fund’s Governing Documents. Carried Interest is generally deducted from the proceeds the Fund receives in respect of its portfolio investments, including interest and dividend payments and net proceeds from the sale of portfolio investments. For an additional discussion regarding performance-based compensation, please refer to Item 6 – Performance-Based Fees and Side-by-Side Management. All investors and prospective investors should review the Governing Documents of the applicable Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to their investment or prospective investment in the Fund. In certain circumstances, the advisory fees payable to MGG may be negotiable. Investors and prospective investors in the Funds should note that similar advisory services may (or may not) be available from other investment advisers for similar or lower fees. Co-Investor Management Fees Under certain circumstances, MGG may also render advisory services to certain Funds organized to facilitate co-investments by third parties (including, but not limited to, existing Fund investors) in one or more of the same financing transactions engaged in by the primary Funds. The investors in these co-investment Funds will generally (but may not always) be charged an asset-based advisory fee (which may or may not be the same as that charged to investors in the primary Funds). When such fees are charged, investors

in the co-investment Funds typically will not be charged the same performance-based compensation (as described below) as investors in the primary Funds. Further, the assetbased advisory fees and other fees and expenses an investor in a co-investment Fund may be obligated to pay is typically negotiated on a case-by-case basis and, as such, the assetbased advisory fees and other fee and expense payments MGG receives from investors in a co-investment Fund may vary from investor to investor. Third parties who co-invest directly may not be charged such vehicle-based fees and expenses, and may only incur investment-related expenses. Deduction of Fees; Timing of Payments; Termination As a general matter, MGG is authorized under the Governing Documents to charge and deduct advisory fees directly from the assets of the applicable Fund pursuant to the terms of the Governing Documents. Advisory fee payments are generally made quarterly in advance and in accordance with the terms of such Governing Documents. Please refer to the applicable Fund’s Governing Documents for more complete information on the timing of advisory fee payments. MGG’s investment advisory services may be terminated by a Fund at any time by prior written notice to MGG delivered within a reasonable period of time (typically 90 days) prior to such termination. Upon such termination, any prepaid, unearned fees will be promptly refunded by MGG (determined on a pro rata basis based on the number of days elapsed in the applicable fee payment period), and any earned, unpaid fees will be due and payable by the applicable Fund. Other Fees and Expenses In addition to the advisory fees and performance-based fees payable to MGG, subject to the terms of a Fund’s Governing Documents, a Fund will typically bear organizational expenses incurred in connection with its formation and incur operating and other expenses, including but not limited to expenses incurred in connection investment-related expenses whether relating to investments that are consummated or unconsummated (e.g., costs, fees and other out-of-pocket expenses directly related to (i) the investigation and diligence of investment opportunities (whether or not consummated) and research-related expenses, including, without limitation, news and quotation equipment and services and trading related computer hardware and software expenses, market data services, fees to third-party providers of research, alternative data and/or portfolio risk management services and software and brokerage costs and fees and (ii) the sourcing, negotiation, structuring, acquisition, settlement, ownership, trading, monitoring, financing (including all amounts borrowed pursuant to a commitment facility), hedging or sale of its investments and other transaction costs, including travel expenses (including conferences, lodging and meals), transaction fees, broken-deal expenses, loan administration expenses, costs or expenses related to currency conversion in the case of all or any portion of an investment denominated in currency other than U.S. dollars, consulting, advisory, investment banking, sourcing, finder’s, legal, corporate licensing, valuation and other professional fees (and

similar payments and compensation) relating to investments or contemplated investments, brokerage commissions, information-related expenses, clearing and settlement charges, custodial fees, interest expenses, appraisal fees and expenses), legal, tax, auditing and accounting expenses (including expenses associated with the preparation of a Fund’s financial statements, tax returns and Schedules K-1 and accounting-, auditing- or taxrelated computer hardware and software), fees, costs and expenses of administrators; costs related to products and services provided in connection with performance reports; loan/agent servicing; expenses incurred in collection of monies owed to a Fund, insurance expenses (including, without limitation, directors’ and officers’ insurance, errors and omissions insurance and other similar policies), printing and mailing costs, placement fees payable by a Fund in connection with the offering of interests in the Fund (which placement fees will offset Management Fees dollar for dollar), expenses relating to meetings of, and the engagement or retention of counsel or accountants by, any advisory committee of the Fund, reasonable out-of-pocket costs of members of any advisory committee of a Fund in connection with its activities for such Fund (including the costs of any advisors permitted to be retained pursuant to a Fund’s Governing Documents), expenses related to annual meetings of the partners of a Fund and any other investors in a Fund or account managed by MGG, costs and expenses of the operating partners hired by MGG to assist in, among other things, the sourcing of investments, performing due diligence, advising on the structuring of investments and monitoring investments, expenses related to compliancerelated matters and regulatory filings related to a Fund’s activities (including expenses relating to preparation and filing of Form PF and/or other regulatory filings of MGG and its affiliates relating to a Fund’s activities), the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages), the Management Fee and any taxes (including New York City Unincorporated Business Tax), filing, registration, clearing or similar fees in various jurisdictions or other governmental, supervisory, fiscal fees or other charges levied against a Fund, wind-up and liquidation expenses, extraordinary expenses (such as litigation-related and indemnification expenses) and expenses comparable to the foregoing. Please refer to the applicable Fund’s Governing Documents for a complete description of all fees and expenses bearable by such Fund. As noted above, the Adviser will from time to time organize co-investment Funds to invest alongside the primary Fund(s) in specific Fund investments. The investors in such a coinvestment Fund will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment Fund. A coinvestment Fund will generally bear its pro rata portion of expenses incurred in the making of a co-investment. However, if a proposed co-investment transaction is not consummated, generally no co-investment Fund will have been formed, and, as such, the full amount of any expenses relating to such proposed but not consummated co-investment transaction will therefore be borne by the existing Funds selected by the Adviser as proposed investors for such proposed transaction. As a general matter, no prospective co-investor will bear

