MORGAN STANLEY INVESTMENT MANAGEMENT INC.

Morgan Stanley Investment Management (MSIM) and its advisory affiliates represent the investment management division of Morgan Stanley, a publicly held company (“Morgan Stanley”). We are a wholly owned subsidiary of Morgan Stanley, a corporation whose shares are publicly held and traded on the New York Stock Exchange under the symbol “MS”. Morgan Stanley is a leading global financial services firm providing investment banking, securities, wealth management and investment management services. With offices in more than 41 countries, the Firm’s employees serve clients worldwide including corporations, governments, institutions, and individuals. MSIM is organized as a Delaware corporation and has been registered with the SEC since 1981.

Overview For more than 40 years MSIM has provided client-centric investment and risk-management solutions to a wide range of investors and institutions. Our clients include corporations, pension plans, intermediaries, sovereign wealth funds, central banks, endowments and foundations, governments, consultant partners, and retail investors worldwide. Investment strategies span the risk/return spectrum across geographies, investment styles and asset classes, including equity, fixed income, alternatives and private markets. More than 20 investment teams are organized under six capabilities: Solutions & Multi-Asset, Real Assets, Active Fundamental Equity, Private Credit & Equity, Fixed Income and Global Liquidity. MSIM offers its clients the intelligence and creativity of some of the brightest professionals in the industry, and access to the global resources of Morgan Stanley. The extensive range of MSIM’s services and products reflects our continuous effort to provide products and services that help meet the needs of investors worldwide. Depending on the selected product or offering, our investment teams have the ability to customize solutions for clients, creating tailored approaches in the context of a full-service platform. MSIM is dedicated to providing superior client service to investors worldwide. In addition to responding to client inquiries and providing timely portfolio analytics and commentary, we share knowledge with clients by organizing proprietary conferences and webcasts, and distributing a wide array of publications and thought leadership papers that highlight our firm’s intellectual capital. We aim to empower our clients to make more informed investment decisions. The longevity of many of our client relationships testifies to our commitment to superior investment service and the productive partnerships we have cultivated throughout our history. MSIM provides investment advisory services to investment companies registered pursuant to the Investment Company Act of 1940, as amended (“Investment Company Act”), private investment vehicles and offshore pooled vehicles sponsored by MSIM and its affiliates and provides sub-advisory services to registered investment companies and other pooled investment vehicles sponsored by unaffiliated parties who serve as the primary investment adviser (collectively, “Funds”). MSIM advises separately managed accounts for a wide range of institutional clients. In addition, MSIM provides investment advice to individual retail investors through various bundled “wrap fee” programs (“Wrap Fee Programs”) and other platforms sponsored by certain broker-dealers and/or investment advisers, including an affiliate of MSIM. We also advise clients on a discretionary and non-discretionary basis as to the appropriate allocation of assets among multiple separate accounts and/or investment companies or other pooled vehicles that we advise (“asset allocation advice”). As a diversified global financial services firm that engages in a broad spectrum of activities including financial advisory services, investment management activities, sponsoring and managing private investment funds, and other activities, you should be aware that there will be occasions when Morgan Stanley encounters potential and actual conflicts of interest in connection with its investment management services.

Separate Accounts MSIM provides investment advisory services through separately managed accounts to a variety of institutional clients, including business organizations, public and private pensions, trusts, foundations, charitable organizations, hospitals, labor unions, religious organizations, endowment funds, insurance companies, educational institutions, sovereign wealth funds and other entities (“Institutional Accounts”). The advisory services for these accounts are tailored to each client

based on its individual investment objectives. Before establishing an Institutional Account, MSIM and the client discuss the available investment strategies and the client’s investment objectives. Investment in certain securities or types of securities can be restricted at the request of the client. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss” for descriptions of the strategies offered for Institutional Accounts.

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

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

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

For further discussion on the impacts of restrictions on trading, please refer to “Directed, Restricted or Constrained Brokerage Arrangements; Wrap Fee Programs” in Item 12 “Brokerage Practices.”

Fund of Funds and Portfolio Solutions Our fund of funds advisory and portfolio solutions business focuses on the discretionary and, in certain instances, nondiscretionary investment management of accounts across three strategies: (1) hedge funds; (2) private markets (“Private Markets”); and (3) portfolio solutions (“Portfolio Solutions”). Our fund of funds advisory business consists primarily of identifying investment opportunities and making investments in diversified portfolios of traditional and non-traditional investment funds. Advisory services of this nature are provided to funds and separate accounts on a discretionary and non-discretionary basis. The underlying funds or accounts in which we invest are referred to throughout as the “Underlying Investment Funds” and the third-party investment managers who manage the Underlying Investment Funds are referred to as the “Underlying Investment Managers”. The Portfolio Solutions business implements discretionary investment advice by integrating traditional and non-traditional investments through a single portfolio construction, philosophy and approach.

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

Assets Under Management As of December 31, 2025, we managed approximately $698,495,678,168 on a discretionary basis and $3,753,003,427 on a non-discretionary basis, totaling $702,248,681,596 of assets under management.

