MSD Partners, L.P.

General Description of Advisory Firm MSD Partners, L.P. (the “Adviser”) is a Delaware limited partnership founded in 2009. The Adviser focuses on three core investing strategies: private credit, real estate credit and real estate equity. The Adviser is a wholly-owned subsidiary of BDT & MSD Holdings, L.P. (“BDT & MSD Holdings”) and is registered as an investment adviser with the SEC. For purposes of this Brochure, the term “Adviser” may include (where context permits) affiliated general partners of the Clients (as defined below), relying advisers and other affiliates that may provide advisory, management or other services to the Clients. The Adviser is an affiliate of BDT Capital Partners, LLC (“BDT Capital”) and BDT & MSD BDC Management, LLC (“BDC Management”), each an SEC-registered investment adviser, and MSD Real Estate Management, LLC (“MSD Real Estate Management”), a relying adviser of the Adviser. Except as otherwise noted, references herein to the Adviser do not include BDT Capital or any general partner, managing member or similar entity with respect to clients of BDT Capital. Description of Advisory Services The Adviser provides investment management services to various private funds, including pooled investment vehicles and single investor funds, co-investment vehicles, joint ventures, collateralized loan obligations (“CLOs”), an investment vehicle that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and other separately managed accounts (each, a “Client” and collectively, “Clients”). The Adviser’s investment advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of its Clients, managing and monitoring the performance of such investments and disposing of such investments. The Adviser generally serves as the investment adviser to its Clients on a discretionary basis. The advisory relationship between each Client and the Adviser is governed by their respective investment management agreement (or analogous agreement) (each, a “Management Agreement”). Investment advice is provided directly to Clients and not individually to the limited partners or members (hereinafter together referred to collectively as “investors”) in Clients. Investment restrictions for Clients, including investment objectives and guidelines, if any, are set forth in each Client’s organizational documents, which include, but are not limited to, the applicable private placement memorandum, prospectus, limited partnership agreement, limited liability company agreement, Management Agreement or side letter (such documents collectively, “Organizational Documents”). All discussions of the Clients in this Brochure – including, but not limited to, their investments, the strategies used in managing the Clients, the fees and other costs associated with an investment in the Clients, the risks associated with making an investment in the Clients, and conflicts faced by the Adviser and its affiliates in connection with managing the Clients – are qualified in their entirety by reference to each Client’s respective Organizational Documents. All discussions in this Brochure reflecting “including” signify items including, but not limited

to the subsequent description or examples provided. Moreover, the Adviser has and will enter into agreements, such as side letters, with certain underlying investors that in certain cases will provide for terms of investment or access to information that are more favorable than the terms provided to other underlying investors of the same Clients. As of December 31, 2025, the Adviser had approximately $17,716,805,551 in assets under management on a discretionary basis and $3,597,624,138 in assets under management on a non-discretionary basis. This amount reflects regulatory assets under management as calculated in Part 1 of Form ADV.

Advisory Fees and Compensation A full list of fees and expenses applicable to each Client, including the terms under which such fees and expenses will be paid, reduced, offset or otherwise limited, are set forth in detail in each Client’s Organizational Documents. A brief summary of such fees and expenses is provided below. Management Fees Client investors generally pay the Adviser a quarterly management fee for investment management services that is deducted from the investor’s capital account in advance based on the gross asset value, net asset value or invested capital with respect to each investor’s shares or interests (the “Management Fee”). Management Fees are charged quarterly or semi-annually in advance as set forth in the applicable Organizational Documents and the Adviser has the right to adjust or refund Management Fees that are paid in advance, depending on the facts and circumstances. In no event shall Management Fees be paid to the Adviser more than six months in advance. In the event that an investor makes a capital contribution to a Client other than as of the first day of a quarter, a pro rata portion of the quarterly Management Fee in respect of such investor, based on the actual number of days or months remaining in such quarter, will be paid to the Adviser by the investor. In the event that any investor’s Management Fee is reduced in connection with a withdrawal or redemption other than as of the last day of a quarter, the Adviser generally will adjust the Management Fee in an amount equal to the pro rata portion of the Management Fee, based on the actual number of days or months remaining in such quarter. In the event a Client’s term is extended, the Adviser is typically permitted, subject to any requirements in the Organizational Documents and agreements with investors, to charge Management Fees during such extension. In the sole discretion of the Adviser or its affiliates, the Management Fee will be waived, reduced or calculated differently with respect to certain underlying investors in Clients or separately managed account investors, the general partner or partners, manager, members, investment professional, shareholder, officer, personnel or affiliates of the general partner or the Adviser, and each of their respective family members, trusts, charitable programs, endowments, foundations or other entities established by or for the benefit of such person or his or her family members (each a “Related Investor”) and DFO Management, LLC (“DFO Management”), the family office that was established to exclusively manage the capital of Dell Technologies, Inc.’s founder and Chief Executive Officer, Michael Dell, and his family. Certain relevant Clients’ Organizational Documents provide that the Clients’ Management Fees will be calculated and charged on a basis that is not tied to the Client’s then current net asset value. As further specified in the Organizational Documents, from the management fee commencement date of the relevant Client until a date specified in the Organizational Documents (the “Adjustment Date”), Management Fees generally will be charged based on a formula tied to such Client’s aggregate commitments and net cost basis. After the Adjustment Date, Management Fees generally will be charged and calculated based on a formula tied to (i) the relevant limited partner’s commitment to the Client and aggregate capital contributions or (ii) the net cost basis of the Client’s aggregate investment(s) that have not been disposed of