the aforementioned broken-deal expenses until such person is contractually committed to invest in the prospective co-investment. Expenses incurred for the sole benefit of one particular Fund are charged to the relevant Fund. Expenses incurred for the benefit of multiple Funds are allocated to such Clients based upon a reasonable and fair allocation methodology. Generally, certain expenses will be allocated between Funds on a pro rata basis while others may be allocated more specifically as determined by the benefits received by each Fund. In determining these specific allocation methodologies, factors such as the Funds’ portfolio holdings, scope of service, time frame of service, and benefit/utilization on a Fund-by-Fund basis are considered. Airline travel or hotel stays incurred as Fund or account expenses often result in “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to MGG and/or such personnel (and not the Funds) even though the cost of the underlying service is borne by the Funds. The section titled “Brokerage Practices” describes the factors MGG considers in selecting or recommending broker-dealers and determining the reasonableness of their compensation. Transaction-Based Compensation Neither MGG nor any supervised person of MGG receives any compensation as broker or agent for the sale of interests in any Fund or the sale of securities or other investment products to any Fund. Please refer to the subsection titled “Economic Benefits Received from Third Parties” below for information on other types of compensation that MGG may receive from time to time with respect to investments by the Fund. Investors and prospective investors in a Fund should carefully review the Governing Documents of such Fund for further information about the fees charged to the Fund’s investors. Such documents are available only to current investors or prospective investors who are eligible to invest in the applicable Fund, as determined in the sole discretion of MGG.

Investment Strategies As discussed under “Advisory Business” above, the Funds’ primary investment strategy is to provide financing to lower middle to middle market companies. MGG’s Clients invest primarily in privately sourced and negotiated senior secured credit instruments that MGG believes provide its Clients with an attractive yield, while also seeking to generate additional upside for its Clients when possible through other fees or equity participations in the target company. Certain of MGG’s Clients may also make opportunistic investments across the capital structure of the target company. MGG’s investments may include various types of credit structures, such as senior secured loans, bridge loans, convertible loans, unitranche loans, subordinate loans, syndicated or bilateral credit facilities, revolving credit, delayed draw, asset-backed, dividend recapitalizations, prepackaged bankruptcies, rescue financials, roll-ups and acquisition financings, second lien investments, mezzanine investments, specialty loans and debtor in possession and other post-bankruptcy-petition financings, or non-control equity stakes, equity and hybrid instruments, event-oriented or other distressed special credit and asset investments. MGG Clients are generally expected to extend credit primarily on a senior secured basis, and MGG generally attempts to mitigate the risk associated with these transactions by, among other ways, selecting target companies with sufficient cash flows, insisting on strong financial and other covenants in loan documentation and by perfecting security interests against all available assets of each target company. MGG’s strategy generally involves credit transactions identified by MGG, but in certain circumstances, its Clients may also acquire or participate in loans originated by others. MGG may also invest in stand-alone equity investments on behalf of its Clients, or in publicly traded or privately held preferred or common equity securities and make other equity investments, either as a consequence of a corporate restructuring or in instances that such investment falls within the general investment strategy of a Client. Covenants are an important part of MGG’s investment strategy. Breach of a covenant is not necessarily material to a given loan and not necessarily material to the Funds’ portfolio as a whole. MGG discloses material developments with respect to the Fund’s portfolio and such developments are reflected within the Fund’s valuation. MGG does not report to investors every covenant breach, but this type of information is available for any investor to review, upon request. Disciplined Investment Process. MGG seeks complex and special situations that deter other lenders and that reduce the availability of other sources of financing. MGG typically selects target companies that satisfy certain criteria determined by MGG. These criteria may include, without limitation, the following:

• • • • • •

Seasoned management teams Companies with a reason to exist and/or in defensive industries Healthy cash flows and strong enterprise value Appropriate capital structures Strong downside structural protections (e.g., asset coverage, amortizing loans, robust covenants, excess cash flow sweeps) Ability to monitor loans post-close, including via access to management and reporting requirements

MGG looks for investments that MGG originates and where it leads or co-leads proprietary diligence using best-in-class audit, industry, and legal experts. A Fund’s investment strategy will be differentiated by the following attributes: Sourcing. MGG seeks to originate or co-lead most transactions. This original sourcingfocused approach helps to provide greater control and deeper access to information and enhances MGG’s ability to layer in many levels of risk management into its investment process. To source differentiated investment opportunities, MGG employs a bottom-up company-by-company evaluation. As part of its approach, MGG maintains close relationships with, and may receive information about prospective investment opportunities from, a diverse multi-channel sourcing network. MGG also uses its network of relationships to gain market insights and to obtain knowledge about industry niches and specific companies within those niches. Focused Triage. Once sourced, potential investment opportunities are reviewed by MGG’s investment team generally on a weekly basis. MGG assesses each investment opportunity in relation to the portfolio construction of its Clients and seeks to ensure that the transaction size and industry exposure fits within such client’s investment strategy and targeted allocations, as applicable. As part of this early read and focused triage, MGG typically “desk kills” most opportunities (generally due to poor company fundamentals, concern about the industry, poor structure or weak pricing) or elects to monitor an opportunity before deciding whether or not to pursue it further. For approximately 10% to 20% of sourced opportunities, MGG decides to create a two-page summary of such opportunity and actively seek additional information. Preliminary Analysis. The investment team meets periodically to discuss all outstanding opportunities and to evaluate prospective courses of action in pursuit of an opportunity. MGG’s process is geared to identify and focus on opportunities where its competences, coupled with the situation facing a target company, can be expected to create abovemarket risk-adjusted returns. When MGG identifies a prospective investment, it conducts an initial company, industry, business, financial and asset evaluation by utilizing a combination of MGG’s own proprietary processes, public filings, and industry research.