Management Fees Our fees and minimum initial investments for a client could vary from the applicable schedules, attached as Appendix A, due to the particular circumstances of the client or as otherwise negotiated with particular clients, including clients in certain funds and pooled investment vehicles. In certain instances, we provide investment advisory or research services to clients for negotiated fixed fees based on the value of the services rendered and, from time to time, receive performance-based fees from clients in accordance with the particular client’s agreement, except in those jurisdictions that do not allow fees based on performance. Depending upon the account’s investment objectives, strategies and restrictions, holdings in a client’s account could include real estate investment trusts (“REITS”), investment companies (including exchange traded funds or “ETFs”), collateralized loan obligations (“CLOs”) and other pooled vehicles for which a separate management fee is charged, including investment companies and other pooled vehicles advised by us or a related person. Fees are generally billed quarterly in arrears based on current or quarter-average market values. Certain accounts, however, are billed quarterly in advance. The timing of fee payments and method of calculation for particular clients can vary in accordance with client preferences. Typically, our services are terminable by either party upon written notification in accordance with the applicable contractual notice provision. Upon termination the fees described above (including performance fees, if any) generally will be prorated to take account of contributions and withdrawals during a quarter and where MSIM does not manage the account for the entire calendar quarter. The fees described herein are only the advisory fees charged by us and do not reflect custodial or other fees that could be applicable to your account. Further discussion of such expenses appears below under “Other Expenses Charged to Clients/Fee Discounts”.

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

Wrap Fee Programs The fees described herein do not include information about fees for advisory services we provide through Wrap Fee Programs, and we would direct the client to the documents specific to their Wrap Fee Program. The terms of each client’s separately managed account in a Wrap Fee Program are governed by the client’s agreement with the Sponsor and disclosure document for each Wrap Fee Program. Wrap Fee Program clients are urged to refer to the appropriate disclosure document and client agreement for more information about the Wrap Fee Program and advisory services. Similarly, dual-contract clients should refer to their agreement with their program Sponsor, as applicable, the disclosure document for the applicable program, and the client's agreement with us, which will vary depending on the strategy selected. The fees for a Wrap Fee Program can result in higher costs than a client would otherwise realize by paying standard fees and negotiating separate arrangements for trade execution, custodial and consulting services. Our advisory services are offered through Wrap Fee Programs that are sponsored by an MSIM affiliate, as well as through unaffiliated Wrap Fee Programs. MSIM and its affiliates will generally earn more compensation for advisory services

offered through an affiliated Wrap Fee Program than offering the same services through a Wrap Fee Program with an unaffiliated Sponsor. Item 12, “Brokerage Practices”, further describes the factors that we consider in selecting or recommending brokerdealers for client transactions and determining the reasonableness of their compensation.

Multi-Asset Investment Program MSIM offers a multi-asset investment program that includes asset allocation advice, investment selection, and manager due diligence and oversight across various asset classes for fees that are negotiated and vary depending on your particular circumstances. The fee we charge for asset allocation advice is in addition to the fees we and our affiliates receive as adviser and/or administrator to certain open and closed end registered funds (the “Morgan Stanley Funds”) and other pooled vehicles in which we could invest your portfolio’s assets. Clients receiving asset allocation services should refer to their advisory agreement for more information regarding their specific arrangement. Except as agreed, we generally do not charge advisory fees on separately managed client assets that are invested in the Morgan Stanley Funds in addition to the advisory fees that we charge to such Morgan Stanley Funds. Generally, fees billed to a separately managed account client under the client’s investment management contract will be reduced by the amount of any investment advisory fees (but not other fund level fees) that we receive from the Morgan Stanley Funds as a result of the client’s investment in the Morgan Stanley Funds. However, in certain instances and/or in connection with investments by you in certain portfolios, assets invested in such portfolios will be excluded from your total assets for purposes of calculating your separate account fee. In those instances, you will pay the advisory fee payable by the applicable Morgan Stanley Fund portfolio, which could be higher than the fee generally payable under your investment management contract. In certain instances, we include the value of closed-end funds we manage, for purposes of determining the investment management fee payable to us. In certain instances, we can choose to waive, reimburse or rebate all or a portion of certain fund level fees or expenses, including advisory fees or operating expenses, to eligible separately managed account clients or Wrap Fee Program clients, that have invested in a Morgan Stanley Fund as part of a contractual arrangement with us or our affiliates, such as an investment management agreement or a Wrap Fee Program arrangement, to the extent that we or the Sponsor determines, in its discretion, that it is appropriate to allocate separately managed client assets or Wrap Fee Program’s client’s assets to a designated share class of a Morgan Stanley Fund and waiver, reimbursement or rebate of such fundlevel fees is permissible with respect to investment in such Morgan Stanley Fund. In such instances, fees and expenses attributable to a client’s separately managed account assets or Wrap Fee Program account assets would still be assessed.

Hedge Funds and Opportunistic Investments For advisory services rendered to the funds pursuing a hedge fund or opportunistic investment strategy, we generally are entitled to a management fee in an amount (on an annualized basis) of up to (i) 1.50% of the net asset value of the applicable fund or SMA, or (ii) 1.25% of the aggregate capital commitment to the applicable fund or SMA. In the case of certain funds, the fees we charge could decrease over time upon the occurrence of certain events, as described in the governing documents of such funds or SMAs. In some cases, we or our affiliates are also entitled to and receive performance-based fees or allocations which, depending on the particular arrangement, can be up to 10% of the investor’s net profits, and might be subject to a minimum hurdle rate and/or high water mark. In addition, for certain funds managed by us or an affiliate, we are generally entitled to carried interest with respect to each investor equal to 10% of such investor’s profits, subject to satisfaction of an 8% internal rate of return, compounded annually. Funds pursuing a hedge fund or opportunistic investment strategy generally book fees (and as applicable, incentive allocation estimates) on a monthly basis or quarterly basis. Clients or investors should refer to the governing documents for the applicable fund or the investment advisory agreement governing their SMA relationship, for additional information regarding services and fees associated with the fund or SMA.

