MORGAN STANLEY EATON VANCE CLO MANAGER LLC

Morgan Stanley Eaton Vance CLO Manager LLC (formerly “MS 522 CLO Manager LLC”), a Delaware limited liability company organized in 2020, is an indirect, wholly-owned subsidiary of Morgan Stanley, a publicly held company (“Morgan Stanley”). Morgan Stanley Eaton Vance CLO CM LLC (formerly MS 522 CLO CM LLC, which was formerly “Assurant CLO Management, LLC”), a “relying adviser” of the Adviser, was organized in 2017 by Assurant, Inc. (“Assurant”). In 2020, Morgan Stanley acquired and, as of the date of this Brochure, indirectly owns all of the voting interests in the Relying Adviser. Assurant, the former owner of the Relying Adviser, continues to indirectly own other interests in the Relying Adviser. The Adviser and the Relying Adviser share common personnel, policies and procedures. Except where stated or where the context requires otherwise: (i) references to ‘we’ or ‘us’ throughout this Brochure apply to the Adviser and the Relying Adviser collectively and (ii) references to “affiliates” throughout do not include Assurant entities that might be deemed to be affiliated with the Relying Adviser based on continued ownership by Assurant of certain indirect, non-voting interests in the Relying Adviser. Certain affiliates of Morgan Stanley, including Morgan Stanley Investment Management Inc. (“MSIM Inc.”), Eaton Vance Management (“EVM”) and its advisory affiliates (which represent the investment management division of Morgan Stanley), provide us with personnel, facilities and resources and perform certain back-office, credit analysis and reporting functions, among other services, which we require in order to carry out our business.

Overview We act as collateral manager (whether on an advisory or sub-advisory basis) to issuers of collateralized loan obligation securities and to special purpose vehicles entering into short-term and long-term warehouse, repurchase or other credit facilities to finance the preliminary accumulation and “ramp-up” of loans comprising all or a portion of the initial pool of collateral for any such issuer (each a “CLO” or “Client”). Each CLO invests substantially all of its assets in, and its loans, notes and other securities, as applicable, are backed by, loans and other assets permitted to be held by the CLO under the applicable CLO Documents (collectively, “Assets”). In general, after its warehouse phase, a CLO is a pooled investment vehicle that has a tiered capital structure, issuing senior and mezzanine notes that are rated by one or more rating agencies (the “Rated Notes”) and unrated subordinated notes or other economic equity interests (the “Equity” and, together with the Rated Notes, the “CLO Securities”). Each Client is described in, governed by and/or otherwise subject to a variety of documents (collectively, the “CLO Documents”), including: (i) the Client’s organizational documents; (ii) during the warehouse phase, the relevant warehouse collateral management agreement, credit and security agreement, securities account control agreement and other warehouse transaction documents; and (iii) upon the issuance of its CLO Securities, an offering circular, indenture, collateral management agreement, collateral administration agreement, conditional sale agreement, purchase agreement, subscription agreements, and other transaction documents. The CLO Documents describe the roles of various persons involved in the Client, establish our authority to perform certain investment management functions, including, without limitation, supervise and direct the investment and reinvestment of the collateral obligations and eligible investments and perform administrative and advisory functions as the collateral manager on behalf of the Client in accordance with the applicable provisions under the collateral management agreement, collateral administration agreement and indenture and set forth detailed eligibility criteria, specifications and requirements regarding the types of investments and describe the overall composition of the Client’s portfolio (including by imposing, as applicable, diversification, ratings and concentration tests). While, in many cases, certain prospective investors in the CLO Securities will influence the investment criteria, guidelines, and other terms set forth in the final CLO Documents, it is generally the case that our investment advice to each CLO will primarily be limited to selecting and managing loans. Our affiliates, and certain private funds and portfolios that our affiliates advise, can hold interests in our Clients, including in risk retention, other Equity or first loss positions, or in any tranche of a Client’s Rated Notes. Any such investments will result in our affiliates’ clients bearing certain expenses and create conflicts of interest. See Item 5, Fees and

Compensation, and Item 11, Code of Ethics, Participation or Interests in Client Transactions and Personal Trading, below, for further discussion.

Assets Under Management As of December 31, 2025, we had $4,326,185,555 in assets under management, all on a discretionary basis.

Management Fees As compensation for our services as a collateral manager of a CLO after its warehouse phase, we generally are entitled to receive a senior collateral management fee and a subordinated collateral management fee (collectively, the “Collateral Management Fees”), each as described in detail in the relevant Client’s CLO Documents. The senior collateral management fee has a higher priority in a CLO’s priority of payment waterfall than the subordinated collateral management fee and any incentive fee. The senior collateral management fee and subordinated collateral management fee are typically paid quarterly in arrears, in accordance with the Client’s CLO Documents. Please consult the Client’s CLO Documents for additional information regarding such Collateral Management Fees and Item 6, Performance-Based Fees and Side-by-Side Management, below, for a discussion of conflicts associated with performance-based fees. We can choose to defer or waive Collateral Management Fees and, at our option, we can rebate or discount fees for certain investors in one or more of our Clients. When we negotiate, rebate or waive fees for one Client or investor, we are not required to inform, or offer similar arrangements to any other Client or investor, except as agreed with such persons or as required by applicable law.

Performance Fees We also can receive incentive fees if and as set forth in a Client’s CLO Documents. Incentive fees are generally payable only to the extent that funds are available for such purpose under the priority of payment waterfall in the Client’s CLO documents and provided that certain performance hurdles relating to the internal rate of return of the Equity investors are met on each payment date. In lieu of incentive fees, or in addition thereto, we could receive a profits interest (in the form of “Performance Notes” issued by the CLO) that entitles us to receive a stream of income if the Equity investors in the CLO achieve a specified internal rate of return. Incentive fees and Performance Notes are typically payable quarterly in arrears and dependent on certain performance hurdles and other cash distribution constraints set forth in the Client’s CLO Documents.

CLO Warehouses CLOs during their warehouse phase generally do not pay any collateral management fees or performance fees to us as the collateral manager except as negotiated on a deal-by-deal basis and described in the CLO Documents relating to the warehouse facility.