Deep Diligence; Transaction Structuring; Investment Approval. After its preliminary analysis, to the extent MGG concludes that an investment may, pending further diligence, result in superior risk-adjusted returns, the investment team prepares a proprietary financial model and conducts deep, PE-style due diligence and credit analysis. As part of its process, MGG’s deal team memorializes its diligence in an investment memorandum, which is revised periodically during the assessment of an investment opportunity if deemed appropriate by MGG. During its in-depth diligence process, MGG engages directly with the target company management and also generally speaks with the target company’s current investors, customers, suppliers, competitors and/or other related parties. At the same time, MGG and also any third parties assisting MGG in its diligence focus on ongoing collateral, operational and financial monitoring, which is important to managing risk over the life of an investment. Third-party due diligence is used to supplement and verify MGG’s inhouse due diligence and to help identify and assess red flags and fraud risk. MGG generally engages nationally recognized forensic accountants, attorneys and industry consultants to assist in diligence, and runs background checks on key target company personnel. Concurrent with its diligence, MGG seeks to structure transactions to minimize risk and maximize risk-adjusted returns. MGG typically establishes the structure, covenants, reporting and examination requirements so that MGG can real-time post-investment continually gauge the financial health and operating performance of the target company. Environmental, Social and Corporate Governance. MGG endeavors to build strong and sustainable partnerships with borrowers and portfolio companies based upon sound ethical principles and seeks to run MGG’s business efforts responsibly as a good corporate citizen. Environmental, social, and governance (“ESG”) issues have an impact on the communities in which MGG and its borrowers and portfolio investments operate. Incorporating ESG-related principles into MGG’s operations and investments supports MGG’s mission of seeking strong, risk-adjusted returns and building long-term value. To this end MGG has: • • • •

Become a signatory to the United Nations’ Principles for Responsible Investment (“Principles”); Employed NorthPeak Advisory, one of the leading independent governance and ESG advisory firms globally, and Apex, one of the leading independent ESG data analytics firms globally, to support ongoing ESG implementation; Employed independent non-executive directors for MGG’s corporate fund structures; and Generally permitted investors to exclude from their holdings identified sectors on a go-forward basis pursuant to their written ESG policies and instructions.

MGG is guided by the six Principles in its ESG efforts and strives to incorporate them into the firm’s investment and operating procedures. MGG also may make investments that it believes will promote the UN’s 17 Sustainable Development Goals. MGG is a PRI Signatory and the resources and expertise from the PRI will be utilized to further develop the ESG investment process, including the self-assessment transparency report. Reporting is done in a timely and transparent manner to MGG’s borrowers, portfolio companies, investors, and other stakeholders. Portfolio Management. Once Investment Committee approval has been received and the transaction documents are fully negotiated and executed, MGG funds and completes the portfolio investment. MGG monitors each investment closely. MGG’s investment team meets weekly to discuss every investment in the portfolio. MGG also typically requires that MGG receive privileged access to management, monthly reporting packs, and borrower adherence to tight financial and other covenants as discussed above. This permits MGG to obtain early warning signs of any weakness or other issues in company performance. Investors and prospective investors should carefully review the Governing Documents of the applicable Fund for further discussion of its investment objective and strategy. Such documents are available only to current investors or prospective investors who are eligible to invest in the applicable Fund, as determined in the sole discretion of MGG. Risk Factors Prospective investors should carefully consider the risks involved in an investment in a Fund, including, without limitation, those discussed below. Additional or new risks not addressed below may affect the Funds. The following list of risk factors cannot be and is not intended to be exhaustive. Prospective investors should consult their own legal, tax and financial advisers about the risks of an investment in a Fund. The following risk factors and other relevant risks could have a material adverse effect on a Fund and the limited partners’ investments therein. Capitalized terms not defined herein shall have the meaning given them in the Governing Document of the applicable Fund. 1. Effect of Substantial Losses. If, due to extraordinary market conditions or other reasons, a Fund were to incur substantial losses, the revenues of MGG may decline substantially. Such losses may hamper MGG’s ability to (i) retain employees, (ii) provide the same level of service to such Fund as it has in the past, and (iii) continue operations. 2. MGG’s Payment of Funds’ Expenses. From time to time, the general partner, MGG or their affiliates may elect to bear certain expenses on behalf of the Funds that otherwise would or could be Fund expenses. To the extent that the general partner, MGG or any of their affiliates makes such an election, the general partner, MGG or such affiliate will not have any obligation to continue to bear such expenses.

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As of the date of this Brochure, MGG provides investment advice to the Funds as described above.