(not including any investments the fair value of which have been permanently reduced to zero (such excluded investments, the “Impaired Value Investments”)). Due to differences in the criteria set forth in their respective Organizational Documents, in the event where more than one Client participates in an investment, there is the possibility that an investment will become an Impaired Value Investment for purposes of one Client’s Organizational Documents but not those of one or more other Clients. “Net cost basis” is the amount of capital invested in each investment by the Client from any source, including called capital, Client-level borrowings and recycled capital, less amounts representing a return of such capital from the disposition of such investment. Note the net cost basis of each investment may be higher or lower than the fair value. For the avoidance of doubt, net cost basis is not adjusted for capital usage fees. Where the fair market value of an investment exceeds the total amount of investment contributions relating to such investment, post-Adjustment Date Management Fees will not be calculated based upon such appreciated value, and instead will be calculated in accordance with relevant Clients’ Organizational Documents. As a result, the amount of Management Fees generally will not correspond with fluctuations in the net asset value of individual investments or of a Client, including following the relevant Adjustment Date, and will not be reduced in connection with any write downs (whether temporary or permanent) or write offs except in the case of Impaired Value Investments. Except where the Organizational Documents expressly provide to the contrary, Management Fees will not be reduced (in whole or in part) in the case of partial sales or dispositions, distributions (e.g., those resulting from a dividend recapitalization) or reorganizations, restructurings, rollover investments, extraordinary dividends or similar transactions or in circumstances where one or more other Client(s) divest their respective investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case in circumstances that do not result in the complete disposition of the relevant Client’s interest therein, and even in cases where the value of the Client’s investment or the Client’s ownership percentage in such investment has been reduced (including substantially reduced) as a result of such transaction. In many circumstances, the post-Adjustment Date Management Fee base will include capitalized transaction-specific fees and expenses of unrealized investments, including certain fees and expenses paid to third parties, the Adviser or its affiliates. The Adviser and its affiliates have incentives to capitalize such amounts into a transaction, not only to avoid having portfolio companies pay such amounts out of available operating cash, but also to increase the base on which future Management Fees will be calculated. These incentives run counter to the Adviser’s incentives to reduce the amount of fees, expenses and costs borne by the Clients’ investments in light of the effect of these amounts on the Clients’ carried interest calculations. The Organizational Documents set forth the full list of terms under which Management Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Organizational Documents until they are reduced in the circumstances and on the date(s) specified therein.

Performance-Based Allocations Generally, at the end of each Client’s fiscal year or other time period as specified in the Client’s Organizational Documents, the Adviser or an affiliate of the Adviser is entitled to an incentive allocation based on the net capital appreciation (which generally includes both realized gains and losses and unrealized appreciation and depreciation of securities held in each Client’s portfolio) allocated to an investor’s capital account for such fiscal year after deducting the Management Fee and other expenses debited to such investor’s capital account for such fiscal year, subject to a loss carry forward mechanism (the “Incentive Allocation”). In the event that a Client is terminated or an investor withdraws other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time, net capital appreciation will be determined as if such dates were the end of the fiscal year or other time period specified in the Client’s Organizational Documents, subject to certain adjustments. In the sole discretion of the Adviser or an affiliate of the Adviser, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors, including (without limitation) Related Investors (as defined below) and DFO Management. Additional information related to the nature and timing of the fees the Adviser charges its Clients is provided in the relevant agreement between the Adviser and the particular Client (as well as in the Organizational Documents, as applicable). Other Fees Transaction-Based Compensation In connection with certain portfolio investments made by Clients, the Adviser or its affiliates will receive arrangement, origination, agency, acquisition, closing, disposition, transaction, commitment, amendment, waiver, modification, directors’, “break-up,” extension, financing, monitoring, consulting, advisory and similar fees (including proceeds received from a settlement or award for a transaction not consummated) from portfolio investments in which one or more Clients invest or propose to invest. In addition, the Adviser or its affiliates may receive transaction fees from certain affiliated Clients for activities related to Client transactions, such as loan originations. However, neither the Adviser nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products. Except with respect to agency fees, which are generally retained by the entity serving as agent with respect to such investment, such fees received or to be received and retained by the Adviser or its advisory affiliates are generally waived or offset in whole or in part against Management Fees paid by the Client. However, in certain instances, subject to the terms of the applicable Client’s Organizational Documents, the Adviser or its affiliates will retain a portion of such fees without a corresponding Management Fee offset. For example, the Adviser’s affiliated broker-dealers, including broker-dealers registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or similarly registered or authorized entities in foreign jurisdictions, are permitted to provide transaction or financial advisory services to portfolio investments of the Clients, and receive broker-dealer fees or other fees or compensation from such portfolio investments in connection with their broker-dealer activities. See Item 10 for additional information in respect of the Adviser’s affiliated broker-dealers.

These types of arrangements present potential conflicts of interest and may provide BDT & MSD employees (as defined below) with an incentive to recommend investments based on compensation received or to be received rather than making an investment decision based solely on the best interests of a Client. Please refer to the Organizational Documents of the applicable Client for complete information on additional compensation received by the Adviser or its affiliates in connection with services related to portfolio investments and any offsets against Management Fees. Expenses Adviser Expenses Except as described herein as a “Client Expense” or portfolio investment expense, the Adviser will bear the general overhead expenses of the Client’s general partner and the Adviser, including salaries, bonuses and benefits of personnel of the Client’s general partner and the Adviser (other than carried interest described in Item 6 below), rent, certain entertainment and travel, office furniture, fixtures and computer equipment and the Adviser’s allocable share of costs and expenses of the Advisory Board (as defined below). Generally, and except as otherwise set forth in the Organizational Documents of a Client, the Adviser will ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for the Clients. The Clients will bear certain legal and other expenses, including the out-of-pocket expenses of the applicable general partner, incurred in the formation of the Clients up to an amount, if any, as set forth in the Organizational Documents of the applicable Client. Organizational expenses in excess of this amount, if any, ultimately will be borne by the Adviser. Client Expenses As set forth in the applicable Client’s Organizational Documents, a Client will bear fees, costs and expenses associated with the organization, offer and sale of interests in such Client (“Organizational Expenses”) as well as direct and indirect fees, costs, and expenses resulting from the operations and investments made by such Client (“Operating Expenses”). The Organizational and Operating Expenses of a particular Client include, without limitation, the following fees, costs, and expenses: (i)

investment expenses (e.g., expenses that, in the relevant general partner’s, the Adviser or its affiliates’ discretion) that are related to the applicable Client’s investments whether or not such investments are consummated, such as costs (including travel costs), fees and other out-of-pocket expenses directly related to (as applicable): a. the evaluation, discovery, appraising, financing, origination, refinancing and diligence and otherwise dealing with potential investments, including e.g., projections, financings, dispositions, improvements of investment opportunities (whether or not consummated), attending and sponsoring industry conferences and events, and structural and environmental studies;