Other Fees and Expenses In addition to the Collateral Management Fees, incentive fees or CLO warehouse fees, if any, described above and in accordance with the terms of the applicable CLO Documents, each CLO will generally reimburse us from time to time for certain out-of-pocket expenses related to the services we or a third-party provide to such CLO although in connection with certain CLO warehouses, at our option, we could agree to pay such expenses without reimbursement. Additionally, except as otherwise agreed by us in the applicable CLO Documents, each CLO will bear a variety of fees and expenses, as described generally below, that are paid to us, our affiliates or third parties. Organizational Expenses. Each CLO will typically pay or otherwise bear all fees, costs, expenses, and other liabilities incurred in connection with its formation and organization, including all out-of-pocket legal, accounting, filing, capital raising, placement agent, rating agency, printing, electronic database, travel, accommodations, meals and other similar fees, costs and expenses (collectively, the “Organizational Expenses”) relating to the organization of the CLO, the negotiation, preparation and execution of the CLO Documents and issuance of the CLO Securities and any other fees, costs, expenses and other liabilities incidental thereto. In some cases, the treatment of fees, costs and expenses are consistent from CLO to CLO while in other cases these will be specific to a particular CLO. As a result, investors should

review the applicable CLO Documents for further information and the discussion herein is intended as a general overview and, as such, is qualified in whole by such CLO Documents. Operating Expenses. In addition, each CLO, subject to its CLO Documents, will typically pay or otherwise bear all of the direct and indirect fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with its operations (collectively, the “Operating Expenses”). The Operating Expenses of a particular CLO are set forth in its CLO Documents and can include, without limitation, fees, costs, expenses and other liabilities related to, arising from or incurred in connection with the following:

i.

legal advisers, consultants, rating agencies, accountants, placement agents (whether acting as initial note purchasers or otherwise), brokers and other professionals we, our affiliate(s) or the CLO retain or employ in connection with the CLO and/or the issuance of CLO Securities;

ii.

asset pricing and asset rating services, independent review party services, appraisal services, hedging services, custodial, trustee, transfer agent and recordkeeping services, collateral management services, collateral administration services, compliance services and software, and accounting, programming and data entry services directly related to the CLO and/or the management of the Assets of the CLO;

iii.

all taxes, regulatory and governmental charges (not based on our income) and insurance premiums, insurance retention amounts or expenses;

iv. the acquisition or disposition of investments on behalf of the CLO (whether or not actually consummated), including where such acquisitions or dispositions are effectuated through an affiliate,

v.

the management of the CLO’s Assets, including attorneys’ fees and disbursements and hedging fees and expenses;

vi. preparing reports as required under the CLO Documents or as requested; vii. reasonable travel expenses (including without limitation airfare, meals, lodging and other transportation) undertaken in connection with the performance of duties pursuant to the CLO Documents;

viii. risk management assessments and analysis of such CLO’s Assets; ix. expenses and costs in connection with any investor conferences; x.

any broker or brokers (including an affiliated broker) in consideration of brokerage services in connection with the sale or purchase of any Assets of the CLO or of any subsidiary thereof or received in connection with any such Assets;

xi. bookkeeping, accounting or recordkeeping and reporting services obtained or maintained with respect to the CLO;

xii. software programs licensed from a third party that are used in connection with servicing the Assets of the CLO; xiii. obtaining the market value of the Assets of the CLO (including without limitation fees payable to any pricing service);

xiv. audit costs incurred in connection with any consolidation review; xv. any costs and expenses in connection with compliance with any applicable risk retention regime; and xvi. maintaining such CLO and any of its subsidiary entities, including fees, costs and expenses incurred in the organization and restructuring of such subsidiary entities;

xvii. insurance allocated to such CLO (including our group insurance policy, general partner's, directors' and officers' liability or other similar insurance policies, errors and omissions insurance, financial institution bond insurance and any other insurance for coverage of liabilities to any person that are incurred in connection with activities of such CLO, litigation expenses, (including expenses incurred in connection with the investigation, prosecution, defense, judgment or settlement of litigation) and other extraordinary expenses (including fees, costs and expenses that are classified as extraordinary expenses under U.S. generally accepted accounting principles);

xviii.such CLO’s indemnification obligations (including any fees, costs and expenses incurred in connection with indemnifying covered persons consistent with the applicable CLO Documents, and advancing fees, costs and expenses incurred by any such covered persons in defense or settlement of any claim subject to a right of indemnification under the applicable CLO Documents);

xix. any amendments, modifications, revisions or restatements to the CLO Documents of such CLO; xx. the dissolution, winding up and termination of such CLO; and xxi. any other fees, costs and expenses as set forth or reflected in the CLO Documents. The foregoing categories of fees, costs, expenses and other liabilities shall be Organizational Expenses and Operating Expenses, respectively, regardless of whether the person or entity providing or performing the service or output giving rise to such fees, costs and expenses is us, any of our affiliates or a third party, and including allocated portions of fees, costs and expenses, including overhead, incurred in connection with services performed by our personnel or employees or by personnel or employees of our affiliates; provided that, if such service or output is provided or performed by us or by one of our affiliates and not a third party, then, unless otherwise approved if and as required by the relevant CLO Documents, the applicable fees, costs and expenses shall reflect those that would be payable pursuant to an arm’slength agreement for the provision or performance of similar services or outputs. Any person or entity associated with the CLO including, without limitation, the CLO’s board of directors (or similar governing body), us, any of our respective affiliates, or any third party, in such person’s or entity’s respective capacities under the CLO Documents, is entitled to reimbursement from such CLO for any Operating Expenses or Organizational Expenses paid and/or incurred by us or by them, as applicable, on behalf of such CLO. We have discretion to seek reimbursement for Organizational Expenses and Operating Expenses but might choose not to seek reimbursement from certain CLOs for certain expenses. In circumstances where we retain, or an affiliate retains, the Equity in a CLO, we or such affiliate, as applicable, could pay for the portion of expenses that would otherwise be allocated to such CLO notwithstanding that other portions of such expense have been allocated to, and will be borne by, one or more other CLOs. All fees, costs and expenses incurred by our personnel for travel, accommodations, meals, events, entertainment and other similar fees, costs and expenses will be subject to our then standard practices with respect to travel and expense reimbursement. We can select or recommend that certain service providers (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants, and investment or commercial banking firms) and/or their affiliates perform services for the CLOs, the cost of which generally will be borne by the CLOs. These service providers, in some cases, also provide goods or services to or have business, personal, political, financial or other relationships with us or our affiliates. Such service providers could be our affiliates, investors in a fund or account advised by one of our affiliates, sources of investment opportunities or co-investors. These other services and relationships have the potential to influence us in deciding whether to select or recommend such a service provider to perform services for clients. In certain circumstances, service providers, or their affiliates charge different rates or have different arrangements for services provided to us or our affiliates as compared to services provided to the CLOs, which could result in more favorable rates or arrangements for us or our affiliates than those payable by the CLOs. Allocation of Expenses. We and our affiliates from time to time incur fees, costs and expenses on behalf of more than one CLO or on behalf of CLOs and other accounts advised by us or our affiliates. To the extent such fees, costs and expenses are incurred for the account or benefit of more than one such account, our relevant CLO(s) will typically bear an allocable portion of any such fees, costs, and expenses in proportion to the participation in the activity, the use of a service or item or the size of its investment in the entity to which the expense relates (subject to the terms of each CLO’s applicable CLO Documents). We endeavor to allocate such fees, costs and expenses in a manner that we consider to be fair and equitable under the circumstances. However, due to differing pecuniary interests in the CLOs or other accounts, Morgan Stanley’s different interests in the Adviser, the Relying Adviser or their respective clients, or