The possibility that MGG or a general partner may receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for MGG to make investments that are riskier or more speculative than in the absence of such performance-based fees. MGG manages various Funds which can follow similar, complementary or competing investment objectives, policies or strategies, which gives rise to a variety of potential and actual conflicts of interest for MGG and its employees and affiliates, including the incentive to favor certain accounts in which MGG and its related persons have a pecuniary interest. MGG, GIH and Conning, as well as their respective personnel, including persons who serve on MGG’s Investment Committee, act as portfolio manager to various Clients or are otherwise in a position to influence MGG’s management, can and do invest in Funds and, in some cases, take interests in a Fund’s general partner or investment adviser and thus participate in the performance fees or “carried interest” paid to such general partner or investment adviser by that Fund. Accordingly, MGG, GIH, Conning, and their respective affiliates and personnel, including persons involved in the management of one or more Clients, can have differing pecuniary interests with respect to different Clients, which could create an incentive for these persons to favor those Clients in which they have greater pecuniary interests, including any Clients in which MGG, or an affiliate or related person holds an interest. See Item 10 – Other Financial Industry Activities and Affiliations. Investors are provided with clear disclosure in each Fund’s Governing Documents as to how performance-based compensation is charged with respect to the Fund, and the risks associated with such performance-based compensation, prior to making capital commitments to a Fund. MGG does not allocate investment opportunities based on the performance-based (or other type of) fees it is entitled to receive from one Client versus another Client. As described further in the subsection “Allocations of Trades and Investment Opportunities” below, it is the policy of MGG to allocate investment opportunities to Clients on a fair and equitable basis over a period of time, to the extent practicable and in accordance with Clients’ applicable investment strategies. Additionally, as noted in the subsection titled “Fees and Compensation” above, MGG or the applicable GP may elect to waive or reduce the management fees, performance-based compensation and/or other fees for any investor, including investors that are affiliates and/or related persons of MGG.

Registered Broker-Dealers None of MGG or its management persons are registered as a broker-dealer or a registered representative of a broker-dealer. In addition, MGG and its management persons are not affiliated with any broker-dealer, bank, or other financial services firm. Registered Futures Commission Merchants, Commodity Pool Operators and Commodity Trading Advisors None of MGG or any of its management persons are registered as a registered futures commission merchant, commodity pool operator or commodity trading advisor. Other Financial Industry Affiliations MGG is affiliated with other entities engaged in the financial services business and in some cases has business arrangements with such entities that are material to its advisory business or to its Clients. These are described in more detail below and, in some cases, will cause MGG’s or a related person’s interests to diverge from the best interests of a Client. Conning & Company owns a majority interest in MGG and controls the Board of Directors of MGG. Conning & Company is a subsidiary of Conning Holdings Limited. Conning Holdings Limited is one of the family of companies whose controlling shareholder is GIH. Assicurazioni Generali S.p.A. is the ultimate controlling parent of all GIH subsidiaries. Conning Holdings Limited subsidiaries also include Conning, Inc., Conning Investment Products, Inc., Goodwin Capital Advisors, Inc., Conning Asset Management Limited, Conning Asia Pacific Limited, Global Evolution Holding ApS and its subsidiaries, Pearlmark Real Estate, L.L.C. and its subsidiaries and Octagon Credit Investors, LLC and its subsidiaries. Conning, Inc., Conning Investment Products, Inc., Goodwin Capital Advisors, Inc., Global Evolution USA, LLC, and PREP Investment Advisers, L.L.C. are registered with the SEC under the Advisers Act. Conning has investment centers in Asia, Europe, and North America. Certain individuals have assumed dual responsibilities within MGG and Conning. In the event such individuals have access to current MGG investment information, they are subject to relevant portions of MGG Code of Ethics as outlined in Item 11. All Conning employees are also subject to Conning’s Code of Conduct. Conning Investment Products, Inc. is also a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”). MGG does not use Conning Investment Products, Inc. for loan or securities transactions within Client accounts.

Relationships with Related Persons As discussed in the subsection titled “Participation or Interest in Client Transactions” below, MGG and its related persons are, directly or indirectly, the general partners, limited partners and/or managing members of the general partner of each Fund. MGG and its related persons manage multiple Funds. This can create conflicts in the allocation of time, resources, and investment opportunities among the Funds. Please refer to the Governing Documents of the applicable Fund for complete information on the requisite time commitments (if any) of MGG and its related persons to such Fund and the allocation of investment opportunities to the Fund. Please also refer to the description of MGG’s investment allocation policy described in the subsection titled “Side-by-Side Management” above. Employees of MGG and its affiliates may serve as officers, advisors, directors or in comparable management functions for portfolio companies in which the Funds invest, or provide other services to portfolio companies, and may receive compensation in connection therewith. The foregoing individuals may spend a substantial portion of their time with these Fund-related management activities. Employees of MGG may also from time to time serve on the board of directors of a portfolio company or be given access for other reasons to confidential information relating to companies in which the Funds invest and/or be subject to legal or contractual restrictions on their ability to effect transactions for the Funds. As a result, the Funds may, under certain circumstances, be prohibited for a period of time from engaging in transactions with respect to the debt or equity securities of certain portfolio companies, which prohibition may have an adverse effect on the Funds. Selection or Recommendation of Other Advisers MGG neither recommends or select other investment advisers for its Clients nor receives compensation from such advisers in a manner that would create a material conflict of interest. MGG does not have other business relationships with other advisers that create a material conflict of interest. Other Activities of MGG and its Affiliates MGG and its respective affiliates may encounter potential conflicts of interest in connection with the Funds’ interests, assets, or activities (including certain conflicts of interest as among the interests of different Funds). If any matter arises that MGG determines in its good faith judgment constitutes an actual conflict of interest, MGG will take such actions as may be necessary or appropriate to ameliorate the conflict. Conflicts of interest likely will arise from the fact that MGG, its general partners and their affiliates: (i) provide investment management services to multiple Funds and (ii) may in the future provide investment management services to Clients other than the Funds, including, without limitation, “funds of one”, proprietary accounts and other investment accounts (such non-Fund clients, together with the Funds, the “Clients” and each, a