Private Markets For investment advisory services rendered to the funds pursuing a Private Markets investment strategy, we are generally entitled to a management fee in an amount (on an annualized basis) of up to 1.75% of either (i) the investor’s aggregate capital commitments to a fund, (ii) the investor’s attributable share of the aggregate capital commitments made by the fund to its Underlying Investment Funds (based on the acquisition costs of such investments), (iii) the investor’s attributable share of the aggregate capital contributions made by the fund to its Underlying Investment Funds (excluding amounts constituting a return of a capital contribution by such underlying investments) or (iv) on the investor’s aggregate contributions with respect to Underlying Investment Funds plus the investor’s attributable share of the aggregate unfunded capital commitments made by the applicable fund to its Underlying Investment Funds. In the case of certain funds, the fees charged by us could decrease over time upon the occurrence of certain events, as described in the governing documents of such funds. For funds that pursue a Private Markets strategy, the management fee will be charged in addition to an investor’s capital commitment. In most cases, an Affiliated Adviser is also entitled to receive performance-based fees, which vary. MSIM or its affiliates are generally entitled to carried interest with respect to each investor generally ranging from 5% 20% of such investor’s profits, subject to satisfaction of an internal rate of return ranging from 6% - 10%, compounded annually. Funds pursuing a Private Markets investment strategy generally book fees on a quarterly basis and some of the funds are required to pay the management fee quarterly in advance. We do not provide refunds for such fees paid in advance. Clients or investors should refer to the governing documents for the applicable fund for additional information regarding services and fees associated with the fund.

Other Expenses Charged to Clients/Fee Discounts MSIM’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses. Such expenses will be assessed to the client. Clients are responsible for certain charges imposed by custodians, brokerdealers and other third parties, including but not limited to: fees charged by third-party managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, withholding fees, country tax or delivery fees, wire transfer and electronic funds fees, and other fees and taxes on brokerage accounts and securities transactions. Certain MSIM investment strategies invest in mutual funds, closed-end funds, exchange-traded notes and ETFs which charge shareholders with management fees. These fees are disclosed in the fund’s or ETF’s prospectus or offering memorandum. For more information about MSIM’s brokerage practices, please refer to Item 12 Brokerage Practices. Fees and expenses investors in Funds should expect to incur include, but are not limited to, management fees, operating expenses and performance-based incentive fees or allocation of expenses of Underlying Investment Funds. Operating expenses typically consist of administration fees, professional fees (i.e., audit and legal fees), and other operating expenses. With respect to Funds that pursue a private markets fund of funds strategy, the management fee will be in addition to an investor’s capital commitment. Expenses vary depending on the particular Fund. Accordingly, Fund investors should refer to each particular Fund’s governing documents for a detailed discussion of the expenses the Fund and its investors will or could bear. Depending upon the terms of particular arrangements with clients, we could select or recommend that certain service providers (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants, and investment or commercial banking firms) and/or their affiliates perform services for clients, the cost of which generally will be borne by the advisory client. These service providers, in some cases, also provide goods or services to or have business, personal, political, financial or other relationships with us or our affiliates. Such service providers could be investors in a Fund, our affiliates, sources of investment opportunities or co-investors. These other services and relationships have the potential to influence us in deciding whether to select or recommend such a service provider to perform services for clients. Notwithstanding the foregoing, if we have discretion when making investment transactions on behalf of clients that require the use of a broker-dealer, we have a duty to seek “best execution” (i.e., the most

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MSIM offers a variety of investment strategies to address the particular investment objectives of its clients. In pursuing these strategies, MSIM invests in a wide range of financial instruments and asset classes. The different investment strategies offered by MSIM are described below along with the material risks associated with different investment approaches. The lines between different strategies are not always distinct; a particular investment strategy could involve some of the investment approaches or exhibit some of the risks associated with other strategies. In addition, certain investment strategies involve a combination of multiple other strategies. MSIM recognizes that no single investment strategy will ensure rewarding investment results in every political, economic and market environment. Investing in securities and other financial instruments involves a risk of loss (which can be substantial) that clients should be prepared to bear. The investment approaches and material risks described below are not comprehensive. A particular investment strategy can involve additional investment selection criteria and be subject to additional risks not described below. The principal investment strategies and associated risks for the Funds are disclosed in the offering documents for such Funds. The investment strategies and associated risks for Wrap Fee Programs are described in the offering materials provided by the wrap fee program sponsor. Institutional Account clients should contact their MSIM account manager for additional information about the specific investment strategies they have selected and the risks associated with those strategies.