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This Item 8 describes certain material risks that are generally applicable to the CLOs, their investment strategies and the methods of analysis that we use in managing the CLOs. However, investors and prospective investors in a CLO should also consider the disclosures in the relevant CLO Documents for a more complete discussion of the investment strategies of, and the risks and conflicts of interest associated with an investment in, that CLO.

Uncertainty Risks Clients and investors should be aware that our investment strategies, processes and methods of analysis can be affected by general economic, geopolitical, and market conditions, such as inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates (or changes in interest rates), availability of credit, market or financial system instability or uncertainty, embargoes, tariffs, sanctions and other trade barriers, health emergencies (such as epidemics and pandemics), terrorism, global demand for particular products or resources, natural disasters and extreme weather events, supply chain disruptions, cybersecurity events, terrorism, social and political discord, war (including regional armed conflict), debt crises and downgrades, regulatory events, governmental or quasi-governmental actions, changes in laws, and national and international political circumstances. Social, political, economic and other conditions and events will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which CLOs and their investments are exposed. The interconnectivity between global economies and markets increases the likelihood that events or conditions in one region, sector, industry, market or with respect to one company will adversely impact markets or issuers in other countries or regions. However, the interconnectedness of economies and/or markets could be diminishing, which would impact such economies and markets in ways that cannot be foreseen at this time. Some countries, including the United States, have adopted more protectionist trade policies. Slowing global economic growth, the rise in protectionist trade policies, changes to some major international trade agreements, risks associated with the trade agreement between the United Kingdom and the European Union, and the risks associated with trade negotiations between the United States and China, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time. In addition, the current strength of the U.S. dollar could decrease foreign demand for U.S. assets, which could have a negative impact on certain issuers and/or industries. Tensions, war, or open conflict between nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including the United States. Although these types of events have occurred and could also occur in the future, it is difficult to predict when similar events or conditions affecting the U.S. or global financial markets and economies might occur, the effects of such events or conditions, potential retaliations in response to sanctions or similar actions and the duration or ultimate impact of those events. Any such events or conditions can impact the global economy and, therefore, represent a risk for the CLOs, even if the CLOs do not have direct exposure to the specific geographies, markets, countries or persons involved in an armed conflict or subject to sanctions. Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including the Assets in which the CLOs invest); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and

securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments. Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and the Coronavirus, and could experience similar outbreaks in the future. For example, the Coronavirus outbreak resulted in numerous deaths and the imposition of both local and more widespread “work from home” and other quarantine measures, border closures and other travel restrictions, causing social unrest and commercial disruption on a global scale and significant volatility in financial markets. In addition to for the impact on certain companies and other issuers in which an a portfolio invests and the value of a portfolio’s investments therein, the operations of the Adviser (including those relating to a portfolio) could be impacted adversely by another outbreak of an infectious disease, including through quarantine measures and travel restrictions imposed on the Adviser or service providers’ personnel located in affected countries, regions or local areas, or any related health issues of such personnel. Any of the foregoing events could materially and adversely affect the Adviser’s ability to source, manage and divest investments on behalf of a portfolio and pursue a portfolio’s investment objectives and strategies. Although it is impossible to predict the precise nature and consequences of these (or similar) events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our Clients and their investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact Clients and borrowers and in many instances the impact will be adverse and profound. For example, companies in which CLOs invest are being significantly impacted by these emerging events and the uncertainty caused by these events. With respect to loans to such companies, CLOs will be impacted if, among other things, (i) amendments and waivers are granted (or are required to be granted) to borrowers permitting deferral of loan payments; (ii) borrowers default on their loans, are unable to refinance their loans at maturity, or go out of business permanently; and/or (iii) the value of loans held by the CLO decreases as a result of such events and the uncertainty they cause. There can be no assurance that such emerging events will not cause a CLO to suffer a loss of any or all of its investments or interest thereon. A CLO would also be negatively affected if our operations and effectiveness or those of our affiliates or an issuer, obligor, or borrower (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted. As a result, each of the risks discussed in Item 8 of this Brochure (as well as similar discussions in CLO Documents) is subject to, and should be considered in light of, the foregoing risks and uncertainties.

Material Risks Relating to Methods of Investment Analysis The CLOs primarily invest in, and are backed by, broadly syndicated, floating rate, below investment grade leveraged loans made to U.S. domiciled obligors. We aim to construct diversified portfolios that will be actively managed on the basis of a disciplined, bottom-up fundamental credit analysis that is designed to optimize risk and return. We seek to conduct reasonable and appropriate due diligence and credit analysis based on the facts and circumstances applicable to each investment. The objective of the due diligence and credit analysis process is to identify attractive investment opportunities based on the facts and circumstances surrounding an investment and to identify possible risks associated with that investment. When conducting due diligence and credit analysis and making an assessment regarding an investment, we rely primarily on publicly available information and resources. The due diligence and credit analysis process includes subjective elements (such as, for example, with respect to newly organized companies for which only limited information is available). Accordingly, our due diligence investigations and credit analysis with respect to any investment opportunity cannot always reveal or highlight all relevant facts (including evidence of fraud) that are necessary or helpful in evaluating such investment opportunity. Due diligence investigations and credit analysis are no guarantee of the success of an investment or that the actual financial performance of an investment will achieve the results expected used when evaluating that investment. The investment due diligence and credit analysis methods used for the CLOs cannot fully mitigate general economic, financial and obligor-specific conditions.