“Client”). Although typically the Fund will not have an interest in any non-Fund Client, conflicts of interest likely will arise from the existence of such non-Fund Client. Clients have investment objectives, programs, strategies, and positions that are similar to or at times conflict with those of one or more other Clients, or at times compete with or have interests adverse to one or more other Clients. Such conflicts could affect the prices and availability of securities in which a Client invests. Even if a Client has investment objectives, programs or strategies that are similar to those of one or more other Clients, MGG may give advice or take action with respect to the investments held by, and transactions of, one Client that differs from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, one or more other Clients for a variety of reasons, including, without limitation, differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the one Client, on the one hand, and another Client, on the other hand. As a result, one Client may have substantially different portfolios and investment returns relative to another Client. Conflicts of interest may also arise when MGG makes decisions on behalf of a Client with respect to matters where the interests of MGG or one or more other Clients differs from the interests of such Client. A Client with investment objectives, programs, strategies, and positions that are similar to those of one or more other Clients could result in significant overlapping positions among such Clients. In addition, such other Clients may have different or additional terms, including different fees, information rights and liquidity rights (including the right to wind down and terminate a Fund of One without cause). Additional information may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw from or to terminate a Client. Any such withdrawals or terminations could cause any such Client to liquidate its positions ahead of another Client. Similarly, to the extent that a Client establishes classes of interests with different liquidity rights, certain investors may be able to act on information before any investor in a different class that has less frequent liquidity rights. MGG, its affiliates and personnel will devote as much of their time to the activities of a Fund or other type of Client as they deem necessary and appropriate. Subject to the terms set forth in the relevant Governing Documents, MGG, its affiliates and personnel will not be restricted from raising successor Funds, from entering into investment advisory relationships with other types of Clients (such as Funds of One) or from engaging in other business activities, even if such activities may be in competition with a Fund and/or may involve substantial time and resources of MGG, its affiliates or personnel. These activities could be viewed as creating a conflict of interest in that the time and effort of MGG, its affiliates and personnel will not be devoted exclusively to the business of any one Fund but will be allocated between the business of such Fund and other Clients and businesses. MGG and its affiliates, from time to time, offer one or more investors and/or other thirdparty investors the opportunity to co-invest with a Fund in particular investments. MGG and its affiliates are not obligated to arrange co-investment opportunities, and no investor

will be obligated to participate in such an opportunity. MGG and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular investment and may allocate co-investment opportunities to investors in the Funds or to third parties. If MGG determines that an investment opportunity is too large, or otherwise not appropriate for the Funds, MGG and its affiliates may, but will not be obligated to, make proprietary investments therein. MGG or its affiliates at times receive fees and/or allocations from co-investors, which likely will differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Principals and employees of MGG at times serve as directors and officers of certain portfolio companies and, in that capacity, will be required to make decisions that consider the best interests of such portfolio company and its shareholders. In certain circumstances (for example in situations involving bankruptcy or near-insolvency of a portfolio company), actions that may be in the best interests of the portfolio company may not be in the best interests of a Fund, and vice versa. Accordingly, in these situations, conflicts of interests at times arise between such individual’s duties as an employee or principal of MGG and such individual’s duties as a director of such portfolio company. Joint venture investments by a Fund may under certain circumstances involve risks not otherwise present, including the possibility that the co-venturer might become bankrupt, that such co-venturer might at any time have economic or other business interests or goals which are inconsistent with the business interests or goals of the Fund, and that such co-venturer may be in a position to take action contrary to the instructions or the requests of the Fund or contrary to the Fund’s policies and objectives. Such investments may also have the potential risk of an impasse on decisions because neither co-venturer may have full control over the joint venture. To the extent a dispute arises between affiliates of MGG, on the one hand, and such joint venture partners, on the other hand, the affected Fund’s separate investments with such joint venture partners may also be adversely affected. Investors may have conflicting investment, tax, and other interests with respect to their investments in the Funds. The conflicting interests of individual investors may relate to or arise from, among other things, the nature of investments made by the Funds, the structuring or the acquisition of investments and the structure, timing, or manner of disposition of investments. As a consequence, decisions made by MGG, including with respect to the nature or structuring of investments or dispositions, may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax situations. In selecting and structuring investments appropriate for the Funds, MGG will consider the investment and tax objectives of each Fund as a whole, not the investment, tax, or other objectives of any investor individually.