Read the rest in the brochure

The specific methods of analysis and investment strategies utilized by the Adviser’s Private Credit and Real Estate investment teams are described below. This should not be interpreted to limit in any way the Adviser’s investment activities; some of the strategies set forth below incorporate sub-strategies in addition to the broad strategy described. Furthermore, the Adviser reserves the right to pursue additional strategies in the future. Please also refer to the applicable Client’s Organizational Documents for additional information regarding the methods of analysis and investment strategies employed on behalf of each Client. Methods of Analysis The Adviser’s investment teams conduct due diligence when evaluating investment opportunities. Depending on the type of investment, due diligence may include evaluating certain financial, tax, accounting, environmental and legal issues and retaining outside consultants, legal advisors, and accountants in varying degrees. The investment teams rely on the following types of resources: information provided by the target and consultants, publicly available information, and any other information that the investment team deems relevant. The due diligence that the investment teams carry out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, and the evaluation will not necessarily result in the investment being successful. Moreover, the level of due diligence conducted with respect to each investment will vary and the investment teams may not assess properly the appropriate amount or areas of diligence for each investment. Notwithstanding the diligence that is conducted in connection with any investment, there can be no assurance that the investment teams will identify or review all risks or that the Adviser will be able to prevent investment losses. In addition to longer-term investment strategies, the Adviser also seeks to capitalize on short-term trading opportunities in certain circumstances, which do not always involve the extensive due diligence described above. Investment Strategies and Related Risks Private Credit The Adviser’s Private Credit team offers the following credit strategies across the liquid and illiquid spectrum. 1. Private Credit Opportunity The Private Credit Opportunity strategy seeks to invest primarily in loans, and structured debt and debt-like securities, in businesses operating both inside and outside the United States. It primarily invests in (i) private loans that are made to companies and (ii) complex and special situations, e.g., in companies in asset classes and/or sectors that are out of favor and/or experiencing cyclicality/stress, or where in-depth due diligence and experience will help uncover attractive risk-adjusted returns. The Private Credit strategy has a flexible mandate that allows it to invest in all types of financial instruments across the capital structure, including, but not limited to, bank debt, bonds, trade claims, hybrid securities, other types of loans and

equities, and in certain limited instances credit default swaps and equity options. The strategy may invest in real estate, complex and misunderstood situations involving financial restructurings, litigation claims, run-offs and break-ups. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 2. Senior Lending The Senior Lending strategy seeks to generate income and preserve capital by primarily investing in senior secured loans and notes sourced in both the private and more broadly syndicated markets. The strategy remains flexible and will allow investments across the capital structure, including first and second lien debt, notes, bonds, preferred and mezzanine securities and, on a limited basis, equities. First-lien debt may include traditional first-lien senior secured loans, or unitranche loans that combine the characteristics of traditional first lien senior secured loans with second lien and subordinated loans. The strategy may invest in convertible securities, structured investments (including junior and equity tranches) and real estate on a limited basis. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 3. Special Investments The Special Investments strategy seeks to invest in public and private markets across the capital structure to take advantage of market dislocations. The strategy has an opportunistic and flexible mandate that allows it to invest in all types of financial instruments across the capital structure, including a wide range of fixed income, equity and equity-linked investments. Investments may include, but are not limited to, unitranche loans, first lien/senior secured loans, second lien/mezzanine loans, secured notes, unsecured notes, private and public preferred and common equity securities, warrants, options, sale lease back paper and royalty interests. The strategy may invest in real estate, distressed situations, complex and misunderstood situations involving financial restructurings, litigation claims, run-offs and break-ups and expects to invest in North America but may also invest in other geographic locations as well. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. Real Estate 1. Real Estate Credit Opportunity The Real Estate Credit Opportunity strategy seeks to invest in real estate loans, including unitranche loans, first lien/senior secured loans and second lien/mezzanine loans and preferred or structured equity. The number of investments, the target sizes, target returns and proportion of investments that are real estate loans or preferred or structured equity can vary. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy can acquire and own its investments, and incur leverage, through one or more subsidiary entities, some of which intend to qualify as a “real estate investment trust” for U.S. federal income tax purposes. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds.

2. Real Estate Senior Lending The Real Estate Senior Lending strategy seeks to invest primarily in first lien, senior secured mortgages. The strategy expects to target investments in North America but may invest in other geographic locations as well. The strategy can acquire and own its investments through one or more subsidiary entities, some of which intend to qualify as a “real estate investment trust” for U.S. federal income tax purposes. The strategy utilizes leverage, which includes the borrowing of funds from banks and other lenders in order to carry out the business activities of the funds. 3. Real Estate Equity The Real Estate Equity strategy seeks to invest primarily in equity investments in real estate and real estate-related assets across sectors, including hospitality, commercial, mixed-use and residential, along with platform investments in real estate operating, investment, and development companies, primarily in North America but may invest in other geographic locations as well. Risks All investments made by the Adviser on behalf of Clients risk the loss of capital. Set forth below are certain material risk factors applicable to all Clients and/or their investors. These risk factors do not purport to be a complete list or explanation of the risks involved in each Client. The Organizational Documents applicable to certain Clients include a more detailed summary of the material risks and the investment strategy for those Clients and should be read in conjunction with the risk factors identified below. As Clients’ respective strategies develop and evolve over time, an investment in a particular Client may be subject to additional and different risk factors than those described herein. Business Risks. A Client’s investment portfolio is expected to consist primarily of securities issued by non-public troubled companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, which can result in substantial losses. Indeed, investments in troubled companies involve a higher degree of risk than other investments. Financial Market Fluctuations. The Clients’ investment programs are intended to extend over a period of years, during which the business, economic, political, regulatory, and technology environment within which the Clients operate may undergo substantial changes. General fluctuations in the market prices of securities may affect the value of the portfolio companies and instability in the securities markets will also likely increase the risks inherent in the portfolio companies. There can be no assurance that such economic and market conditions will be favorable in respect of both the investment and disposition activities of the Clients. The ability to realize investments held by the Clients depends not only on such investments and their historical results and prospects, but also on political, market and economic conditions at the time of such realizations, which may include the introduction or removal of tariffs by the U.S. or other relevant governments. In the past, many private equity funds have looked to the public securities markets as a potential exit strategy and there can be no assurance that the Clients will be able to exit from their investments in portfolio companies by listing their shares

Read the rest in the brochure

The Adviser provides investment advice to its Clients, which as described above includes various pooled investment vehicles (or funds), single investor funds and separately managed accounts. Investment advice is generally provided directly to its Clients (subject to the discretion and control of the applicable general partner of each such Client) and not to individual investors in each Client unless the Client is a separately managed account. The Adviser’s underlying investors are comprised primarily of family offices, endowments, foundations, banks, insurance companies, private corporations, public and private retirement and pension plans, sovereign wealth funds, high net worth individuals and BDT & MSD personnel. Generally, these underlying investors are required to meet certain qualifications, such as being (a) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), (b) a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act, or (c) a “knowledgeable employee” within the meaning of Rule 3c-5 of the Investment Company Act. The Adviser generally establishes minimum investment commitments for investors in Clients. The general partner of each Client may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Client. Investors with investment commitments below certain thresholds may incur Management Fees that are greater than the Management Fees paid by other investors.

Performance-Based Fees The Adviser and its affiliates receive performance-based compensation (e.g., Incentive Allocations, incentive fees or carried interest). Performance-based compensation payable to the Adviser or its affiliates is distributable as investments are realized, whether on a deal-bydeal basis, portfolio as a whole basis or as otherwise described in the payment terms and other conditions set forth in the applicable Client’s Organizational Documents. Any share of profits paid to the Adviser or its affiliates by a Client is separate and distinct from the Management Fee charged by the Adviser for advisory services. BDT & MSD’s personnel will generally not pay such performance-based allocations with respect to their direct or indirect investments in Clients. Performance-based compensation and allocation arrangements create an incentive to favor accounts from which affiliates of the Adviser receive greater performance-based compensation (or which have no high-water mark) over accounts from which affiliates of the Adviser receive less performance-based compensation. In addition, there is the incentive for a general partner to make more speculative investments on behalf of a Client than it would otherwise make in the absence of such performance-based compensation arrangement, or to trade more aggressively for some Clients than others or invest in riskier assets on behalf of one Client as compared to another in an effort to maximize the profits for those Clients in which the Adviser or its affiliates would share through an Incentive Allocation. However, the Adviser generally considers performance-based compensation to better align its interests with those of its investors, particularly in instances where the Organizational Documents include terms requiring clawback or giveback of performance-based compensation amounts at the end of the relevant Client’s life or at certain interim intervals. The Adviser has adopted allocation policies and procedures (as described in Item 11) to help mitigate conflicts of interest relating to the management of multiple Clients with varying types of fee arrangements. Side-by-Side Management The Adviser provides advisory services to Clients for which the investment mandates, compensation and fee arrangements (including with respect to performance fees and fee offsets) and other circumstances differ from Client to Client. This creates a potential conflict of interest with respect to the allocation of investment opportunities, as Clients that pay higher fees will create an incentive to direct investment ideas to, and/or to allocate investments in favor of such Clients. In addition, the Adviser enters into strategic accounts directly or indirectly with investors that commit significant capital into a particular Client. Such arrangements often include the Adviser granting certain preferential terms to these investors, including a waiver or reduction of Management Fees or performance fees or carried interest, that are lower than those applicable to Clients in which such investors invest. Where any such accounts invest in a Client, such indirect preferential terms (or other preferential terms set forth in the Organizational Documents) are generally not subject to the Client’s “most favored nation” provisions.

Over-Commitment To facilitate the acquisition of an investment, the Adviser or its affiliates could cause one or more Clients to make (or commit to make) an investment that exceeds the desired amount with a view to selling a portion of such investment to Co-Investors, Clients or other persons prior to or after the initial commitment or closing of the acquisition. The sale to Co-Investors, Clients or other persons will occur either at a previously agreed-upon price or, in the absence of a previously agreed-upon price, at the market value of the investment at the time of sale, and such market value may be fair value as determined by the Adviser. In such event, Client(s) bear the risk that any or all of the excess portion is not sold or sold on unattractive terms. As a consequence, the applicable Client(s) could bear the entire portion of any fees, costs and expenses related to such investment and hold a larger than expected investment or may realize lower than expected returns from such portion of such investment. An investment that is not syndicated to Co-Investors as originally anticipated could significantly reduce a Client’s overall investment returns. Therefore, it is possible that a Co-Investor that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks.

Other Related Entities See Item 11 below for a description of material conflicts of interest created by the Adviser’s relationship with the following other related entities, how such conflicts are handled as well as additional information on rates charged by Service Providers. MSD Real Estate Partners, L.P. and MSD Real Estate Management, LLC The Adviser is affiliated with MSD Real Estate Partners, L.P. (“MSD Real Estate”), which is a partnership that was formed by certain partners of the Adviser’s real estate equity team. MSD Real Estate is primarily engaged in acquiring, owning and operating real estate equity investments and conducts its investment advisory activity through its wholly owned subsidiary, MSD Real Estate Management, which serves as investment manager to certain real estate Clients. MSD Real Estate Management is a wholly-owned subsidiary of BDT & MSD Holdings and is a relying adviser of the Adviser, relying upon the Adviser’s investment adviser registration with the SEC. MSD Admin Services, LLC MSD Admin Services, LLC (“MSD Admin”), a Delaware limited liability company, is a wholly-owned subsidiary of the Adviser that provides loan agent services with respect to certain loans held by Clients and may be compensated by the borrower for such services. Any fees paid or retained by MSD Admin for servicing are at “arms-length” rates or terms and not offset against advisory fees. See “Service Providers” below for additional information on rates charged by Service Providers. To the extent the Adviser recommends or selects the servicer, the Adviser has an incentive to recommend or select MSD Admin. MSD Admin generally will retain a third party to act as sub-servicer and perform day-to-day servicing responsibilities, including directing payments to and from the borrower. BDT Capital Partners, LLC Both the Adviser and BDT Capital are subsidiaries of BDT & MSD Holdings. BDT Capital, a Delaware limited liability company, was founded in 2009 and serves as investment manager to certain clients that primarily make investments in privately held or publicly-traded companies, which are likely to include minority investments and control stakes, opportunistic investments in public and private debt, equity, hybrid securities, options and warrants, growth-stage investments, as well as participating in “going private” transactions. BDT Capital is a registered investment adviser with the SEC. BDT & MSD BDC Management, LLC The Adviser is affiliated with BDC Management, which is a limited liability company that was formed to serve as the investment manager to certain Investment Company Act clients. BDC Management is a wholly-owned subsidiary of BDT & MSD Holdings and registered as an investment adviser with the SEC.

BDT & MSD Partners, LLC BDT & MSD Partners, LLC (“BDT & MSD Partners”) shares the same ultimate beneficial owners with the Adviser and is a broker-dealer registered with the SEC and a member of FINRA. BDT & MSD Partners’ primary business is to provide financial services to closelyheld public and private companies and their principals and affiliates worldwide. In the United States, BDT & MSD Partners generally will act as placement agent for the Clients. Certain BDT & MSD employees are registered representatives or registered principals of BDT & MSD Partners. BDT & MSD Partners International, LLP BDT & MSD Partners International, LLP (“BDT & MSD UK”) is an affiliated UK MIFIDPRU firm authorized and regulated by the UK Financial Conduct Authority. BDT & MSD UK shares the same ultimate beneficial owners as the Adviser. BDT & MSD Europe S.à r.l. BDT & MSD Europe S.à r.l. (“BDT & MSD Luxembourg”) is a Luxembourg private limited liability company. BDT & MSD Luxembourg shares the same ultimate beneficial owners as the Adviser. BDT & MSD Switzerland GmbH BDT & MSD Partners Switzerland GmbH (“BDT & MSD Switzerland”) is a Swiss limited company. BDT & MSD Switzerland shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners Europe GmbH BDT & MSD Partners Europe GmbH (“BDT & MSD Germany”) is a German limited company authorized by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) under firm reference number 155370. BDT Germany is regulated by both BaFin and the German Federal Bank (Deutsche Bundesbank, “Bundesbank”). BDT & MSD Germany shares the same ultimate beneficial owners as the Adviser. BDT & MSD Partners International, LLP – Dubai Branch BDT & MSD Partners International, LLP – Dubai Branch (“BDT & MSD UAE”) is a branch of BDT & MSD UK and is an authorized firm regulated by the Dubai Financial Services Authority (“DFSA”) with DFSA Firm Reference No. F008685. Investors Life Insurance Company of North America Investors Life Insurance Company of North America is a stock life insurance company domiciled in Texas that is under common control with the Adviser. The Adviser acts as the

principal investment adviser with respect to substantially all of the invested and investable assets of the general account or other accounts of ILINA (each, an “ILINA Account” and collectively, the “ILINA Accounts”). Each ILINA Account could, and likely will, invest in different assets and perform differently than other ILINA Accounts and other Clients, due to (i) timing of the ILINA Accounts initial deployment; (ii) yield requirements and other requirements of each ILINA Account; (iii) the investment guidelines applicable to the ILINA Accounts; and (iv) legal and other insurance regulatory requirements applicable to the ILINA Accounts. Due to the affiliation with ILINA, the Adviser could have an incentive to favor the ILINA Accounts, including with respect to the allocation of investment opportunities. To mitigate this conflict, the allocation of investment opportunities for the ILINA Accounts is subject to their individual investment guidelines and the Adviser’s Allocation Policy. See Item 11 “Allocation of Investment Opportunities Among Clients” for additional information on investment allocations. DFO Management, LLC DFO Management exclusively manages the capital of Dell Technologies, Inc.’s founder and Chief Executive Officer, Michael Dell, and his family. Previously known as MSD Capital, L.P., it was reestablished in 2023 under the name DFO Management, LLC. Michael Dell is a substantial investor in certain Clients managed by the Adviser, but neither controls nor is involved in the day-to-day management of the Adviser. BDT Capital maintains a services agreement with DFO, with each party to the agreement and certain of its personnel to provide services and support to the other. Such services and support are generally provided on a cost basis. Those BDT & MSD personnel who provide services to DFO, or to multiple Clients, will have a conflict in allocating their time and services. See “Management of the Clients” and “Multiple Clients” for additional information. BDT & MSD Co-CEO Co-Chief Executive Officer of the Adviser’s parent company, BDT & MSD Holdings, Gregg R. Lemkau (“BDT & MSD Co-CEO”), serves as a member of the Board of Directors of BlackRock, Inc. (“BlackRock”). BlackRock is a leading global provider of investment, advisory, and risk management solutions. From time to time, the Adviser has sourced, and expects to source in the future, investments from BlackRock and/or its affiliates. Any such investments will be made on an arm’s-length basis.

Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to every BDT & MSD employee as well as every natural person (whether or not an employee of the Adviser) who is subject to the Adviser’s supervision and control who (i) has access to nonpublic information regarding a Client’s purchase or sale of securities, (ii) is involved in making securities recommendations to a Client, or (iii) has access to securities recommendations to a Client that are nonpublic. The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. BDT & MSD personnel and their families and households are permitted to purchase investments for their own accounts, including the same investments as may be purchased or sold for a Client, subject to the terms of the Code of Ethics. Under the Code of Ethics, BDT & MSD personnel are required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“CCO”) and to annually certify compliance with the Code of Ethics. BDT & MSD personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. BDT & MSD personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Clients or the expenses borne thereby. A copy of the Code of Ethics is available to any client or prospective client upon written request to: compliance@bdtmsd.com. Participation or Interest in Client Transactions The Adviser, its affiliates and BDT & MSD personnel reserve the right to give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for certain Clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Potential conflicts also could arise due to the fact that the Adviser, its affiliates and their personnel could have investments in some Clients, but not in others, or could have different levels of investments in the various Clients. The Adviser has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including the

restrictions placed on personal trading in the Code of Ethics, as described above, and periodic monitoring of employee trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as Client trades. In addition, BDT & MSD personnel may have a direct or indirect pecuniary interest in a Client as a result of (i) direct investments in that Client or (ii) ownership interests in the Adviser’s affiliates that are entitled to receive Management Fees and/or an Incentive Allocation from a Client. A Client or its general partner, as applicable, may reduce all or a portion of Management Fees and/or an Incentive Allocation related to investments held by such persons. Due in part to the fact that potential or current investors in a Client (including purchasers of an investor’s interests in a secondary transaction) or a co-investment opportunity ask different questions and request different information, the Adviser will, in certain cases, provide certain information to one or more prospective or current investors that it does not provide to all of the prospective investors or current investors. In addition, the primary beneficiary of DFO Management, who is an investor in Clients and also an indirect minority owner of the Adviser has in the past and will in the future be given access to certain information not available to other Client investors, and such investor has and expects to participate as an observer in Adviser investment committee meetings. Similarly, DFO Management employees, who are subject to the Code of Ethics, have in part and will in the future be given access to certain information not available to other Client investors. Certain Conflicts of Interest The Adviser and its affiliates engage in a range of financial services activities, including investment activities for their own account. In the ordinary course of conducting its activities, the interests of a Client may conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain material conflicts of interest encountered by a Client, as well as a description of how the Adviser addresses such conflicts of interest, are discussed below. Others are disclosed throughout this Brochure, including in Item 6 with respect to performance fees, and/or in each Client’s Organizational Documents. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion subject to the Clients’ Organizational Documents. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: •

A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of such Client;

•

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant Organizational Documents for the Clients;

•

Consultation with a Client Advisory Committee, where applicable, which may be a Client Advisory Committee for multiple Clients and consist of representatives of investors not affiliated with the Adviser or a committee of members designated by the applicable general partner. These Client Advisory Committees meet as required to consult with the Adviser as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith discretion;

•

The Adviser has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest;

•

Where the Adviser deems appropriate, unaffiliated third parties are used to help resolve conflicts, such as the use of an independent third party to opine as to the fairness of a purchase or sale price; and

•

Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

In addition, certain provisions of a Client’s Organizational Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Client and its ability to achieve its investment objectives. While the Adviser endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Adviser will identify or resolve all conflicts in a manner that is favorable to the Clients and the Clients’ investors are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Warehousing Investments In certain circumstances, the Adviser will cause a Client to purchase from another entity, which may be an affiliated entity, a portfolio investment that was initially acquired (“warehoused”) by such entity prior to the first closing of the Client. Any such warehoused investments are expected to be acquired from the warehousing party for the cost to the warehousing party, as applicable, of such warehoused investment, including any fees and expenses related thereto (including any costs of borrowing or interest attributable thereto) as determined by the warehousing party, and taking into account the impact of any currency fluctuations as determined by the warehousing party, plus an interest charge thereon determined by such warehousing party. However, there is no guarantee that the value of the investment will not have fluctuated, including declining significantly, between the time of acquisition and the date the investment is transferred to the Client, but the Client will remain obligated to acquire such investment for the pre-agreed amount.

Allocation of Investment Opportunities Among Clients The Adviser manages investments on behalf of a number of Clients. Certain Clients (including predecessor and successor funds) have, or are expected to have, investment programs that are the same as, similar to or which otherwise overlap with the investment program of certain other Clients, Co-Investors, clients of its affiliated advisers, and other persons (including, for example, individuals and entities that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Clients in particular transactions and/or individuals or entities acting as “co-sponsors” with the Adviser with respect to a particular transaction) (collectively referred to as, “BDT & MSD Clients”). Therefore, such BDT & MSD Clients will participate alongside each other in investments or otherwise be invested in the same portfolio investments, issuer or borrower. In determining which BDT & MSD Clients should participate in such investment opportunities, the Adviser and its affiliates are subject to conflicts of interests among the BDT & MSD Clients. Except as required by the Organizational Documents, the Adviser is not obligated to recommend any investment to any particular Client. The Adviser and its affiliates must first determine which BDT & MSD Clients will, or are required to, participate in the relevant investment opportunity. The Adviser and its affiliates generally assess whether an investment opportunity is appropriate for a particular BDT & MSD Client based on the Organizational Documents, as well as other factors in the Adviser and its affiliates’ discretion and as described in the relevant Organizational Documents. The Adviser and its affiliates, in their discretion, will determine the allocation of investment opportunities among participating BDT & MSD Clients in a manner that they believe is fair and equitable to such BDT & MSD Clients under the circumstances over time, consistent with their obligations. Generally, such investment opportunities are allocated on a pro rata basis based on available capital, taking into account various factors, which may differ by strategy and by BDT & MSD Clients, and may include, but are not limited to, funding mechanics (e.g., capital commitments and/or one-time subscriptions), liquidity, use of leverage, currency denomination of commitments or subscriptions, and other such factors as determined by the Adviser. However, the Adviser, as well as its affiliates, allocates certain investment opportunities on a non-pro rata basis and in doing so considers a wide range of additional factors as further described in the relevant Organizational Documents. When investments are allocated on a nonpro rata basis, the Adviser will, as deemed appropriate, seek to document the rationale for such allocation. In allocating investment opportunities among the BDT & MSD Clients, the Adviser and its affiliates will not favor or disfavor, consistently or consciously, any Client or class of Clients in relation to any other BDT & MSD Client. However, investments and their characteristics have the potential to change and there can be no assurance that an investment may prove to have been more suitable for another BDT & MSD Client in hindsight. Although sales of investments held by multiple BDT & MSD Clients generally are expected to be sold on a pro rata basis, the Adviser and its affiliates, in their sole discretion, will, in certain cases, sell investments from various BDT & MSD Clients on a non-pro rata basis based on a wide variety of factors including those described above in respect of allocations of investment opportunities. It is possible that one BDT & MSD Client may be selling an investment, while another BDT & MSD Client is retaining or investing more capital in the same investment.

Read the rest in the brochure

Execution Quality The Adviser generally has full discretionary authority to manage its Clients, including the authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the counterparties used to execute such transactions, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures, each Client’s investment guidelines and the duty to seek best execution for its Clients. The determinative factor is not always the lowest possible per security price or commission, but whether the transaction represents the best qualitative and quantitative execution for the Client. The Adviser considers the following factors in selecting brokers for portfolio transactions: (i)

the comfort level with the counterparty, which include, but is not limited to the counterparty’s market familiarity/expertise, reliability/responsiveness, integrity/confidentiality, quality of executions, research capability, financial reasonability and condition, and

(ii)

transaction-specific factors, which include, but is not limited to, best price, commission/costs of a trade, market access/ability, financing terms, trade settlement, ability to handle high volume transactions and willingness to commit capital.

The Adviser is not required to weigh any of these factors equally. The commission rates (or dealer markups and markdowns) charged to the Clients by counterparties in the foregoing circumstances may be higher than those charged by other counterparties who may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor the Clients separately compensate any broker or dealer for any of the other services that they provide to the Adviser or the Clients, although it may choose to do so in any given circumstance for relationship or regulatory reasons, among other things. In addition, in the ordinary course of business, the Adviser may and will utilize broker-dealers, or enter into joint ventures or other counterparty relationships with entities, that employ friends or family members of the Adviser, including individuals who have personal relationships with those who make investment or execution decisions on behalf of the Adviser’s Clients and may benefit, directly or indirectly, from such brokerage business or other business relationships. Soft Dollar Arrangements The Adviser no longer enters into formal soft dollar arrangements with broker-dealers. However, in the ordinary course of business the Adviser could receive unsolicited research reports and brokerage services from full-service broker-dealers as a part of their full range of

services. Such unsolicited materials could benefit Clients and therefore could be construed as soft dollar benefits. Section 28(e) of the Securities and Exchange Act of 1934 (the “Exchange Act”) provides a “safe harbor” to investment managers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to investment managers in the performance of their investment decision-making responsibilities. Although the Adviser has the discretion to use soft dollars to obtain services and products that would not be within the safe harbor afforded by Section 28(e) of the Exchange Act and for which it would otherwise be required to pay in cash, it has no plans to do so, and to the extent the Adviser uses soft dollars on behalf of the Clients, it intends to seek to do so within the safe harbor. Consistent with Section 28(e) of the Exchange Act, research products or services obtained by brokers for execution of transactions in connection with one or more Clients could be used by the Adviser to service one or more other Clients, including Clients that could not have paid for the benefits. Nonetheless, receipt of research or other products or services creates an incentive for the Adviser to select or direct more business to particular broker-dealers. However, the Adviser will execute trades in accordance with the best execution principles outlined above. Brokerage for Client Referrals Neither the Adviser nor any related person receives Client referrals from any broker-dealer or third party. The Adviser or the Clients it advises are introduced to potential investors by its prime brokers and receive other benefits from its prime brokers. In addition, the Adviser may occasionally receive similar benefits from other broker-dealers or counterparties it transacts with. Currently, neither the Adviser nor its Clients compensate such third-party brokers (other than as described in Item 14 below) for introducing the Adviser or its Clients to any potential investors. Such introductions and other products or services that the Adviser receives can present a potential conflict of interest to the extent that the Adviser uses such brokers in connection with brokerage or other activities on behalf of its Clients. However, the Adviser considers a number of factors in attempting to satisfy its fiduciary obligation to seek best execution for its Clients’ securities transactions. Order Aggregation If the Adviser determines that the purchase or sale of the same security is in the best interest of more than one Client, the Adviser could, but is not obligated to, aggregate orders in order to reduce transaction costs. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Adviser. In the event of a partial fill, allocations generally will be made pro rata based on the initial order, but could be modified on a basis that the Adviser deems to be appropriate, including, for example, in order to avoid “odd-lot” positions or de minimis allocations. This could result in allocations of certain investments on other than a pro rata basis. See Item 11 for additional information on investment allocations.

Trade Errors The Adviser will not be responsible for any losses from any trade errors made by it, in respect of Client investments, except to the extent it is liable pursuant to the applicable Organizational Documents of such Clients (i.e., attributable to bad faith, gross negligence, willful misconduct or fraud on the part of the Adviser). Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic system or typographical or drafting errors that result in purchases or sales of the wrong instrument, the wrong quantity of an instrument, or in violation of a regulatory or contractual obligation. Investors should assume that trade errors (or similar errors or deviations from accuracy or correctness in the trade process) will occur and that the Adviser will not be responsible for any resulting losses, unless it breached its standard of care as set out in applicable laws or regulations as well as the applicable Organizational Documents of the respective Client. To the extent there are any gains from any trade errors, such gains will be retained by the applicable Client(s).

Economic Benefits for Providing Services to Clients Other than what is described in Item 11 above, the Adviser does not receive economic benefits from non-Clients for providing investment advice or advisory services to its Clients. In addition, the Adviser and affiliates may, in certain instances, receive discounts or products and services provided by portfolio companies of Clients, clients of the Adviser’s affiliates and/or the customers or suppliers of such portfolio companies. Compensation to Non-Supervised Persons for Client Referrals While not a Client referral arrangement, the Adviser enters into arrangements with unaffiliated third parties, such as placement agents, for introducing investors to it in respect of a particular Client. These arrangements, including the fact that such third parties are compensated, will be disclosed to the affected investors. In such instances, any fees associated with such arrangements will be paid by the Adviser, and not the Client. Any fees payable to any such placement agents generally will be borne by the Adviser indirectly through an offset against the Management Fee under the Organizational Documents, although in certain instances related expenses incurred pursuant to the relevant placement agent or similar agreement, including, but not limited to, placement agent travel, meal and entertainment expenses, may be borne by the relevant Client(s). The practice of bearing such fees over time through offset provides a benefit to the Adviser in that it generally results in prompt payment to the relevant placement agent without requiring the Adviser immediately to fund such amounts, in addition to an expected tax benefit related to the deductible payment of expenses, and investors will not receive interest or other compensation for the time period between placement agent payment and the later date of offset of the relevant amounts against the relevant Management Fees.

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

Oversight and Monitoring Client accounts are reviewed by the relevant portfolio manager(s) who are responsible for the strategies applicable to each Client, and other appropriate investment operations, legal and compliance, and finance personnel on a regular basis. Matters reviewed include the specific investments held by each Client, the percentage of assets in various types of asset classes, the financial and regulatory limits relating to investments, the relative and absolute performance of each Client account and liquidity, and leverage amount of each Client account. A review of a Client account may also be triggered by any unusual activity or special circumstances. Reporting Investors in Clients typically receive monthly or quarterly account statements (from the Client’s administrator) and a copy of the audited financial statements of the relevant Client within 120 days after the fiscal year-end of a Client, where applicable. In addition, monthly or quarterly reports setting forth performance and portfolio data, including an analysis of portfolio exposure, may be provided to investors. In addition to the general Client reporting, the Adviser expects to provide additional information or more frequent information relating to the Clients to one or more investors in connection with a request from a particular investor (e.g., under a side letter or in response to diligence or other requests).

The Adviser is deemed to have “custody” within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”) of the underlying assets or securities held in the name of certain of its Clients, subject to certain exceptions set forth in the Custody Rule and related guidance. In addition to holding Client assets with an unaffiliated, qualified, third-party custodian, these Clients’ assets are generally subject to a year-end audit by a major accounting firm that is a member of, and subject to examination by, the Public Company Accounting Oversight Board (“PCAOB”), and the audited financial statements are then provided to the underlying investors of these Clients within 120 days (or 180 days for funds of funds) of the end of the fiscal year. For separately managed accounts (“SMAs”) managed by the Adviser, a qualified custodian sends account statements at least quarterly directly to the SMA Client, and the SMA Client should closely review those account statements. In addition, the Adviser’s authority over the SMA Client funds or securities is designed to be limited to authorized trading and fee deduction in accordance with the Custody Rule. For Clients that are pooled investment vehicles (and subject to such financial audits and reporting delivery qualifications), the Adviser relies on annual audits in accordance with the Custody Rule requirements for the “pooled vehicle annual audit exception.”

The Adviser generally maintains discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Client. As a general policy, the Adviser does not allow Clients to place limitations on this authority. Pursuant to the terms of the Organizational Documents, however, the Adviser and/or its affiliates have entered, and expect to enter, into side letters or similar arrangements with certain investors whereby the terms applicable to such investor’s investment in a Client are altered or varied, including, in some cases, the right to opt-in or opt-out of certain investments for legal, tax, regulatory or other reasons. With the exception of Clients that have established an SMA, investment advice is provided directly to the Clients, subject to the direction and control of the general partner of each Client, and not individually to the investors in the Clients. This discretionary authority is subject to the terms, investment objectives, policies and restrictions set forth in the Organizational Documents of each such Client. Investment advice is provided directly to SMA Clients, subject to an investment management agreement that establishes the Adviser’s discretionary authority.

In instances where a Client owns securities in which it has the right to vote via shareholder proxy, the Adviser retains proxy voting authority with respect to the voting securities. The Adviser has adopted and implemented proxy voting policies and procedures (“Proxy Voting Policy”) that are designed to reasonably ensure that the Adviser votes proxies, or elects not to vote proxies, in the best interests of its Clients for whom the Adviser has voting authority. All voting decisions initially are referred to the applicable portfolio managers or their designees. In most cases, the portfolio managers or their designees will make the decision as to the appropriate vote for any particular issue. In making such decision, he or she may rely on any of the information and/or research available to him or her. Voting decisions concerning equity securities are reviewed by the Adviser’s Legal and Compliance Department, which will include consideration of whether the Adviser, any investment professional or other person recommending how to vote, any affiliate of the Adviser or client has an interest in the vote that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to voting in accordance with the principles set forth above, the first priority being to act in the best interest of the relevant Clients. The Adviser’s Legal and Compliance Department will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with its independent assessment of the best interests of the Clients. The Adviser has also retained an independent third-party proxy voting service to provide voting analysis and recommendations, assemble proxies for which Clients have voting rights, provide vote execution according to the Adviser’s guidelines and quarterly reports indicating how individual votes are ultimately cast. A copy of the Proxy Voting Policy or information about how the Adviser voted Client proxies is available upon request.

ITEM 18 FINANCIAL INFORMATION

ITEM 19 REQUIREMENTS FOR STATE REGISTERED ADVISERS