Sustainable Investing The Adviser, as a part of MSIM, utilizes information provided by, and the expertise of, the research staff of the Adviser and/or certain of its affiliates in making investment decisions. As part of the research process, portfolio management can consider financially material environmental, social and governance (“ESG”) factors. Such factors, alongside other relevant factors, can be taken into account in the Adviser’s investment selection process. While the approach applied with respect to different CLOs can vary, sustainability analysis is a factor the Adviser can consider as part of the credit research and analysis used by the Adviser in making investment decisions. ESG factors related to an obligor as an element of its credit research and analysis can relate to the risk and opportunity of a potential investment. However, the Adviser will not necessarily automatically screen investment opportunities based on ESG considerations or apply values, norms or sector based exclusions. As such, unless provided to the contrary in a CLO’s governing documents, the Adviser does not represent that any CLO or CLO Warehouse is or will comply with any ESG standards or assign any particular ESG scoring or factor(s) that would operate as a restriction on the CLO’s or CLO Warehouse’s ability to make or retain an investment. Rather, it is expected that the investment teams will deploy a variety of analytical and portfolio construction approaches, of which ESG is only a part. The Adviser can obtain ESG-related research and information from a variety of sources including: (i) obligor disclosed information; (ii) information from third parties such as the media, industry data and research or data providers; (iii) engagement with obligor management; (iv) analyses of particular companies or industries and scoring from third-parties; (v) information sourced through bespoke due diligence; and (vi) research conducted by its affiliates. The investment team can rely on such information as it deems appropriate when weighing ESG considerations for a particular investment, but cannot guarantee the accuracy of any data or information received. Additionally, application and analysis of particular ESG factors is often subjective and can be more difficult if data about an obligor or market is limited. ESG considerations are generally intended to help to inform the Adviser’s views about the potential financial performance of obligors – with positive ESG factors potentially increasing the attractiveness of an investment and negative ones potentially being viewed as increasing the risk of an investment. Nonetheless, where consistent with a CLO’s governing documents, there could be circumstances where the Adviser determines to make or increase an investment that it might not otherwise have made based on positive ESG factors or, conversely, divests of an existing investment or declines to make an investment that it otherwise would have made if not for the presence of negative ESG factors and which will not always reflect the overall risk presented by an investment. The particular ESG factors that the Adviser expects to consider when reviewing an investment will vary based on industry and can vary from investment-to-investment even within an industry. Not every investment will have any particular ESG characteristics and a CLO could hold loans to obligors that pose ESG risk or that operate in industries which pose ESG risk.

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Clients will generally be organized as exempted companies incorporated with limited liability under the laws of the Cayman Islands. The CLOs are expected to be excepted from the definition of an “investment company” pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), and the securities issued by Clients are expected to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Regulation D and/or Regulation S thereunder, although other exceptions could be relied on in certain circumstances. It is expected that each Client’s CLO Securities will be offered and sold in private placement transactions only to investors that are either (i) non-U.S. Persons in offshore transactions in reliance on Regulation S or (ii) both “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act), provided that certain CLO Securities are permitted to be issued to persons or entities that are both “accredited investors” as defined in Section 501(a) of Regulation D under the Securities Act and either qualified purchasers or “knowledgeable employees” within the meaning of Rule 3c-5 under the 1940 Act. Additional details concerning applicable investor criteria will be provided in each Client’s CLO Documents. In most cases, CLO Securities issued by Clients are expected to be issued in minimum denominations of $250,000, but these minimums can be waived in certain circumstances.

As discussed above, we generally are eligible to receive performance-based compensation in the form of incentive fees and/or Performance Notes from the CLOs if and as provided in the CLO Documents. Performance-based compensation arrangements create an incentive to recommend or select investments that are riskier or more speculative than those that might be recommended under a different fee arrangement. Our portfolio managers and other investment professionals often manage assets either on behalf of Morgan Stanley affiliates’ proprietary accounts or in their capacity as a portfolio manager or other investment professional with an affiliate on behalf of such affiliate’s clients, pooled investment vehicles and/or other accounts (including, without limitation, accounts of institutional clients and pension plans). Such other accounts will have different fee schedules and can create an incentive for us, our affiliates and our shared personnel to favor higher paying clients or accounts with a performancebased fee (or a comparatively higher performance-based fee) or in which we or they otherwise have a greater pecuniary interest. In addition, our affiliates are expected to, and certain of our personnel could have, personal or proprietary investments in certain accounts, including certain of the CLOs, and our affiliates, portfolio managers or other investment personnel could have investments in certain accounts, and certain accounts could be investment options in relevant employee benefits and/or deferred compensation plans. Finally, the timing for realizing fees can vary; for example, we often do not receive fees from CLO Warehouses or ramping CLOs or such fees might be less than those of other CLOs. Even where these factors do not impact individual compensation, there is an incentive to favor accounts in which we, our affiliates or such personnel have a greater pecuniary interest. For example, the possibility of greater fees from accounts that pay performance-based fees or accounts in which we have greater pecuniary interests or a desire to increase or accelerate realization of fees gives us an incentive to allocate time, resources and investment opportunities to certain accounts over others. To address these types of conflicts, we have adopted various policies and procedures designed to ensure that all client accounts are treated equitably and that no account receives favorable treatment. For example, we have adopted procedures governing the allocation of securities transactions among clients. For additional information on conflicts related to allocations and our practices, please refer to Item 12, Brokerage Practices, below.