Code of Ethics MGG has adopted a Code of Ethics (the “Code”) under Rule 204A-1 of the Advisers Act expressing MGG’s commitment to ethical conduct. MGG’s Code describes its fiduciary duties and responsibilities to its Clients, and sets forth MGG’s policies on, among other things, (i) receipt of gifts and entertainment by employees, (ii) political campaign contributions, (iii) outside business activities and (iv) the personal trading activities of supervised persons with access to Client investment recommendations. Under MGG’s Code, all supervised personnel have a duty to act only in the best interests of the Fund and all potential conflicts and violations of the Code must be promptly reported to MGG’s Chief Compliance Officer (“CCO”). All supervised personnel must acknowledge the terms of the Code annually, or as amended. It is the expressed policy of MGG that no person employed by MGG shall prefer his or her own interest to that of a client or make personal investment decisions based on the investment decisions of Clients. To supervise compliance with its Code, MGG requires each supervised person to provide annual securities holdings reports and quarterly brokerage statements (or equivalent quarterly transaction reports) to the CCO. MGG requires supervised personnel to also receive written approval from the CCO prior to investing in various types of securities and digital assets. In an effort to prevent inappropriate securities transactions by MGG’s personnel, the CCO will maintain and make available a list of restricted securities. The restricted securities list will be updated periodically and will include securities about which any access person is in possession of, or knows, material nonpublic information. Access persons are strictly prohibited from trading on their own behalf in restricted securities without obtaining the prior written approval of the CCO. MGG requires that all individuals act in accordance with all applicable federal and state regulations governing investment advisory practices. MGG’s Code also includes the firm’s policy prohibiting the use of material non-public information. Any individual not in observance of the above may be subject to discipline or termination. The Code of MGG places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions to MGG on a periodic basis, and requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, MGG’s employees may not invest in the same financial instruments as the Funds. MGG will provide a complete copy of its Code to any Client or prospective Client upon request.

Participation or Interest in Client Transactions As general partners, limited partners or managing members of the general partner of the Funds, MGG and its related persons have indirect beneficial interests in the securities owned by the Funds and will share in any profits and losses generated by the Funds’ respective investments. In certain situations, related persons of MGG may purchase interests in portfolio investments held by one or more Fund. All such purchases are subject to compliance with MGG’s Code as described above. Before MGG makes a recommendation that a Fund buy or sell interests in a portfolio company, all Access Persons that have direct ownership of such issuer at the time of such recommendation are required to disclose such interest to MGG and will not be permitted to participate in the discussions or authorizations to recommend that the Fund buy or sell the securities of such issuer. An Access Person shall not be so restricted if such person’s only interest in a portfolio company is (i) indirectly held through one of the general partner entities, a Fund or otherwise or (ii) related to service as a director or advisor of a portfolio company to facilitate MGG’s ability to monitor the investment in such portfolio company. Further, as noted in the subsection titled “Performance-Based Fees and Side-by-Side Management” above, the possibility that MGG or its related persons could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for MGG to make more speculative investments than it might otherwise make. However, MGG believes that these financial interests align MGG and its related persons interests and incentives with those other investors in the Funds. Nevertheless, as noted in the subsection titled “Allocations of Trades and Investment Opportunities” below, MGG has adopted investment allocation policies and procedures designed so that MGG allocates investment opportunities to its Clients in a fair and equitable manner, to the extent practicable and over a period of time, without taking into account whether one Client pays MGG higher performance-based (or other) fees than another Client. Cross Trades/Principal Transactions A principal trade is a transaction between MGG or an affiliate thereof and a Client account. Pursuant to Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), any principal trade must be disclosed to, and requires the consent of, the Fund or other Client that is opposite MGG or its principals or affiliates in such principal trade. Principal trades create a potential conflict of interest between the duties of MGG and/or its principals and affiliates to MGG’s Clients and their desire to maximize their own profits or obtain other benefits with respect to their proprietary trading activities. To the extent MGG does engage in principal transactions, MGG will comply with all applicable requirements under Section 206(3) of the Advisers Act. MGG may also effect cross trades between Clients where it determines that such trades are in the interest of both Clients. MGG and/or its affiliates may have a potential conflict of interest when engaging in cross trades on behalf of its Clients, as they may have financial incentives (such as the receipt of higher management fees or fees related to the purchase

or sale transaction) to engage in such transactions and/or to favor certain Client accounts over others. MGG seeks to mitigate any conflicts of interest in connection with cross trades. The loans negotiated by MGG are bespoke and not the type that are readily available in the marketplace with third party quotes. As such, in consultation with its outside counsel and advisors, MGG has put in place and relies on a robust valuation process to confirm that the terms of cross transactions are no less favorable to its Clients than those that could be obtained from unaffiliated third parties in arm’s length transactions, including the involvement in such valuation process of both an independent third party member of MGG’s Valuation & Risk Committee, and the engagement of nationally recognized independent third party valuation firms. Additionally, prior to each cross trade, MGG considers whether any material event has occurred since the most recent valuation date that would require a change in the applicable valuation. Other Conflicts of Interest Allocations of Trades and Investment Opportunities It is the policy of MGG to allocate investment opportunities to Clients on a fair and equitable basis, over a period of time, to the extent practicable and in accordance with Clients’ applicable investment strategies. Investment opportunities will generally be allocated among those Clients for which participation in the respective opportunity is considered permissible and appropriate (such Client accounts, “Eligible Accounts”), taking into account, among other considerations: (i) whether the risk-return profile of the proposed investment is consistent with a Client’s objectives; (ii) the potential for the proposed investment to create an imbalance in a Client’s portfolio; (iii) the liquidity considerations of a Client; (iv) potentially adverse tax consequences; (v) regulatory restrictions that would or could limit a Client’s ability to participate in a proposed investment; (vi) leverage considerations and (vii) the need to re-size risk in a Client’s portfolio. If an investment opportunity is permissible and appropriate for only one Eligible Account, the investment opportunity is allocated in its entirety to such Eligible Account. Currently, only certain Clients are eligible to invest in pure equity investments (“Pure Equity Investments”). However, MGG may determine that other accounts are eligible to participate in an investment opportunity that is a Pure Equity Investment. “Pure Equity Investment” means an investment in the equity of an issuer (preferred, common or otherwise) that is not being made concurrent with or in connection with a debt investment in the same issuer or an affiliate thereof; provided, that the term “Pure Equity Investment” shall exclude any investment in, of or related to the equity or equity warrants of a special purpose acquisition company or a transaction related thereto. For the avoidance of doubt (i) investments made in the equity of an issuer at same time or in connection with a loan made to the same issuer (or an affiliate thereof) shall be considered part of the same investment and shall not be a Pure Equity Investment and (ii) lending deals with equity