MSIM engages in the following significant Equity Investment Strategies: Emerging Markets Equity The Global Emerging Markets Equity Strategy is a core strategy with a growth bias that seeks attractive long-term, riskadjusted returns by investing in emerging market equities. To achieve its objective, the strategy combines top-down country allocation with bottom-up stock selection and disciplined risk management. The strategy exists on a global basis as well as within regional and country specific emerging markets. The Emerging Markets Leaders Strategy is a benchmark agnostic concentrated strategy of 25-40 stocks that seeks to invest in companies operating in emerging markets with superior business fundamentals, quality management, strong brands and the ability to deliver consistent earnings growth and increasing and consistent returns on invested capital. The team looks to diversify risk with balanced country and thematic exposures. The China A-Shares Equity Strategy is a concentrated strategy focusing on long-term fundamental investment ideas. It seeks to invest in high-quality growth compounders at attractive valuations. We look to derive strong long-term returns from companies that benefit from structural growth, competitive industry advantage and financial strength. The strategy has strong bottom-up stock selection focus with deep-dive qualitative assessment and rigorous financial analysis. The Sustainable Global Emerging Markets Strategy seeks to invest in equity securities located in emerging market countries while integrating the consideration of sustainability risks and opportunities and sustainable development themes in its investment decision making. The strategy integrates top-down country allocation with bottom-up stock selection and has a core style with a quality growth bias. The Passport Overseas Equity Strategy actively selects among developed and emerging countries applying its investment process to determine a country’s future economic growth and equity return potential. This approach combines a top-down country process with sector allocation and bottom-up stock selection. The team analyzes the global economic environment and each country’s fundamentals and actively allocate assets among countries, themes and sectors located throughout the world (the investment universe is developed markets, including the United States, and emerging markets, including select frontier markets). Investment decisions can be implemented through sector, industry and stock-specific allocations within and across markets. The Next Gen Emerging Markets Strategy seeks long-term capital appreciation through investing in small emerging and frontier markets, in what the team believes to be the next generation of emerging markets. These markets can offer

secular growth opportunities in large, overlooked countries with low correlations to global equities. The strategy integrates top-down macro and thematic allocation with bottom-up stock selection and has a quality growth bias, resulting in a concentrated portfolio of high quality companies that can benefit from multi-year growth tailwinds.

Counterpoint Global The Advantage Strategy seeks long-term capital appreciation. To achieve its objective, the investment team emphasizes a bottom-up stock selection process, seeking attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in companies it believes have strong name recognition and sustainable competitive advantages with above average business visibility, the ability to deploy capital at high rates of return, strong balance sheets and an attractive risk/reward profile. The Growth Strategy seeks long-term capital appreciation. To achieve its objective, the investment team seeks attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in unique companies it believes have sustainable competitive advantages with above average business visibility, the ability to deploy capital at high rates of return, strong balance sheets and an attractive risk/reward profile. The strategy exists across market capitalizations (e.g., Inception, Discovery, Insight, Global Insight and Growth). The Permanence Strategy seeks long-term capital appreciation. To achieve its objective, the investment team emphasizes a bottom-up stock selection process, seeking attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in companies it believes have strong name recognition and sustainable competitive advantages with above average business visibility, the ability to deploy capital at high rates of return, strong balance sheets and an attractive risk/reward. The strategy will make long- term investments in companies that the investment team believes have the most durable long-term competitive advantages. The strategy could also invest in more moderate growth companies, companies with lower earnings volatility and/or companies with some cyclicality in their end markets. This strategy exists on a U.S. and global basis (e.g., Permanence and Global Permanence). The Global Endurance Strategy seeks long-term capital appreciation. To achieve its objective, the investment team emphasizes a bottom-up stock selection process, seeking attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in companies it believes have durable competitive advantages, long-term growth opportunities, valuable business models and strong management teams and an attractive risk/reward profile. The Tailwinds Strategy seeks long-term growth. To achieve its objective, the investment team emphasizes a bottom-up stock selection process seeking attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in companies it believes have competitive advantages and an attractive risk/reward profile. The strategy will make investments in companies it believes have business strategies that are aligned with environmental or social trends (Tailwinds) and could benefit from sustainability-related business activities in the form of enhanced growth rates, profitability, or competitive advantages. The Vitality Strategy seeks long-term capital appreciation. To achieve its objective, the investment team seeks attractive investments on an individual company basis. In selecting securities for investment, the investment team typically invests in healthcare companies it believes are principally engaged in the discovery, development, production, or distribution of products or services related to advances in healthcare, and it believes have sustainable competitive advantages, strong research and development and productive new product flow, financial strength, and an attractive risk/reward profile. The Counterpoint Ventures Strategy seeks to generate attractive risk-adjusted returns primarily through direct investments in equity (and other securities that are expected to have equity-like returns) of private companies that the investment team believes are high-quality, emerging-growth private companies likely to achieve a liquidity event, such as an initial public offering or sale, within three to five years of investment. This strategy invests primarily in private companies based and operating in North America but can also invest outside of North America.

Global Opportunity The Global Opportunity Team strategies seek long-term capital appreciation by investing in high quality companies that the investment team believes are undervalued at the time of purchase. To achieve its objective, the investment team seeks companies with sustainable competitive advantages that can be monetized through growth. The investment process integrates analysis of sustainability with respect to disruptive change, financial strength, environmental and social externalities and governance. The strategies are available on a Global, Regional and Customizable basis.

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MSIM provides advice to: corporate entities; corporate pension and profit-sharing plans; individual investors (including high net worth and other retail investors); intermediaries; insurance companies; state, local and foreign government entities and pension plans (including foreign pension funds); central banks; sovereign wealth funds; supra-national organizations; educational institutions; endowments, foundations and charitable institutions; consultant partners; funds of one; and registered mutual funds, unregistered funds, collective investment trusts, closed-end funds and foreign regulated funds such as SICAVs and SIFs. Certain advisory accounts and funds impose minimum investment requirements, which are generally described in the relevant governing or disclosure documents or, with respect to advisory accounts, in Appendix A. We (or with respect to funds, the general partner or managing member) generally will have discretion to waive or reduce such minimums for certain clients or investors. We generally will not, unless required by agreement with a client or investor or by applicable law, disclose any particular waiver or reduction that is offered to a client or investor, or offer comparable waivers or reductions, to other clients or investors.