As noted in Item 4, Advisory Business, above, we are controlled by Morgan Stanley, a financial holding company under the Bank Holding Company Act of 1956, as amended. As a result, we are part of a large global financial services and banking group, and investors in the CLOs likely will have relationships with our affiliates beyond their relationship with us. Certain affiliates of Morgan Stanley, including MSIM Inc. and its advisory affiliates (which represent the investment management division of Morgan Stanley) provide us with personnel, facilities and resources to perform certain backoffice, credit analysis and reporting functions, among other services, which we require in order to carry out our business and, in such roles, these persons will have potentially conflicting loyalties among various clients. As discussed below, the varied nature of our affiliates’ clients and their respective investments, and the activities of our affiliates and their personnel and clients create a variety of conflicts of interests. For example, subject to restrictions in applicable CLO Documents, we or one of our affiliates could advise or manage other clients or types of clients, including additional public or private funds or investment vehicles in the future and such funds, and existing funds that they advise, could make investments that would be suitable for our existing Clients. In addition, other clients of our affiliates invest in equity of public companies whose loans could be suitable for investment by our Clients. We maintain written policies and procedures with respect to allocations and other conflicts of interest associated with different clients maintaining simultaneous investments in different securities of the same issuer, each as described below, that are reasonably designed to mitigate associated conflicts. The business activities of Morgan Stanley can give rise to occasions when we will have the opportunity to pursue or participate in a legal action against Morgan Stanley or its clients; in that event, we could decide in our discretion to pursue or forgo participation in such legal action in whole or in part due to the other activities of Morgan Stanley.

Material Arrangements or Relationships with Morgan Stanley Affiliates Broker-Dealer Affiliates. We are affiliated with Morgan Stanley Distribution, Inc. (“MSDI”) and Eaton Vance Distributors, Inc. (“EVD”), each a broker-dealer registered under the Securities Exchange Act of 1934 (the “34 Act”) and a member firm of the Financial Industry Regulatory Authority (“FINRA”). MSDI is the principal underwriter and distributor of certain Morgan Stanley Funds. EVD is the principal underwriter and distributor of certain Eaton Vance Funds. Certain of our management persons are registered representatives of MSDI and/or EVD. We are also affiliated with Morgan Stanley & Co. LLC (“MS&Co.”) and Morgan Stanley Smith Barney LLC (“MSSB”), each a broker-dealer registered under the 34 Act and a FINRA member firm. We are also affiliated with other intermediaries, foreign broker-dealers and financial services companies, including, among others, Morgan Stanley Bank National Association, Morgan Stanley & Co. International PLC, Morgan Stanley Capital Group Inc., Morgan Stanley Senior Funding Inc., Morgan Stanley Capital Services LLC, and Morgan Stanley Saudi Arabia (hereinafter, together with affiliated broker-dealers registered with the SEC, collectively referred to as “Affiliated Broker-Dealers”). When permitted by applicable law and subject to the considerations set forth in Item 12 “Brokerage Practices”, below, we can utilize Affiliated Broker-Dealers to effect purchases or sales of Assets and other transactions for the CLOs. The “Participation or Interest in Client Transactions” subsection of Item 11, Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, below, describes in greater detail the manner in which we utilize Affiliated BrokerDealers to effect Client transactions and the conflicts of interest that can arise. We also will pay placement fees to Affiliated Broker-Dealers that provide placement services for the CLOs we manage. Commodity Trading Advisor/Commodity Pool Operator Registration. MSIM Inc. and EVM are registered with the CFTC as commodity trading advisors and commodity pool operators and are also a member of the National Futures Association (“NFA”). As a result, certain personnel we share with MSIM, Inc. are registered with the NFA as associated persons of MSIM Inc., in connection with activities performed on behalf of MSIM Inc. clients.

Investment Adviser Affiliates. We are part of a group of investment advisers within the Morgan Stanley Investment Management business (“MSIM”), including: (1) MSIM Inc.; (2) Mesa West Capital, LLC.; (3) Morgan Stanley Investment Management Company; (4) Morgan Stanley Investment Management Limited; (5) Morgan Stanley AIP GP LP; (6) Morgan Stanley Infrastructure, Inc.; (7) Morgan Stanley Private Equity Asia, Inc.; (8) MS Capital Partners Adviser, Inc.; (9) Morgan Stanley Real Estate Advisor, Inc.; (10) MSREF Real Estate Advisor, Inc.; (11) MSRESS III Manager, LLC;(12) Eaton Vance Management; (13) Calvert Research and Management; (14) Parametric Portfolio Associates LLC; (15) Atlanta Capital Management Company LLC; (16) Boston Management and Research; and (17) Eaton Vance Advisers International Ltd (the “Affiliated Advisers”). From time to time and with prior client consent, we can delegate some or all of our responsibilities, duties and authorities under an investment management agreement to one or more of the Affiliated Advisers to the extent permitted by applicable law. The Affiliated Advisers, in certain instances, likewise can delegate some or all of their responsibilities, duties and authority to us. Investment Companies and Other Pooled Investment Vehicles. Our affiliates serve as investment advisers, subadvisers and/or administrators to U.S. registered funds and other pooled investment vehicles. In certain instances, we or our related persons act as general partner or special limited partner of a limited partnership or managing member or special member of a limited liability company to which we serve as adviser or sub-adviser. In some cases, the general partner or special limited partner of a limited partnership or managing member or special member of a limited liability company is entitled to receive an incentive allocation from a partnership. As discussed in Conflicts of Interest Associated with Overlapping, Competing or Conflicting Investments, below, some of these funds invest in the same assets or types of assets as our Clients or otherwise create conflicts of interest. Along with Morgan Stanley, MSIM Inc. has established procedures, to which we are also subject, that are intended to identify and mitigate conflicts of interest related to our and our affiliates’ business activities on a worldwide basis, including conflicts related to our business of managing CLOs. A conflict management officer for each business unit and/or region acts as a focal point to identify and address conflicts of interest that can arise in their business area. When appropriate, there is an escalation process to senior management within the business unit, and ultimately if necessary to firm management or the firm’s franchise committees, for potentially significant conflicts that cannot be resolved by the conflict management officers or that otherwise require senior management review. Banking Affiliates. As mentioned above, we are a wholly owned subsidiary of Morgan Stanley. We are also affiliated with Morgan Stanley Bank, N.A., an insured depository institution headquartered in Salt Lake City, Utah, which has businesses concentrated in institutional lending and securities-based lending for clients of its affiliated broker-dealers. In addition, we are affiliated with Morgan Stanley Private Bank, N.A., a U.S. insured depository institution and a federally chartered national association whose activities are subject to regulation and examination by the Office of the Comptroller of the Currency. We are also affiliated with Eaton Vance Trust Company, a limited purpose non-depository trust company, organized and operating under the laws of Maine, which serves as trustee to common trust funds and collective investment trusts. Electronic Communication Networks and Alternative Trading Systems Our affiliates have ownership interests in and/or Board seats on electronic communication networks (“ECNs”) or other alternative trading systems (“ATSs”). In certain instances our affiliates could be deemed to control one or more of such ECNs or ATSs based on the level of such ownership interests and whether such affiliates are represented on the Board of such ECNs or ATSs. Consistent with our fiduciary obligation to seek best execution, we, from time to time, directly or indirectly, effect client trades through ECNs or other ATSs in which our affiliates have or could acquire an interest or Board seat. These affiliates might receive an indirect economic benefit based upon their ownership in the ECNs or other ATSs. We will, directly or indirectly, execute through an ECN or other ATS in which an affiliate has an interest only in situations where we or the broker dealer through whom we are accessing the ECN or ATS reasonably believes such transaction will be in the best interest of our clients and the requirements of applicable law have been satisfied. Our affiliates own over 5% of the outstanding voting securities and/or have a member on the Board of certain trading systems (or their