kickers included in connection with the loan (e.g., an equity incentive issued by a borrower in connection with a loan, such as a warrant) are not Pure Equity Investments. When MGG encounters an investment opportunity that is permissible and appropriate for more than one Eligible Account, MGG will allocate the investment opportunity on a fair and equitable basis over a period of time. In such a situation, the investment opportunity will generally be allocated to the Eligible Accounts prior to or at the trade date or closing of an investment, pro rata based on their respective available investment capital. Notwithstanding the foregoing, allocations of investment opportunities may be made on a basis other than pro rata for a number of reasons, and the determination may be based on factors that include, but are not limited to: (i) an Eligible Account’s investment guidelines, and parameters, restrictions, current portfolio, liquidity considerations, and/or capacity; (ii) the current investment pipeline and the projected yield to maturity of an investment or investments; (iii) clearing, credit, and trading line considerations, including leverage considerations; (iv) tax, regulatory, ERISA, or legal considerations; (v) the current market environment; (vi) to avoid odd lots, enhance diversification, minimize concentration, or enhance terms to parties, (vii) whether or not an Eligible Account is in ramp-up, start-up period or wind-down or liquidation and/or (viii) the financial instruments comprising an investment (e.g., whether the investment consists of debt, equity and/or other assets and whether the instruments are expected to perform like debt or equity). MGG is not obligated to purchase or sell for a Client account every investment which MGG or its employees may purchase or sell for any other Client account(s), if such a transaction or investment appears unsuitable, impracticable or undesirable for the Client account; provided, that MGG, to the extent within its control, may not favor itself in any way to a Client account’s detriment and will act in a manner that, over the long term, is fair and equitable to all its Clients. To the extent an investment opportunity is a follow-on investment to a pre-existing investment, MGG may first allocate such follow-on investment to such Eligible Accounts holding such pre-existing investment based on their respective available investment capital. MGG will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, a Client account solely because MGG purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to, another Client account if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the Client account that will not participate in such investment opportunity. Some prospective investment opportunities pursued by MGG may be projected to be lower-yielding investments that may be less suitable (or not suitable) for certain Clients. MGG may allocate a greater percentage of a lower-yielding investment to certain Clients (when compared to the percentage that would have been allocated if the investment were

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Discretionary Brokerage The Funds invests primarily in non-public debt and equity securities, although they may acquire, sell, or distribute public securities on occasion. When selecting private placement opportunities, MGG believes it satisfies its best execution responsibilities through careful negotiation of the terms of the investment. With respect to those limited instances in which the Funds purchase or sell or distribute publicly traded securities through a broker-dealer, MGG seeks to satisfy its best execution obligation by considering all relevant facts and circumstances, including the price and size of the order, the trading characteristics of the securities involved, the value of the research provided by each broker, the broker’s execution abilities commission rates, and financial responsibility and responsiveness. MGG does not generally have any soft dollar arrangements with respect to securities transactions for the Funds. MGG does not consider referrals of investors to the Funds in determining its selection of broker dealers or other third parties. Trade Aggregation Although MGG does not often trade in public securities, in such circumstances where more than one Fund is either selling or buying the same type of security, MGG will, to the extent possible, generally place a combined order for two or more Funds engaged in the purchase or sale of the same security if, in its good faith determination, joint execution would be consistent with its duty to seek best execution, consistent with the terms of each such Fund’s Governing Documents, and otherwise in the best interest of each such Fund.

Economic Benefits Received from Third Parties In connection with investments made by the Funds, MGG or its related persons may receive consulting fees, commitment fees, monitoring fees, break-up fees, success fees or other remuneration from portfolio companies in which one or more of the Funds may invest or propose to invest (or affiliates of such portfolio companies). The potential for MGG and its related persons to receive such economic benefits creates a conflict of interest as MGG and its related persons may have an economic incentive to invest in portfolio investments that provide such benefits. To mitigate potential conflicts, MGG will generally offset a portion of such benefits against advisory fees payable by the applicable Fund or otherwise remit such benefits to the investors in such Fund in accordance with such Fund’s Governing Documents. Investors are requested to refer to the Governing Documents of the applicable Fund for complete information on the additional compensation received by MGG or its affiliates or supervised persons in connection with such Fund’s investments and the methodology used to calculate the applicable advisory fee offset. Third Party Compensation for Client Referrals MGG and related persons of MGG may from time to time enter into, and have entered into, cash compensation arrangements with unaffiliated placement agents or third parties for introducing investors to the Funds. In accordance with the terms of the applicable Fund’s Governing Documents, any such placement agent fees will usually ultimately be payable by MGG and/or its related entities, either directly or through an offset of the advisory fee payable by such Fund to MGG. A Fund investor will typically not bear any additional charges as a result of an introduction through a placement agent or other unaffiliated third party. MGG will provide prospective investors with detailed disclosures regarding a placement agent’s compensation (and associated conflicts) via applicable Fund offering documents or separately. Prospective investors should carefully review such disclosures. A placement agent’s receipt of the fees noted above presents an inherent conflict of interest for the placement agent in that the placement agent may have an incentive to recommend interests in the Fund to a prospective investor based on the fees it anticipates receiving from such sale (as opposed to the best interests of the prospective investor). Such a conflict will usually be mitigated (at least in part) by the placement agent’s fiduciary duty to place the interests of its Clients over its economic interests. Nevertheless, prospective investors should independently assess whether an investment in a Fund is in their best interests and appropriate aligned with their portfolios’ investment objectives and guidelines, investment