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

We are a wholly owned subsidiary of Morgan Stanley, a corporation whose shares are publicly held and traded on the New York Stock Exchange under the symbol “MS”. Morgan Stanley is a 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 you could have relationships with our affiliates beyond your relationship with us. In addition, we participate in Wrap Fee Programs in which our affiliate is the Sponsor. These relationships can cause conflicts of interest. The business activities of Morgan Stanley can give rise to occasions when MSIM, as investment adviser or sub-adviser, will have the opportunity to pursue or participate in a legal action against Morgan Stanley or its clients; in that event, MSIM could decide in its discretion to pursue or forgo participation in such legal action in whole or in part due to the other activities of Morgan Stanley.

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

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

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

Investment Companies and Other Pooled Investment Vehicles MSIM serves as investment adviser to the Morgan Stanley Funds, a U.S. mutual fund complex comprised of several stand-alone mutual funds, as well as the following series Funds: Morgan Stanley Institutional Fund, Inc. (“MSIF”), Morgan Stanley Institutional Fund Trust (“MSIF Trust”), Morgan Stanley Variable Insurance Fund, Inc. (“VIF”), Morgan Stanley Variable Investment Series (“VIS”) and the Morgan Stanley Institutional Liquidity Funds, each an open-end investment company registered under the 1940 Act. VIF and VIS can offer their shares only to insurance companies for separate accounts that they establish to fund variable life insurance and variable annuity contracts, and to other entities under qualified pension and retirement plans. MSIM has an arrangement with Morgan Stanley Institutional Liquidity Funds (mutual funds we advise) pursuant to which un-invested free cash balances in certain client accounts are automatically

invested in shares of the portfolios of the Morgan Stanley Institutional Liquidity Funds at the end of each day. Prior to initiating this “sweep” mechanism for a particular client, we disclose the fact that we receive a fee in our capacity as adviser and administrator for the Morgan Stanley Institutional Liquidity Funds. Assets invested in the Morgan Stanley Institutional Liquidity Funds through the “sweep” mechanism will be reduced, to the extent allowed by applicable law, in determining both the fee charged by us for managing the client’s account and in determining our fee as adviser and administrator for the Morgan Stanley Institutional Liquidity Funds. MSIM is also the investment adviser to the Morgan Stanley ETF Trust, an investment company registered under the 1940 Act. MSIM is the investment adviser and administrator to the following closed-end investment companies registered under the 1940 Act:

Morgan Stanley China A Share Fund, Inc. Morgan Stanley Emerging Markets Debt Fund, Inc. Morgan Stanley Emerging Markets Domestic Debt Fund, Inc. Morgan Stanley India Investment Fund, Inc.

In addition, we or our affiliate serve as the administrator for certain of the Morgan Stanley Funds and serve as co-transfer agent for the Morgan Stanley Institutional Liquidity Funds. MSIM and certain of its affiliates also act as a sub-adviser to registered investment companies which are not sponsored by us in addition to serving as adviser or a sub-adviser to offshore funds, group trusts, limited partnerships and limited liability companies, among others, that are sponsored by our affiliates. 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 and in which our clients have been solicited to invest. In some cases, the general partner of a limited partnership is entitled to receive an incentive allocation from a partnership. Along with Morgan Stanley, we have established procedures intended to identify and mitigate conflicts of interest related to business activities on a worldwide basis. A conflict management officer for each business unit and/or region acts as a focal point to identify and address conflicts of interest 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. MSIM is 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

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Personal Trading Code of Ethics MSIM has adopted the MSIM Public and Private Side Code of Ethics and Personal Trading Guidelines (the “Code of Ethics”) pursuant to Rule 204A-1 under the Advisers Act. Each of our employees is required to acknowledge the Code of Ethics at the inception of his/her employment and annually thereafter. The Code of Ethics 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 MSIM 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 MSIM employees, are required to acknowledge that they have read, understand, are in compliance with and agree to abide by the Code of Conduct’s terms as a condition of continued employment. The Code of Ethics requires all employees to pre-clear trades for covered securities, as defined under the Code of Ethics, in a personal securities account. A pre-clearance request generally will be denied if there is an open order for a client in the same security. The Code of Ethics also imposes holding periods and reporting requirements for covered securities, which includes affiliated and sub-advised U.S. mutual funds. 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 Compliance 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 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 of Ethics 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 of Ethics or other applicable policies, suspension or termination of employment. We will provide you with a copy of the Code of Ethics upon request.

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

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

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

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

Cross and Agency Cross Transactions From time to time, and where permitted by applicable law and the relevant client agreements, we will effect “agency cross transactions” in which an Affiliated Broker-Dealer acts as agent for both the buyer and seller in the transaction. We will only trade with an Affiliated Broker-Dealer on behalf of a client on an agency cross basis when the client has consented to our effecting such transactions. Any agency cross transaction will be effected in compliance with applicable law, as well as policies and procedures we have designed to prevent and disclose conflicts of interest. The Affiliated Broker-Dealer can receive a commission from the seller and the buyer when it executes transactions on an agency cross basis under certain conditions. In effecting an agency cross transaction, we have potentially conflicting divisions of loyalties and responsibilities regarding the parties to the transaction.

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

Services to Issuers Activities MSIM and its affiliates provide a variety of services for, and render advice to, various clients, including issuers of securities that we also recommend for purchase or sale by clients. In the course of providing these services, we and our affiliates could come into possession of material, nonpublic information which might affect our ability to buy, sell, or hold a security for a client account. Investment research materials disclose that our related persons might own, and could effect transactions in, securities of companies mentioned in such materials and also can perform or seek to perform investment banking services for those companies. In addition, directors, officers and employees of our affiliates could have Board seats and/or have Board observer rights with private and/or publicly traded companies in which we invest on behalf of our client accounts. Along with our affiliates, we have adopted policies and procedures and created information barriers that are reasonably designed to prevent the flow of any material, nonpublic information regarding these companies between us and our affiliates. Directors, officers and employees of ours could also take Board seats or have Board observer rights with companies in which we invest on behalf of our clients. Generally, we only do so with respect to private (not publicly traded) companies. To the extent a director, officer or employee were to take a Board seat or have Board observer rights in a public company, we (or certain of our investment teams) would be limited and/or restricted in our ability to trade in the securities of the company to the extent we (or certain of our investment teams) possessed or were deemed to possess material, nonpublic information regarding the company.

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

Best available price;

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

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

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

Potential ability to obtain price improvement;

Ability to maintain confidentiality;

Ability to handle non-traditional or complex trades;

Commission and commission-equivalent rates;

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

Technology infrastructure;

Clearance and settlement capabilities;

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

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

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

Client directed execution;

Client specific restrictions;

Assignment fees;

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

Such other factors as we determine to be appropriate.

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

Managed and used in the best interests of our clients.

Subject to appropriate controls and senior management oversight.

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

In choosing providers of research services, the portfolio management (“PM”) team can consider and select providers based on the following factors:

Consideration of research capabilities, including coverage of various industries in which an IM Adviser could be considering investments and the quality of the firm’s research.

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

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

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

Transactions that generate research credits include equity transactions executed on an agency and riskless principal basis where the executing broker-dealer receives a commission.

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

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

Trade Aggregations When permitted under applicable law, each PM team generally will aggregate orders of its clients (and, in some cases, clients managed by other PM teams) for the same securities in a single order so that such orders are executed simultaneously in order to facilitate best execution and to reduce brokerage costs. We can aggregate client orders with the orders of clients of the Affiliated Advisers and accounts in which we or our officers, employees or related persons have a financial interest. However, we effect aggregated orders in a manner designed to ensure that no participating client is favored over any other client. In general, accounts that participate in an aggregated order will participate on a pro rata or other objective basis. Pro rata allocation of securities and other instruments will generally consist of allocation based on the order size of a participating client account in proportion to the size of the orders placed for other accounts participating in the aggregated order. However, we, at times and where we deem appropriate, allocate such securities and other instruments using a method other than pro rata if their supply is limited, based on differing portfolio characteristics among accounts, because of counterparty preferences or requirements, or to avoid odd lots or small allocations, among other reasons. These allocations are made in our good faith judgment with a goal of ensuring that fair and equitable allocation will occur over time. There are times that we are not able to aggregate orders because of applicable law or other considerations when doing so might otherwise be advantageous in which case a client might face higher costs. Please see “Directed, Restricted or Constrained Brokerage Arrangements; Wrap Fee Programs” for additional disclosure related to the impact of such arrangements on the remaining clients. For example, to the extent that a client has such an arrangement, their account could be excluded from such aggregation unless MSIM maintains trading discretion. MSIM and the Affiliated Advisers are subject to differing requirements governing aggregation of orders, including provisions of the 1940 Act that restrict joint transactions and MiFID II that govern the circumstances under which MiFID

II Accounts are permitted to pay for research. As a result, MiFID II Accounts at times will pay commission rates that are below the total commission rates paid by other client accounts included in the order. When appropriate, we rotate trades among client accounts in accordance with our policy to treat all accounts fairly and equitably over time. Trade rotation processes can result in trading for accounts occurring before, after, or simultaneously with trading for other accounts. Accounts in a rotation could experience market impact costs with respect to certain transactions relative to other accounts in the rotation. Approved rotation methodologies are in place where appropriate to provide fair placement and execution to all client accounts over time.

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

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

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

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

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MSIM Inc. has no information applicable to this Item.

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

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

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

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

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

Class Actions and Similar Matters MSIM generally will not make any filings in connection with any shareholder class action lawsuits and similar matters involving securities held or that were held in separate accounts and will not be required to notify custodians or clients in separate managed accounts of shareholder class action lawsuits and similar matters. We will not be responsible for any

failure to make such filings or, if we determine to make such filings, to make such filings in a timely manner. Upon client request, we will consider on a case-by-case basis participation in non-US class action lawsuits.

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

Appendix A Fee Schedules Investment Team

Strategy

Counterpoint Global

Advantage

Attribute

Schedule

USD $50M

0.750% on the first $50 M 0.650% on the next $50 M 0.500% in excess of $100 M

Discovery

USD $50M

0.750% on the first $50 M 0.650% on the next $50 M 0.550% in excess of $100 M

Global Insight

USD $50M

0.750% on the first $100 M 0.650% in excess of $100 M

Growth

USD $50M

0.750% on the first $50 M 0.650% on the next $50 M 0.500% in excess of $100 M

Inception

USD $50M

1.000% on the first $50 M 0.900% on the next $50 M 0.850% in excess of $100 M

Insight

Global Permanence

USD $50M

Asset Based Fee: 1.00% on total assets under management or Performance Based Fee: 0.80% on all assets plus 10% of alpha over benchmark per annum, no high water mark

USD $50M

0.750% on the first $100 M 0.650% in excess of $100 M

Permanence

USD $50M

0.750% on the first $50 M 0.650% on the next $50 M 0.500% in excess of $100 M

Global Endurance

USD $50M

0.750% on the first $100 M

USD $50M

0.750% on the first $50 M

0.650% in excess of $100 M Vitality

0.650% on the next $50 M 0.550% in excess of $100 M Tailwinds

USD $50M

0.750% on the first $50 M 0.650% on the next $50 M 0.500% in excess of $100 M

Investment Team

Strategy

Global Opportunity

Asia Opportunity

Attribute

Schedule

USD $100M

0.750% on the first $200 M 0.700% in excess of $200 M

Developing Opportunity

USD $100M

0.750% on the first $200 M

USD $100M

0.750% on the first $200 M

0.700% in excess of $200 M Established Opportunity

0.700% in excess of $200 M Global Change

USD $200M

0.850% on the first $200 M

USD $200M

0.750% on the first $200 M

USD $100M

0.750% on the first $200 M

0.800% in excess of $200 M Global Opportunity

0.700% in excess of $200 M International Opportunity

0.700% in excess of $200 M Europe Opportunity

USD $100M

0.750% on the first $200 M

USD $100M

0.750% on the first $200 M

USD $25M

0.650% on the first $100 M

0.700% in excess of $200 M International Advantage

0.700% in excess of $200 M Emerging Markets Equity

Passport Overseas Equity

0.600% on the next $100 M 0.550% in excess of $200 M Passport Global Equity

USD $25M

0.650% on the first $100 M 0.600% on the next $100 M 0.550% in excess of $200 M

China A Equity Emerging Markets Leaders Global Emerging Markets Equity

USD $50M

0.900% on total assets

USD $100M

0.750% on total assets

USD $100M

0.800% on the first $100 M 0.750% on the next $100 M 0.700% in excess of $200 M

Investment Team

Strategy

Emerging Markets Equity (Cont’d)

Sustainable Emerging Markets

Attribute

Schedule

USD $100M

0.800% on the first $100 M 0.750% on the next $100 M 0.700% in excess of $200 M

Emerging Markets ex China

USD $100M

0.800% on the first $100 M 0.750% on the next $100 M 0.700% in excess of $200 M

India Equity Latin America Equity

USD $50M

0.900% on total assets

USD $50M

0.950% on the first $50 M 0.900% on the next $50 M 0.850% in excess of $100 M

Next Gen Emerging Markets International Equity

American Resilience

USD $50M

1.200% on total assets

USD $50M

0.550% on the first $50 M 0.500% on the next $50 M 0.450% in excess of $100 M up to $200 M, flat on all assets 0.400% in excess of $200 M up to $350 M, flat on all assets 0.350% in excess of $350 M flat on all assets

Global Franchise

USD $50M

0.800% on the first $25 M 0.750% on the next $25 M 0.700% on the next $50 M

Global Quality

0.650% in excess of $100 M Fee Schedule available for mandates over $200M USD $50M

0.800% on the first $25 M 0.750% on the next $25 M 0.700% on the next $50 M

Global Stars

0.650% in excess of $100 M Fee Schedule available for mandates over $200M USD $50M

0.600% on the first $100 M 0.550% in excess of $100 M up to $250 M, flat on all assets 0.500% in excess of $250 M up to $500 M, flat on all assets 0.450% in excess of $500 M, flat on all assets

Global Quality Select

USD $50M

0.725% on the first $50 M 0.650% on the next $50 M 0.600% in excess of $100 M up to $200 M, flat on all assets 0.530% in excess of $200 M up to $350 M, flat on all assets 0.500% in excess of $350 M, flat on all assets

Investment Team

Strategy

International Equity (Cont’d)

International Equity

Attribute

Schedule

USD $100M

0.800% on the first $25 M 0.600% on the next $25 M 0.500% on the next $25 M 0.400% in excess of $75 M

International Resilience

USD $50M

0.700% on the first $50 M 0.500% on the next $25 M 0.400% on balance

Applied Equity Advisors

Applied Enhanced Index

USD $25M

0.250% on the first $25 M 0.230% on the next $25 M 0.200% on the next $50 M 0.180% in excess of $100 M Negotiable if over $200 M

Applied Global Concentrated Equity

USD $25M

0.550% on the first $25 M 0.500% on the next $25 M 0.450% on the next $50 M 0.400% in excess of $100 M Negotiable if over $200 M

Applied Global Concentrated ESGScreened Equity

USD $25M

0.550% on the first $25 M 0.500% on the next $25 M 0.450% on the next $50 M 0.400% in excess of $100 M Negotiable if over $200 M

Applied Global Core Equity

USD $25M

0.550% on the first $25 M 0.500% on the next $25 M 0.450% on the next $50 M 0.400% in excess of $100 M Negotiable if over $200 M

Applied US Core Equity

USD $25M

0.450% on the first $25 M 0.400% on the next $25 M 0.350% on the next $50 M 0.300% in excess of $100 M Negotiable if over $200 M

Global Multi-Asset

Absolute Return

USD $100M

0.850% on the first $100 M 0.750% on the next $150 M 0.650% on the next $250 M 0.550% in excess of $500 M

Global Tactical Asset Allocation

USD $100M

0.750% on the first $100 M 0.650% on the next $150 M 0.550% on the next $250 M 0.450% in excess of $500 M

Investment Team

Strategy

Global Multi-Asset (Cont’d)

Multi-Asset Real Return (MARRS)

Attribute

Schedule

USD $50M

0.800% on the first $50 M 0.700% on the next $50 M 0.600% on the next $200 M 0.500% thereafter

U.S. Value

USD $50M

0.450% on the first $100 M 0.350% on the next $200 M 0.250% thereafter

Broad Markets Fixed Income

Calvert Global Green Bond

USD $50 M

0.30% on the first USD $100 M 0.25% in excess of USD $100 M

Core Fixed Income

USD $100 M

0.180% on the first USD $250 M 0.150% on the next USD $250 M 0.120% in excess of USD $500 M

Core Plus Fixed Income

USD $100M

0.200% on the first USD $250 M 0.180% on the next USD $250 M 0.150% in excess of USD $500 M

European Absolute Return

EUR €50 M

0.300% on the first EUR €50 M 0.250% in excess of EUR €50 M

European Credit

EUR €50 M

0.350% on the first EUR €50 M 0.250% on the next EUR €50 M 0.200% in excess of EUR €100 M

European Fixed Income Opportunities

EUR €50 M

0.300% on the first EUR €50 M 0.250% in excess of EUR €50 M

European Short Maturity Credit

EUR €50 M

0.200% on the first EUR €50 M 0.150% in excess of EUR €50 M

Global Aggregate Fixed Income

USD $100 M

0.300% on the first USD $100 M

USD $50 M

0.300% on the first USD $100 M

USD $100 M

0.350% on the first $100 M

USD $100 M

0.350% on the first USD $100 M

0.250% in excess of USD $100 M Global Credit

0.250% in excess of USD $100 M Global Fixed Income Opportunities

0.300% in excess of $100 M Global Flexible Income

0.300% in excess of USD $100 M

Investment Team

Strategy

Attribute

Schedule

Broad Markets Fixed Income (Cont’d)

Global Government Fixed Income

USD $50 M

0.250% on the first USD $50 M 0.150% on the next USD $50 M 0.100% in excess of USD $100 M

Global Opportunistic Credit

USD $100 M

0.350% on the first $100 M

USD $100 M

0.200% on the first USD $100 M

0.300% in excess of $100 M Global Sovereign

0.150% in excess of USD $100 M Intermediate Core Fixed Income

USD $75 M

0.250% on the first USD $100 M 0.200% on the next USD $150 M 0.125% Thereafter

Intermediate Gov/Credit

USD $75 M

0.250% on the first USD $100 M 0.200% on the next USD $150 M 0.125% Thereafter

Sustainable Fixed Income Opportunities

USD $100 M

0.350% on the first USD $100 M

USD $50 M

0.300% on the first USD $50 M

0.300% in excess of USD $100 M U.S. Investment Grade Corporate

0.250% on the next USD $50 M 0.200% in excess of USD $100 M U.S. Limited Duration

USD $100 M

0.140% on the first USD $150 M 0.120% on the next USD $350 M 0.100% in excess of USD $500 M

U.S. Long Duration

USD $75 M

0.200% on the first USD $50 M 0.150% on the next USD $50 M 0.125% in excess of USD $100 M

U.S. Short Duration

USD $100M

0.140% on the first $150 M 0.120% on the next $350 M 0.100% in excess of $500 M

Emerging Markets Debt

Emerging Markets Corporate Debt

USD $50 M

0.600% on the first USD $50 M 0.550% on the next USD $50 M 0.500% in excess of USD $100 M

Emerging Markets Debt Hard Currency

USD $50 M

0.550% on the first USD $100 M 0.500% in excess of USD $100 M

Investment Team

Strategy

High Yield

Global Convertible Bond

Attribute

Schedule

EUR €50 M

0.500 % on the first EUR €50 M 0.450 % on the next EUR €50 M 0.400 % in excess of EUR €100 M

Global High Yield

USD $50 M

0.500% on the first $100 M 0.450% on the next $100 M 0.400% Thereafter

US Middle Market High Yield

USD $50 M

0.50% on the first $100 M 0.45% on the next $100 M 0.40% on the next $100 M 0.35% Thereafter

U.S. High Yield

USD $50 M

0.50% First $100 M 0.45% Next $100 M 0.40% Next $100 M 0.35% Thereafter

Mortgage & Securitized

Global Securitized

USD $75 M

0.500% on the first USD $100 M 0.400% on the next USD $200 M 0.350% on the next USD $200 M 0.300% on the next USD $500 M 0.280% in excess of USD $1000 M

U.S. Mortgage

USD $50 M

0.320% on the first USD $100 M 0.280% on the next USD $200 M 0.250% on the next USD $200 M 0.220% on the next USD $500 M 0.200% in excess of USD $1000 M

Municipals

Taxable Municipal

US $50 M

0.25% on the first USD $100 M 0.23% on the next $200 M 0.20% Thereafter

Liquidity

Taxable USD MM - Institutional

USD $150M

0.130% on the first $300 M 0.110% on the next $200 M 0.090% on the next $300 M 0.080% in excess of $800 M

Tax-Exempt USD MM - Institutional

USD $150M

0.130% on the first $300 M 0.110% on the next $200 M 0.090% on the next $300 M 0.080% in excess of $800 M

Ultra-Short Income

USD $150M

0.130% on the first $300 M 0.110% on the next $200 M 0.090% on the next $300 M 0.080% in excess of $800 M