parent companies), including (i) Copeland Markets LLC, (ii) MEMX Holdings LLC, (iii) OTCderiv Limited, (iv) Creditderiv Limited, (v) ICE Clear Credit LLC, (vi) FXglobalclear, (vii) EOS Precious Metals Limited, (viii) Yensai.com Co., Ltd, and (ix) Octaura Holdings LLC. Our affiliates could acquire interests in and/or take Board seats on other ECNs or other ATSs (or increase ownership in the ATSs listed above) in the future. Our affiliates receive cash credits from certain ECNs and ATSs for certain orders that provide liquidity to their books. In certain circumstances, such ECNs and ATSs also charge explicit fees for orders that extract liquidity from their books. From time to time, the amount of credits that our affiliates receive from one or more ECN or ATS exceed the amount that is charged. Under these limited circumstances, such payments would constitute payment for order flow.

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

Client Cross-Transactions, Intermediated Transactions and Principal Transactions Although we do not expect in the ordinary course to enter into cross-transactions, there could be circumstances where a transaction is effected between Clients or between a Client and an Other Account. Additionally, we can cause a Client to effect transactions in which an affiliate acts as an intermediary in connection with a CLO’s purchases or sales of Assets. In effecting these transactions, we have potentially conflicting divisions of loyalties and responsibilities regarding the parties to the transaction. Intermediated transactions are subject to compliance with applicable law, as well as policies and procedures we have designed to mitigate and disclose conflicts of interest. In an intermediated transaction, our affiliate will in most cases be acting as a “riskless principal” and can receive fees or other compensation (including a spread) from the seller and the buyer under certain conditions, which is in addition to (and does not offset) any Collateral Management Fees we receive from the CLO. We or our affiliates, in certain circumstances, and where permitted by applicable law and the relevant CLO Documents, will engage in principal transactions (including on a “riskless principal” basis, as described above) with a CLO, including reallocations from one CLO to another through an affiliate. Although principal transactions can have certain advantages for a CLO, they also present significant conflicts of interest. We or our affiliate will comply with any disclosure and consent requirements applicable under the Advisers Act to principal transactions. Moreover, a Client’s CLO Documents can include additional requirements related to principal transactions and will generally provide that disclosure with respect to a principal transaction will be provided to the CLO’s board or a designated party and their approval granted prior to

settlement of the principal transaction. Principal transactions are conducted in accordance with our relevant policies and procedures on terms expected to be consistent with an arm’s length transaction on terms no less favorable than those that could reasonably be obtained with an unaffiliated third party.

Ongoing Relationships with Obligors We will have ongoing relationships with the obligors of loans acquired by Clients. Our affiliates and/or their Other Accounts could own equity or other securities and/or loans or other obligations issued by certain of the obligors of investments acquired by Clients. In some cases, an affiliate will own as principal and/or have structured and originated certain of the loans acquired by Clients and/or have other investments (including equity investments) in the obligors thereof. Morgan Stanley is an active participant in the loan market for arranging, underwriting, placement, structuring, originating, market making in and trading of loans and it or an affiliate could, for a negotiated fee, perform advisory or other services or engage in a variety of other transactions with companies that are current or prospective obligors or issuers of loans or other investments of acquired by Clients. There could be circumstances when a Client is prevented from purchasing loans because our affiliate has been involved in the arranging, underwriting or placement of, or has provided advisory services in connection with, the related transaction. To the extent Morgan Stanley or an affiliate acts as the underlying administrative agent or agent bank pursuant to any loan held by a Client, such role could create conflicting interests between the Client (as a lender under the loan) and Morgan Stanley or the affiliate, as applicable. For instance, the administrative agent under a loan could wish or be required to declare a default or pursue remedies against an obligor even if doing so would not be in the best interests of a Client, and vice versa. Furthermore, the administrative agent is likely to receive information related to an obligor that other lenders do not receive, and the administrative agent could have no obligation to share such information with other lenders. Although Morgan Stanley has established information barriers between personnel and affiliates who serve in such an administrative agent role and those who are involved in advising Clients, there can be no assurance that such information barriers will always be enforced or that they will be effective, and such information barriers would not prevent Morgan Stanley (or an affiliate), in its capacity as administrative agent, from communicating with us with, or on behalf of, a Client in the ordinary course of dealings between the administrative agent, on one hand, and the lenders on the underlying loans, on the other hand. Furthermore, there can be no guarantee that the role of Morgan Stanley or an affiliate as administrative agent under a loan held by a Client will not influence or create an incentive for us to take any action with respect to such loan that we otherwise would not take.

Aggregation of Orders We have the discretion to aggregate orders among Clients and with certain Other Accounts, but currently do not aggregate orders with Other Accounts advised by the MS Investment Department (except as it relates to multi-asset portfolios where persons from different Investment Departments can be responsible for portions of a single portfolio), as discussed above. Depending upon market conditions, the aggregation of orders could result in a higher or lower average price paid or received by a Client. See also Item 12, Brokerage Practices, below, for more information as to aggregation of orders.

Allocation of Investment Opportunities among CLOs When we manage multiple CLOs that are eligible to invest in the same loans at the same time, we will be presented with conflicts of interest related to allocating investment opportunities among those CLOs. In particular, due to the life cycles and fee structures common in CLOs, we could have an incentive to favor CLOs that, for example, are less than fully invested or which we believe are performing sufficiently to pay relatively larger incentive fees over a CLO that is established but whose performance is such that we believe it to be relatively less likely that incentive fees will be as lucrative in order to accelerate or increase fees. To mitigate these conflicts, allocations among CLOs are subject to the policies and procedures with respect to allocation, as decribed in Item 10, Other Financial Industry Activities and Affiliations, above, which also permit the EVM Fixed Income Investment Department, of which we are part, to use certain pre-approved, alternative allocation methods for allocating trades for CLO clients that are different from the methods in

place for other fixed income clients of the EVM Fixed Income Investment Department or other relevant Investment Departments. These alternative allocation methods are documented within the investment team’s desktop procedures and have been approved by Compliance and the EVM Fixed Income Investment Department’s senior management.

An Incentive Collateral Management Fee and Ownership of Subordinated Notes or Performance Notes Creates an Incentive for Us to Seek to Maximize the Yield on Client Investments Our interests in fees paid by the CLOs create conflicts of interest. Payment of an incentive collateral management fee and payments on subordinated and other notes issued by a CLO will be dependent to a large extent on the yield earned on the investments held by that CLO. As a recipient of incentive fees and holder of these notes, we have an incentive to seek relatively higher yield over higher creditworthiness in selecting collateral obligations. Those more speculative investments could increase the incentive collateral management fee and payments on subordinated or other notes. Efforts to increase yield could result in an increase in defaults or volatility and could contribute to a decline in the aggregate market value of a Client’s investments. However, we are subject to investment restrictions set forth in each Client’s CLO Documents, including requirements as to portfolio composition that partially mitigate this conflict.

The Assets bought and sold on behalf of the CLOs typically trade at a bid/ask spread and without an explicit brokerage charge. While the CLOs do not pay commissions or other formal trading expenses of the sort associated with more traditional equity market transactions, the CLOs bear the implicit trading costs reflected in these spreads. We seek “best execution” for client transactions. Best execution generally refers to the execution of portfolio transactions in such a manner that total cost or proceeds in each transaction is the most favorable under the circumstances. The SEC defines best execution to include “qualitative considerations,” not merely the lowest possible execution cost. When we engage a broker, dealer or other intermediary (including an affiliate) (each an “intermediary”) to execute client transactions, we consider various factors, including, but not limited to:

Execution capability;

Transaction charges such as spreads;

Financial responsibility and responsiveness;

Access to particular markets or instruments;

Overall costs of a transaction (i.e., net price paid or received) including mark-ups, mark-downs, spreads commissions or other current transaction costs;

Reputation, financial strength and stability;

Quality of execution (including accurate and timely execution, settlement, clearance and dispute resolution);

Willingness to execute difficult transactions; and

Market intelligence regarding trading activity.

In addition to the general factors considered, as listed above, there are several additional factors and circumstances that we consider when selecting intermediaries for a CLO’s purchase or sale of Assets in the leveraged loan market, including:

Relevant Market Place. The senior secured loan market, and to a lesser extent the high-yield bond market, is not traded on an exchange where current asset prices are readily available. Further, the senior secured loan market is a private market in which the level of information known by intermediaries and various investors ranges significantly. We strive to maintain solid relationships and information flow with not just the “top-tier” intermediaries, but substantially all of the active intermediaries in the market.

Liquidity. Certain investments are highly illiquid, whereby very few intermediaries are able to make a market in the security or instrument. Further, an intermediary might be one-sided (only has an offer or a bid) for a particular position.

Assignment Fees. In some cases, the transfer of a senior secured loan could entail the payment of an assignment fee to the administrative agent. Depending on the size of the trade and the number of funds the asset will be allocated to/from, these fees can be significant. Trading with the administrative agent with respect to a particular transaction could eliminate these fees.

Trade Limitations. Several factors could preclude the ratable allocation of a trade of a senior secured bank loan among multiple accounts, including minimum hold levels.

Agent Bank Considerations. In addition to the possibility of eliminating assignment fees, there are other potential benefits (or disadvantages) to trading with (or away from) the administrative agent. All trades are disclosed to the trading desk of the administrative agent and allocations of primary transactions are generally favored to those accounts which provide high and consistent trading volume with the administrative agent. Further, the administrative agent typically is the most knowledgeable intermediary regarding the trading of an asset, understands who the buyers and sellers are and can provide the “early look” when a certain asset is trading; and

Complexity of the Asset or Transaction. Transactions in senior secured bank loan assets, in particular, can be very complex, requiring an understanding of trading levels and features of numerous tranches and structural differences among the financial instruments of a particular issuer. It is important to transact with intermediaries that understand these factors.

We do not expect that our Clients will invest in securities that trade on an agency basis through broker-dealers to which Clients pay commissions as is the case in more traditional equity markets. As a result, we do not currently use commission sharing arrangements or otherwise have arrangements to pay for brokerage and research services with client commissions. However, consistent with long-standing industry practice in the fixed income and loan markets and subject to applicable law, we can receive brokerage and research services and other information, including access to fixed income and loan trading platforms, that intermediaries provide for no charge to their customers in the ordinary course of business. Therefore, we have an incentive to select or recommend intermediaries based on our interest in receiving products and services rather than solely on our Clients’ interest in obtaining the best price. Fixed income and loan instruments typically trade at a bid/ask spread and without an explicit brokerage charge. While there is not a formal trading expense or commission, Clients will bear the implicit trading costs reflected in these spreads.

Order Aggregation If we determine that the purchase or sale of the same Asset is in the best interest of more than one Client, we can, but are not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. Aggregated transactions will be allocated among participating Clients and certain Other Accounts, where permitted and as described above in Item 10, Other Financial Activities and Affiliations, above, under the heading “Conflicts of Interest Associated with Overlapping, Competing or Conflicting Investments.” Under certain circumstances, we believe that aggregation of orders for multiple clients (including aggregated trades where Other Accounts are also participants) can be consistent with our duty to seek best execution. For example, aggregation of orders can facilitate more efficient and less costly execution by enabling an intermediary to “work” a large order throughout the day, rather than dealing with multiple small orders, and avoids competition in the marketplace among what otherwise would be smaller, separate orders. In any case in which we believe that aggregation would lead to results not in the best interest of Clients (e.g., higher transaction costs taking into account all appropriate factors), we will not effect the transaction on an aggregated basis. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating account will receive the average price with transaction costs allocated pro rata based on the size of that account’s participation in the order (or allocation in the event of a partial fill) as determined by us, relative to that of other participating accounts. In the event of a partial fill, allocations generally will be made pro rata based on the initial order but could be modified on a basis that we deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This could result in allocations of certain investments on other than a pro rata basis. See Item 10, Other Financial Industry Activities and Affiliations, above, for additional information on investment allocations.

Not Applicable.

Not applicable.

The accounts of each CLO are reviewed on an ongoing basis by our portfolio management team. Reviews assess overall portfolio strategies, performance and compliance with investment guidelines in the relevant Client’s CLO Documents, including any investment restrictions and other tests, such as detailed coverage tests, portfolio profile tests, and/or collateral quality tests. Primary responsibility for the execution of these reviews resides with the CLO’s portfolio management team. In addition, for each CLO, the CLO’s trustee prepares schedules of fees and expenses, distributions and dividends (the “priority of payment waterfalls”), which are reviewed and agreed to by our CLO operations group. The trustee of each CLO provides investors with monthly and quarterly written reports as described in the CLO Documents for each Client. We could also furnish reports to the trustees of the CLOs. In certain cases we could provide additional or different information to different CLOs or to different investors in the same CLO. Other than as required by agreement with an investor or by applicable law, we are not obligated to offer similar information to any investor by virtue of providing that information to other investors.

It is not expected that we will be deemed to have custody of a CLO’s funds or securities.

Each Client’s CLO Documents grant us discretion to manage the CLO’s Assets, subject to the investment objectives, eligibility criteria and investment guidelines, policies, and restrictions set forth in such CLO Documents. While we have sole discretion to pursue any investments and strategies on behalf of a Client that are not prohibited by the applicable CLO Documents, and to modify the strategy from time to time in the future without the approval of or prior consultation with any other person, the CLO Documents typically place restrictions on our ability to buy and sell collateral obligations on behalf of the Client. As a result of such restrictions, we could be unable to buy or sell Assets on behalf of a Client or to take other actions which we might otherwise consider in the best interests of such Client and the holders of the Client’s CLO Securities.

While the Assets held by Clients are not expected to solicit proxies, these Assets grant other decision rights and, from time to time, will solicit consents related thereto. In most cases where consents are solicited, holders are being asked to provide (or withhold) consent to proposed modifications to a loan’s terms and covenants. We make such consent decisions as described below. In the unlikely event that a CLO held an equity security that solicited a proxy, we would make voting determinations in the best interests of the CLO and consistent with applicable proxy voting policies and procedures. We will only exercise authority on behalf of a Client when and as is consistent with the Client’s CLO Documents. We seek to make decisions related to any consents solicited from each relevant CLO in a manner that is consistent with the best interest of that CLO, with the general objective of promoting its investment objectives, subject at all times to such Client’s CLO Documents. In some cases, we could determine that refraining from exercising a consent is appropriate. Although we aim to exercise consents in a manner that promotes each CLO’s investment objectives, the existence of certain conflicts of interest or other circumstances, such as those described below, could create an incentive for us to exercise consents in a manner that does not promote a CLO’s investment objectives. Conflicts of interest with regard to our decision to exercise or withhold consents currently exist and can arise under a wide range of scenarios. For example, we face conflicts of interest in making a consent decision as to a loan where Morgan Stanley has a business relationship with or interests in the obligor, a related sponsor or another party with an interest in the outcome of a consent request. In addition, conflicts exist where one or more Clients hold or acquire interests in an obligor that are of a different class than, are junior or senior to or otherwise have different rights than interests in the same obligor that are held by one or more other Clients or Other Accounts. In these situations, the interests of one or more Clients could diverge from those of other Clients or Other Accounts with respect to the voting of proxies or exercise of consent rights to the extent the different rights and features of the interests held by one or more Clients or Other Accounts create an interest in obtaining an outcome that is contrary to the interests of others. Conflicts also can arise if a senior executive of, or other person connected with, the obligor or another party with an interest in the outcome of a consent request has a significant relationship with our personnel or those of Morgan Stanley. We also face conflicts of interest to the extent that we hold CLO Securities and are called upon to exercise rights under those CLO Securities where the outcome of the exercise of such rights could benefit us or an affiliate or operate to the detriment of other holders of the CLO Securities. Investors should understand that we can exercise our rights under any CLO Securities in which we hold an interest in such a manner as we determine to be in our best interest (which could be contrary to the interests of other investors in the CLO), except to the extent limited by the CLO Documents. In some cases, we might determine to exercise (or withhold) a consent on our behalf or on behalf of one or more CLOs while taking the opposite action (or no action) on behalf of one or more other CLOs, when we believe that doing so reflects the particular best interest of each party holding such right. Our portfolio managers are generally responsible for identifying consent solicitations and for making decisions as to the exercise of consents. Morgan Stanley has, and we follow, a variety of policies and procedures intended to assist in identifying and addressing conflicts (including those described above). Prior to exercising a consent, a determination is made as to whether there is a material conflict of interest. Where a conflict of interest is identified that implicates Morgan Stanley generally, we will generally discuss the potential conflict with Morgan Stanley’s Global Conflicts Office and seek their assistance in addressing the conflict. Once a material conflict of interest is identified, we will next determine what steps we believe to be necessary in order to exercise the related consent right in good faith and in accordance with our fiduciary duties. These can include, but are not limited to, consulting internally with investment professionals, risk management professionals, business unit heads, our compliance and/or legal department, as appropriate under the particular circumstances, exercising the consent in accordance with instructions from, or following consent of, the Client after providing disclosure regarding the conflict or taking other actions that we believe appropriate under the circumstance in furtherance of promoting the CLO’s investment objective. Upon written request, Clients can obtain, without charge, a copy of relevant procedures or information regarding how we exercised consent rights on their behalf.

Not applicable.