restrictions (if any), asset allocation guidelines and restrictions, liquidity needs, and overall risk/return profiles.

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

Review of Client Accounts MGG will continuously monitor portfolio investments on behalf of the Funds. Investments are reviewed in the context of a Fund’s stated investment objectives and guidelines as set forth in the Governing Documents of such Fund. Members of MGG’s investment team meet regularly to determine and review overall investment objectives, risk tolerance and other information relevant to the Funds. Reports to Clients MGG distributes quarterly and annually written reports to its Fund limited partners. Annual reports generally contain an individual capital account statement as of the end of such fiscal year. MGG generally provides audited financial statements to its Clients within 120 days of the applicable Client’s fiscal year end prepared in accordance with GAAP. Investors are requested to refer to the Governing Documents of the applicable Fund investment vehicle for further information on the reports provided to such Fund’s investors by MGG.

MGG is generally deemed to have custody of the Funds’ assets by virtue of the fact that MGG or its related persons typically serve as the general partners or managers to the Funds. As MGG’s investment program primarily involves investments in non-public debt and equity securities, MGG will generally not have physical custody of any Client assets (other than physical custody of certain privately offered securities held directly or indirectly by the Fund to the extent permitted by the Advisers Act). MGG anticipates that the majority of its investments will involve private securities that are (i) acquired from the issuer in a transaction or chain of transactions not involving any public offering; (ii) uncertificated, to the extent ownership thereof is recorded only on the books of the issuer or its transfer agent in the name of the Client; and (iii) transferable only with prior consent of the issuer or holders of the outstanding securities of the issuer. Such securities are not required to be maintained by a qualified custodian. Further, certain certificated, privately offered securities, in which the Fund may invest, are also not required to be maintained by a qualified custodian, provided that: (i) the Fund is subject to an annual audit as explained below; (ii) the certificate can be used only to effect a transfer or to otherwise facilitate a change in beneficial ownership of the security with the prior consent of the issuer or holders of the outstanding securities of the issuer; (iii) ownership of the security is recorded on the books of the issuer or its transfer agent in the name of the Client; (iv) the certificate contains a legend restricting transfer; and (v) the certificate is appropriately safeguarded by MGG and can be replaced upon loss or destruction. To the extent that a Fund’s investments in private securities involve securities that are certificated, but do not satisfy the conditions referenced above, MGG will maintain such certificates with a qualified custodian. MGG is generally exempt from the quarterly account statement delivery obligations and surprise audit requirement of the Custody Rule because each Fund will typically be audited each year by an independent public accountant, registered with and subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”), and MGG will distribute audited financial statements to investors no later than 120 days after the end of each fiscal year. In addition, upon the final liquidation of any such Fund, MGG will obtain a final audit and distribute audited financial statements prepared in accordance with U.S. GAAP with respect to such Fund to all investors promptly after completion of the audit.

Subject to the investment objectives, policies and restrictions of the Funds as set forth in the Governing Documents of the Funds, MGG and its affiliates have discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of the Funds, including the selection of, and commissions paid to, broker-dealers (where applicable). MGG is provided with this authority pursuant to a limited power of attorney granted by Funds’ investors via the applicable Governing Documents.

Given MGG’s business as a private fund manager that specializes in providing financing solutions and direct lending to middle market companies, it is anticipated that it will be extremely rare that MGG will receive proxies with respect to securities held on behalf of its Clients (i.e., the Funds). However, in the event proxies have to be voted, MGG has adopted and implemented written policies and procedures governing the voting activities on behalf of its Funds in accordance with its fiduciary duty to Clients and Rule 206(4)-6 of the Advisers Act. Its proxy voting activities are conducted in a manner consistent with, under all circumstances, the best interest of the Funds. In exercising its voting discretion, MGG and its employees will seek to avoid any direct or indirect conflict of interest raised by such voting decision, or otherwise mitigate any conflicts that may arise. MGG’s investment professionals may serve as board members for a Fund’s portfolio companies. In situations where MGG votes the proxy for a company in which a member of MGG serves on the board of directors, MGG has determined that such voting and board service do not inherently present a conflict of interest as the purpose for serving on the board is to maximize the return on the investors’ investment and to ensure that the applicable Fund’s interests are protected. The CCO (or his designee) would deliver proxies in accordance with instructions related to such proxy. In the event proxy voting procedures were ever to be utilized, MGG would keep a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions, and each investor request for proxy voting records and MGG’s response for the previous five years. All proxies that MGG receives will be treated in accordance with these policies and procedures. A copy of MGG’s written proxy voting policies and procedures, as well as a record of how MGG has voted in the past, will be maintained and available for review upon written request.

MGG has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding.