BSP NY LLC: investment adviser

(d/b/a Franklin Templeton) (“Franklin Templeton”). Franklin Templeton is also the owner of a number of other affiliated investment advisers including, among others, Apera Asset Management LLP (“Apera”), Benefit Street Partners L.L.C. (“BSP”), BSP CLO Management L.L.C. (“BSP CLO”), Benefit Street Partners Limited (“BSP Ltd.”), and Franklin BSP Capital Adviser LLC (“Franklin BSP”). BSP NY, Apera, BSP, BSP CLO, BSP Ltd., and Franklin BSP integrate certain of their advisory activities, which include overlapping trading and investment strategies. The Adviser, BSP, BSP CLO, and Franklin BSP operate under a single compliance program, with Apera and BSP Ltd. operating under separate, independent compliance programs. Services BSP NY is an investment management platform that primarily focuses on debt-related investments across various market sectors. BSP NY provides discretionary and non-discretionary investment advisory services to the following types of clients: (i) institutional clients, including U.S. registered investment companies (“40 Act Funds”) under the Investment Company Act of 1940, as amended (the “Investment Company Act”); (ii) private funds that are not registered under the Investment Company Act and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”); (iii) collateralized loan obligation vehicles (“CLO Funds”); (iv) other pooled investment vehicles; and (v) to certain separate account clients, single-investor funds and tailored funds. Collectively, the funds, vehicles and account arrangements discussed in this paragraph may be referred to herein, as the context permits, as the “Clients.” Additionally, the Adviser organizes certain other fund Clients which are “feeder” vehicles (each, a “Feeder Fund”) organized to invest exclusively in another fund Client, and/or alternative investment vehicles (each, an “Alternative Investment Vehicle”) organized to address, for example, specific tax, legal, business, accounting or regulatory-related matters that arise in connection with a transaction or transactions. BSP NY also provides non-discretionary investment advice to its affiliate, BSP Ltd. BSP Ltd. is headquartered in the United Kingdom and is authorized and regulated by the Financial Conduct Authority (“FCA”). BSP Ltd. is also a registered investment adviser with the SEC with respect to its clients. BSP Ltd. has expertise in the European credit market and manages a number of

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investment vehicles utilizing investment strategies similar to those utilized by BSP NY, but generally focusing on investments in Europe rather than the U.S. Clients primarily make investments in the sub-investment grade capital markets. BSP NY’s investment strategies are primarily organized into four areas:

Liquid Credit, consisting of U.S. Liquid Loan (i.e. broadly syndicated leverage loans), and BSP High Yield (i.e. high yield bonds);

Special Situations; and

Structured Credit (i.e. investments in collateralized loan obligation securities (“CLOs”)).

See Item 8 for additional information about BSP NY’s investment strategies. Investment advice is generally provided directly to the private fund Clients and not individually to investors therein. Services are provided to the Clients in accordance with an advisory agreement with each of the Clients, advisory or sub-advisory agreements with a Client’s investment adviser, and/or organizational documents of the applicable Client. Investment restrictions for the Clients, if any, are generally set forth in the organizational documents of the applicable Client or the advisory or sub-advisory agreements with the applicable Client. BSP NY also shares internal research and other services with its affiliates, BSP Ltd. and BSP, through a service agreement. In addition, as noted above, BSP NY serves as sub-adviser to several private fund Clients which are advised by BSP Ltd. through a separate sub-advisory agreement. See Item 10 for additional information. Assets Under Management As of December 31, 2025, BSP NY managed approximately $14,241,569,172 of client assets, of which $13,714,810,391 was managed on a discretionary basis and $526,758,781 of which was managed on a non-discretionary basis.

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Further details about certain common fees and expenses are set forth below. Generally, BSP NY’s fees are dependent on the strategy that the account follows. Investors in BSP NY’s private fund Clients should refer to the applicable fund Client’s offering materials for a complete description of BSP NY’s fees. Advisory Fees In respect of each private fund Client, the Adviser is typically paid a quarterly or monthly Advisory Fee, which is paid either in advance or in arrears, in accordance with each such Client’s organizational documents or the applicable advisory or sub-advisory agreement, by such Client. Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain organization or other expenses borne by such Client, as described in more detail below. Consistent with the organizational documents, advisory agreements, and/or sub-advisory agreements for each of the private fund Clients, Advisory Fees are either deducted from capital accounts or billed and, in either case, are generally indirectly borne by investors in such private fund Clients, including any Feeder Funds that invest in such private fund Clients. BSP NY does not receive a separate Advisory Fee directly from such Feeder Fund if the fee is borne directly by the corresponding private fund Client. Advisory agreements with the private fund Clients are generally terminable by the private fund Clients, subject, in some cases, to an applicable notice period or the occurrence of certain conditions or events. Sub-advisory agreements with the private fund Clients are generally terminable by the primary investment adviser, the Adviser and/or the private fund Client. Upon termination of a relevant advisory or sub-advisory agreement, Advisory Fees that have been prepaid are returned on a prorated basis. The precise amount of, and the manner and calculation of, the Advisory Fees for each private fund Client, if any, is disclosed in the organizational and offering documents of such private fund Client at the time each investor invests in the private fund Client, or in the relevant advisory or sub-advisory agreements. Fees are not generally negotiable, though they may be waived or deferred at the discretion of the private fund Client in accordance with such Client’s offering materials. Such Advisory Fees are subject to waiver or reduction by the Adviser for certain investors within a private fund Client. For example, the Adviser, its affiliates, certain of its principals and employees, and their family members and related vehicles may invest in certain of the private fund Clients, and Advisory Fees assessed on such investments are typically substantially reduced or waived entirely. Certain large or strategic investors may also be eligible for a reduction or waiver of their fees. Such waivers and deferrals will cause some Clients or groups of Clients to pay fees that are different from the basic fee schedules disclosed in fund offering materials. Please see the applicable private fund’s offering materials for further information regarding fees. In addition, BSP NY may enter into side

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letter agreements with certain investors in Clients providing such investors with different or preferential rights or terms, including but not limited to different fee structures and co-investment rights. Advisory Fees paid by a private fund Client may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Client’s activities and investments, or by certain organization or other expenses borne by such Client, as described in more detail below. The amount and manner of such reduction, if any, is set forth in the advisory agreement, subadvisory agreement, and/or organizational documents of the applicable private fund Client. To the extent that an Other Fee relates to more than one private fund Client, the Adviser will generally allocate the resulting Advisory Fee reduction among the applicable private fund Client(s) in proportion to their interest (or prospective interest) in the portfolio company. As applicable, private fund Clients that do not pay Advisory Fees will not benefit from any such reduction. Generally, the portion of Other Fees allocable to capital invested by a private fund Client or third-party investor that does not pay Advisory Fees will be retained by the Adviser and such amounts will not offset any management fees. BSP NY provides separate managed account investment advisory services for an Advisory Fee. This Advisory Fee is typically charged as a percentage of a separate managed account’s assets under BSP NY’s management. While this fee is typically expressed as an annual percentage, it is calculated based on average daily, month end, or quarter end net assets, typically includes accrued income and is typically charged on a monthly or quarterly basis, in arrears. BSP NY also offers separate managed accounts with performance-based fees. Clients may select whether fees should be deducted automatically by the custodian from the Client’s assets or billed separately. Clients should review their investment advisory agreement for further information on how BSP NY charges and collects fees. See Item 12. for additional information. Fee Information Valuations A majority of BSP NY’s fees are based on the valuations provided by a Client’s custodian or administrator, as applicable. Generally, BSP NY does not price securities or other assets for purposes of determining fees. A conflict of interest may arise in situations where BSP NY is involved in the determination of the valuation of an investment because BSP NY would benefit by receiving a fee based on the impact, if any, of the increased value of assets in the account. BSP NY has adopted a policy regarding the valuation of Client assets in order to provide a basis for establishing valuations reported by Clients. BSP NY’s controls regarding the valuation of instruments are detailed as set forth below. If vendor pricing is unavailable or BSP NY believes that the market price is unreliable, BSP NY then looks to other observable inputs for the valuations including broker-dealers, index providers, and, if applicable and in the event that a vendor price or other observable inputs are unavailable or deemed unreliable, BSP NY has established a committee comprised of members independent of those managing Client funds to make a reasonable determination of a security’s fair value. Such a valuation committee may seek the support of a third-party valuation service provider in order to verify the proposed fair value of the security in question.

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When pricing an instrument, BSP NY attempts, in good faith and in accordance with applicable laws, to determine the fair value of the security or other assets in question based upon all available factors that BSP NY deems relevant at the time of determination. In determining the fair value of an instrument, BSP NY seeks to determine the price a Client might reasonably expect to receive upon the current sale of an instrument. The price will not be determined based upon what a Client might reasonably expect to receive for selling such security or asset at a later time or if it holds the security to maturity. BSP NY will provide BSP NY’s pricing information or determinations to a Client’s custodian, pricing vendors and/or fund accountants upon reasonable request. Performance-Based Fees BSP NY may from time to time enter into performance-based fee arrangements in accordance with the conditions and requirements of Section 205-(3) of the Investment Advisers Act of 1940 as amended (the “Advisers Act”). Such arrangements are negotiated with each Client and, thus, the terms may vary. However, these arrangements typically provide for a fee based on the market value of the account (at a specified month end, quarter end or based on an average and invoiced on a monthly or quarterly basis in arrears), plus a performance fee based on the portfolio’s return for the relevant billing period. Some accounts have a benchmark and/or a hurdle rate, and others are absolute return strategies. Negotiated Fees BSP NY reserves the right, in BSP NY’s sole discretion, to negotiate or modify (either up or down) the basic fee schedule set forth for any Client due to a variety of factors, including but not limited to: the level of reporting and administrative operations required to service a Client, the investment strategy or style, the number of portfolios or accounts involved, and/or the number and types of services provided to Clients. Because BSP NY’s fees are negotiable, the actual fee paid by any Client may be different from the fees reflected herein. BSP NY may require the inclusion of a performance-based fee in the investment advisory agreement in addition to the asset-based management fee for BSP NY’s separate managed account Clients. See Item 6 for additional information. Other Fees and Expenses Generally, and except as otherwise set forth in the organizational documents of a private fund Client, the Adviser, or, in the case of a sub-advised fund Client, the sub-advised fund Client’s adviser, will ultimately bear all fees and out-of-pocket expenses of any placement agent that solicits investors for such private fund Clients. Such private fund Clients will generally bear all legal and other expenses, including the out-of-pocket expenses of any applicable general partner, incurred in the formation of such private fund Clients up to an amount, if any, specified in the organizational documents of the applicable private fund Client. Organizational expenses in excess of any such amount specified are typically ultimately borne by the Adviser or, in the case of a subadvised fund Client, the sub-advised fund Client’s adviser. Generally, and except as set forth in the organizational documents and/or advisory or sub-advisory agreements of the applicable private fund Client, a private fund Client (other than certain singleinvestor funds or tailored funds) will bear:

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(i) offering and organizational expenses related to the establishment of the private fund (which may include, for non-U.S. vehicles, value added taxes or similar taxes), including legal, accounting, regulatory, and other expenses incurred in connection with the offering of interests in such fund, in certain cases up to a specified maximum amount (exclusive of any such taxes), but excluding placement agent or distributor fees; and (ii) operating and administrative expenses related to the operation of the private fund Client, including fees and expenses directly related to investments; expenses for transactions that are not consummated; borrowing and other financing-related costs (if any); taxes; fees and expenses of administrators, fund accountants and other service providers to the private fund Client; fees and expenses of custodians or, where applicable for non-U.S. vehicles, depositaries; audit, tax, legal, consulting and other professional fees of the private fund Client; data service and pricing vendor costs; expenses of investor meetings; reasonable costs and expenses of any advisory committee (if applicable); insurance; litigation and indemnification expenses; regulatory, compliance and filing fees (including AIFMD, if applicable); and any extraordinary expenses. A private fund Client will generally bear the foregoing expenses regardless of whether such expenses are charged or incurred by affiliates of the general partner (or equivalent) of such private fund Client or affiliates of the Adviser; provided that, for the avoidance of doubt, the Adviser’s own overhead and compensation expenses are not borne by the private fund Client except to the extent expressly permitted by such private fund Client’s governing documents or applicable advisory or sub-advisory agreement. Where an offering or organizational expense cap applies under a private fund Client’s governing documents, expenses above such cap will typically be borne by the Adviser (or, in the case of a sub-advised fund Client, by the sub-advised fund Client’s adviser), unless otherwise provided in the applicable fund documents. For clarity, Advisory Fees are separate from, and do not include, the foregoing fund-level expenses, and any reductions or offsets to Advisory Fees will be as set forth in the applicable advisory or sub-advisory agreement and/or the private fund Client’s governing documents. A separate account Client’s investment advisory agreement may provide that it will incur fees and expenses in addition to BSP NY’s Advisory Fees such as custody, brokerage and other transaction costs, administrative and other expenses. Examples of other costs and expenses may include markups, mark-downs and other amounts included in the price of a security, odd-lot differentials, transfer taxes, wire transfer fees and electronic fund fees. Clients should review their investment advisory agreement for further information on how BSP NY charges and collects fees. See Item 12 for additional information. If allowed by investment guidelines, BSP NY may invest certain Clients in pooled investment vehicles (e.g. BSP NY’s Structured Credit strategies can invest in CLO notes) that themselves bear advisory fees and operational expenses such as advisory, transfer agent, distribution, shareholder servicing, networking and recordkeeping fees. Such pooled investment vehicles may include BSP NY’s Clients and pooled investment vehicle clients advised or sub-advised by BSP NY’s affiliates. BSP NY’s Clients will indirectly bear such pooled investment vehicles’ fees and expenses as an investor in such pooled investment vehicles and, as a result, such Clients will bear higher expenses than if it invested directly in the securities held by such pooled investment vehicle. Please consult fund materials for further fee details.

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Consistent with their organizational documents or advisory and/or sub-advisory agreements, funds Clients generally bear similar expenses and, in the case of the 40 Act Funds, generally will also bear, among other expenses, transfer agency and distribution-related expenses. Except as provided above and in the organizational documents of a Client, the Adviser will typically pay ordinary operating expenses on account of rent and salaries for its personnel, and other routine administrative expenses relating to the services and facilities provided by the Adviser to the Clients. As set forth in their organizational documents, certain Clients also bear an allocable portion of the compensation (including salary, bonus and benefits), expenses and overhead attributable to certain employees of the Adviser and its affiliates, including the originations, underwriting, and trading; in-house accountants, operations personnel, and legal, tax and compliance personnel; and other professionals whose functions may also include the preparation of financial statements, investor reports, tax returns, the administration of assets and expenses of the funds Clients (including co-investment vehicles and feeder funds) and legal and regulatory compliance with applicable laws and regulations. Expenses of the Clients will generally be allocated among all such Clients in accordance with any contractual requirements (“Expense Allocation Requirements”) set forth in each Client’s organizational documents, advisory agreements, sub-advisory agreements, agreements with portfolio companies or, to the extent not addressed in such documents or agreements, in the Adviser’s sole discretion, in each case using good faith and its best judgment. Such allocated expenses will be billed by the Adviser for their portion of such fees or expenses. It is the Adviser’s policy to allocate such fees or expenses in accordance with any Expense Allocation Requirements, if applicable, and other such factors that it determines in its sole discretion to be relevant. This includes the allocation between the Clients of expenses and fees generated in the course of evaluating and making investments which are not consummated, such as out-of-pocket fees associated with due diligence, attorney fees and the fees of other professionals. This may result in (i) pro rata allocation based on capital commitments or Client net asset value (“NAV”), (ii) pro rata allocation based on investment NAV (or anticipated investment) in a specific deal, (iii) equal division of the fees or expenses, (iv) allocation based on the relative benefit to the allocable Client, (v) allocation based on the number of investors, (vi) allocation based on the number of expense parties, or (vii) allocation based on any other equitable manner. From time to time, the general partner of a private fund Client may create certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“SPVs”). In the event the general partner creates an SPV, consistent with the organizational documents of such private fund Client, the SPV, and indirectly, the investors in such SPV, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the SPV. Expenses of the types borne by a private fund Client but associated with any Feeder Fund or similar vehicle organized to facilitate the participation of certain investors in such private fund Client (including without limitation, expenses of accounting and tax services) may be borne in whole or in part by such private fund Client. The Adviser may utilize the services of broker-dealers in connection with investments made by a Client, and any brokerage or other transaction costs are borne by such Client. For additional information regarding brokerage practices, see Item 12. In addition, see Item 6 for information regarding certain Incentive Allocations (as defined below) received by affiliates of the Adviser. -10-

Related Service Fees and Related Other Fees For certain Clients, BSP NY or its employees receive other fees in addition to the Advisory Fee, including commitment fees, break-up fees, directors’ fees, consulting fees, incentive fees or discounts from service providers and similar fees relating to the investments made by a Client and/or to monitoring, management, advisory, transaction-related, financial advisory and other services (“Related Services”) provided by BSP NY or its affiliates to an actual or prospective portfolio company, other investment vehicles of Clients or the Clients themselves, including fees in connection with structuring investments in such portfolio companies, as well as mergers, acquisitions, add-on acquisitions, refinancings, public offerings, sales or other dispositions and similar transactions with respect to such portfolio companies (“Other Fees”). Such Other Fees will generally, for purposes of calculating any Advisory Fee offset, be net of any expenses reasonably incurred by BSP NY or its affiliates in connection with such fees. Although these fees may be substantial and are in addition to Advisory Fees paid by Clients, BSP NY may, in certain circumstances, reduce Advisory Fees in connection with the receipt of certain of these Other Fees. The amount and manner of such reduction is set forth in the advisory agreement and/or organizational and offering documents of the applicable Client. BSP NY and its affiliates may provide loan servicing, administrative and other services with respect to debt issued by portfolio companies of a Client and receive servicing fees, special servicing fees and other similar fees and payments for such services which are not subject to the Advisory Fee reduction arrangement described above. The payment of Other Fees by portfolio companies creates a conflict of interest between BSP NY and its affiliates and the Clients and, in the case of private fund Clients, their investors, because the amounts of these Other Fees and reimbursements are often substantial and the Clients and their investors, as applicable, generally do not have a direct interest in these fees and reimbursements. BSP NY determines the amount of these fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or third party co-investors in its transactions, and the amount of such fees and reimbursements often will not (except in connection with the reductions described herein) be disclosed to investors in private fund Clients. BSP NY and its affiliates may also engage and retain senior advisors, advisers, consultants, and other similar professionals who are not employees or affiliates of BSP NY and who, from time to time, receive payments from, or allocations with respect to, portfolio companies and/or other entities. In such circumstances, such amounts will not be deemed paid to or received by BSP NY and its affiliates and such amounts will not be subject to the sharing arrangements described above. See Item 11 for a discussion of material conflicts of interest created by the receipt of such fees. Additional Fee Information BSP NY does not charge or receive compensation in connection with the sale of investment products. Currently BSP NY has no plans for BSP NY’s employees or supervised persons to accept compensation for the sale of Funds and other pooled investment vehicles that BSP NY manages. Accepting commissions for the sale of such investment products gives rise to a conflict of interest in that it may give BSP NY’s employees an incentive to recommend investment products based on the compensation they will receive, rather than solely on a Client’s needs.

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In general, the Incentive Allocation is based on the portfolio’s gross return in excess of a high water mark, specified benchmark, hurdle rate or preferred return during a designated period of time. However, variations exist depending on, among other things, the strategy followed. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Client, if any, is disclosed in the organizational and offering documents, including the applicable advisory or subadvisory agreement or side letter of each such Client. For more detailed information on how the Incentive Allocation is calculated for BSP NY’s private fund Clients, please refer to the offering and organizational documents of such private fund Clients. The precise amount of, and the manner and calculation of, the Incentive Allocation for each Client, if any, is disclosed in the organizational and offering documents of the applicable Client, or, in the case of a sub-advised fund Client, in the applicable sub-advisory agreement or in a side letter thereto. The Incentive Allocation provisions may be subject to waiver or reduction by the general partner or Adviser, as applicable. For example, the Adviser, its affiliates, certain of its principals and employees, and their family members and related vehicles may invest in the Clients, and the Incentive Allocation assessed on such investments will typically be substantially reduced or waived entirely. In addition, all or a portion of such persons’ capital subscriptions may be made through reductions in or waiver of the Incentive Allocation payable to the general partner by such Fund in lieu of capital contributions. Certain large or strategic investors may also be eligible for a reduction or waiver of their Incentive Allocation. “Side-by-side management” refers to our simultaneous management of multiple types of Client accounts. For example, we manage different types of Client accounts, including pooled investment vehicles and separate managed accounts at the same time. Our Clients have a variety of fees, investment objectives, strategies, limitations and restrictions. Our affiliates likewise manage a variety of Clients, including pooled investment vehicles and separate managed accounts. Side-by-side management gives rise to potential and actual conflicts of interest. For example, the payment by some, but not all, Clients of performance-based fees, and the payment of performancebased fees at varying rates by Clients that pay performance-based fees, creates an incentive for BSP NY to disproportionately allocate time, services or functions to Clients paying the performance-based fees or Clients paying the performance-based fees at a higher rate. Further, with respect to Clients that only pay a management fee and Clients that pay both a management fee and a performance-based fee, BSP NY has a financial incentive to favor Clients with performance-based fees since we may have an opportunity to earn greater fees from such Clients as compared to Clients without performance-based fees. Further, we have an incentive to direct our best investment ideas to Clients that pay performance-based fees, to allocate, aggregate or

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sequence trades in favor of such Clients accounts, and to give such Clients better execution and brokerage commissions. Generally, this conflict is mitigated for the Funds by the Adviser’s allocation procedures. Subject to applicable investment objectives, guidelines and other factors, as discussed in more detail in Item 11 below, the Adviser and its affiliates generally allocate investment opportunities on a prorata basis among eligible Funds and clients based upon the current available capital of such investment vehicle, or in some other manner that the Adviser determines is fair and equitable. Any Alternative Investment Vehicle will generally contain terms and conditions substantially similar to those of the Main Fund with respect to which it is formed and profits and losses of an Alternative Investment Vehicle generally will be aggregated with those of such Main Fund for purposes of determining distributions by the Main Fund and the Alternative Investment Vehicle (except as may be advisable because of legal, regulatory or tax constraints). The payment by the CLO Funds of the Incentive Allocation may create an incentive for the Adviser to seek to maximize the yield on the collateral obligations relative to investments of higher creditworthiness. Managing the CLO Funds with the objective of increasing yield, even though the Adviser is constrained by certain investment restrictions described in the CLO Funds’ organizational documents, could result in an increase in defaults or volatility and could contribute to a decline in the aggregate market value of the CLO Funds’ collateral obligations. Please see Item 11 below for information regarding the allocation of investment opportunities and how conflicts of interest are generally addressed by the Adviser. Please also see Item 12 below regarding trade aggregation.

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All such terms are subject to negotiation. The private fund Clients do not have a minimum size, but minimum investment commitments are generally established for investors in certain of the private fund Clients. The general partner or board of directors of each private fund Client generally may, in their sole discretion, permit investments below the minimum amounts set forth in the offering documents of such private fund Client. Please refer to the offering and subscription documents of such private fund Clients for more specific information.

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Historical financials are also reviewed, with a focus on analyzing the company’s operating performance and ability to generate free cash flow. As part of the investment process, the Adviser employs multiple valuation methodologies to generate proprietary valuations and typically receives information directly from the entity (or its agents and/or representatives) it is investigating as a potential investment opportunity for a Client. Each position is generally evaluated with respect to its expected return and the probability of loss and trading liquidity. Typically, each Client’s portfolio is continually rebalanced in order to maintain proper risk weighting. BSP NY also assesses the transaction exits for a particular investment under multiple scenarios and timelines. As various scenarios unfold, the Adviser monitors the relationship between executable exit value (where one exists) and a proprietary assessment of intrinsic value, derived as part of the Adviser’s investment process. For certain Clients, the Adviser assigns an internal Environmental, Social and Governance (“ESG”) score to prospective and existing portfolio positions, applies exclusion lists (e.g., controversial weapons, thermal-coal mining, adult entertainment) and, where relevant, reconciles external third-party ESG data with internal qualitative assessments. The ESG analysis may influence position sizing, ongoing engagement with borrowers or collateral managers, and exit decisions. BSP NY’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of Clients, managing and monitoring the performance of such investments and disposing of such investments. Where Clients acquire an influential position, the Adviser may be in a position to exercise influence over and add value to such investments. The Clients make investments in both publicly-listed and privately-held companies. In addition, the Adviser may provide advice concerning the following securities and instruments, among others:

Bonds, convertible securities and equity securities including warrants issued by foreign or domestic issuers and denominated in foreign currencies or U.S. dollars;

Private placements or other securities that are not registered or are exempt from registration under the Securities Act, such as Rule 144A securities;

Bank loans, bank participations, loans, and loan originations;

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Domestic and international convertible securities including, but not limited to (a) convertible securities that are convertible or exchangeable into equity securities of publicly traded U.S. companies, and (b) convertible securities that are convertible or exchangeable into equity securities of foreign companies listed on a foreign exchange or represented by American Depository Receipts listed on the New York Stock Exchange or the NYSE Alternext U.S. (formerly known as the American Stock Exchange);

Futures contracts, forward contracts, swaps, swaptions, hybrid securities, other ‘synthetic’ or derivative instruments, short sales, trades executed on margin, credit-linked notes, credit default notes and credit swaps;

Repurchase agreements; and

Securities that are secured or collateralized by non-investment grade U.S. and European liquid loans (collateralized loan obligations or “CLOs”).

BSP NY’s investment strategy is generally not subject to specific restrictions regarding the exposure of a Client’s overall portfolio or investments in a single issuer or a single industry. However, the Adviser, from time to time, adopts internal guidelines regarding its exposure and such investments. Risks Below is a summary of the different risks dependent upon the investment strategy. There are also different risks depending on the type of Client account BSP NY manages (i.e., BSP NY’s CLO Funds have different risks than BSP NY’s private fund Clients.) CLOs have third parties invested from the senior-most tranche funding the CLO capital structure (typically rated AAA at its launch) through to the equity, and these make up the liability side of a CLO balance sheet (whereas the loans in which a CLO is invested make up the asset side of the balance sheet). The senior tranches have priority in payouts but the returns by design are lower than the average aggregate returns on the loans that CLOs hold as assets. This provides the leverage and therefore the return arbitrage needed to generate more attractive and higher returns to the subordinated debt and equity tranches of the capital structure. In CLOs, the leverage adds a measure of risk to returns as both gains and losses are magnified. Diversification reduces the risk and impact of any individual credit default or any specific industry facing problems. Unleveraged Clients do not rely on leverage to generate additional returns. As in all Clients invested in assets with lower absolute returns, loss avoidance is important, but because there is a lack of leverage, losses and gains on individual investments do not have a magnified impact on the Client. Risk and return are more balanced in an unleveraged Client and will therefore tend towards fewer, more selective investments, but diversification remains important. Investing in securities involves a substantial degree of risk. A Client may lose all or a substantial portion of its investments, and investors in Clients must be prepared to bear the risk of a complete loss of their investments. The risks set forth below represent a general summary of the material risks relating to the investment strategies and methods of analysis described above and the types of securities typically -16-

purchased by or for Clients in connection with those strategies and methods. If applicable, please refer to the “Risk Factors” section in the offering and organizational documents of the private funds and other Clients for a more detailed discussion of the risks involved in an investment. In the case of a conflict between these risks and those in the offering and organizational documents, the offering and organizational documents will control.

General Risks. Each investment strategy BSP NY offers invests in a variety of securities and employs a number of investment techniques that involve certain risks. Investments involve risk of loss that Clients and investors in BSP NY’s Clients, as applicable, should be prepared to bear. BSP NY does not guarantee or represent that its investment program will be successful. BSP NY’s past results are not necessarily indicative of its future performance, and its investment results may vary over time. BSP NY cannot assure Clients or investors that BSP NY’s investments of their money will be profitable, and in fact, they could incur substantial losses. Clients’ and investors’ investments with BSP NY are not a bank deposit and are not insured or guaranteed by the U.S. Federal Deposit Insurance Corporation (“FDIC”) or any other government agency.

Allocation Risk. The asset classes in which the strategy seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so the strategy will be affected by its allocation among the various asset classes. If the strategy favors exposure to an asset class during a period when that class underperforms, performance may be hurt.

Artificial Intelligence Technologies. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), including, for example, the OpenAI ChatGPT application, create opportunities as well as risks for the Adviser, Clients, their respective affiliates and portfolio companies. While the Adviser is evaluating ways to utilize AI Technologies in connection with its business, operating and investment activities, it expects certain of its portfolio companies will use such technologies. Actual usage of such AI Technologies will vary across the business of the Adviser, and while the Adviser expects from time to time to adopt and adjust usage policies and procedures governing the use of AI Technologies by its personnel, there is a risk of misuse of such AI Technologies. Further, AI Technologies are highly reliant on the collection and analysis of large amounts of data and complex algorithms, but it is not possible or practicable to incorporate all relevant data into models that AI Technologies utilize to operate, nor does the Adviser generally expect to be involved in the collection of such data or development of such algorithms in the ordinary course. Therefore, it is expected that data in such models will contain a degree of inaccuracy and error, and potentially materially so, and that such data as well as algorithms in use could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of AI Technologies and could adversely impact the Adviser, Clients, their respective affiliates or Clients’ portfolio companies to the extent they rely on the work product of such AI Technologies. The volume and reliance on data and algorithms also make AI Technologies, and in turn the Adviser, Clients and their portfolio companies, to the extent such AI Technologies are used, more susceptible to cybersecurity threats. In addition, the Adviser, Clients, their respective affiliates and Clients’ portfolio companies -17-

could be exposed to risks to the extent third-party service providers, or any counterparties, use AI Technologies in their business activities. BSP NY will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing AI Technologies are provided. In addition, AI Technologies may be competitive with the business of certain portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services (particularly as the capabilities of AI Technologies improve), and accordingly the increased adoption and use of AI Technologies may have an adverse effect on portfolio companies or their respective businesses. Moreover, use of AI Technologies could include the input of confidential information (including material non-public information) in contravention of applicable non-disclosure agreements or policies and procedures and could result in such confidential information becoming part of a dataset that is accessible by AI Technologies’ applications and users. AI Technologies and their current and potential future applications, including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks related thereto.

Bank Loans and Participations Risk. Bank loans and derivatives of bank loans and participations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of the strategy to directly enforce its rights with respect to participations. In analyzing each bank loan assignment or swap, BSP NY must compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the investors.

Banking Risks. The Clients will maintain funds with one or more banks or other depository institutions, which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom a Client, its investments, the Adviser, and its affiliates may transact may inhibit the ability of a Client or its investments to access depository accounts or lines of credit at all or in a timely manner. In such cases, a Client may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Client. In the event of such a failure of a banking institution where a Client or one or more of its investments holds depository accounts (including accounts used for depositing principal and interest payments from borrowers on loans owned by a Client) access to such accounts could be restricted and FDIC protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Client and its affected investments may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the

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residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to a Client or its investments. One or more investors or affiliates of the Adviser could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, the Adviser and its affiliates may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails.

Borrower Bankruptcy. The borrowers in respect of loans or other securities constituting a Client’s assets may seek the protection afforded by bankruptcy, insolvency and other debtor relief laws. One of the protections offered in certain jurisdictions in such proceedings is a stay on required payments on such securities or loans. A stay on payments to be made on the assets of a Client could adversely affect the value of those assets and the Client itself. Other protections in such proceedings include forgiveness of debt, the ability to create super-priority liens in favor of certain creditors of the debtor and certain welldefined claims procedures. Additionally, the numerous risks inherent in the bankruptcy process create a potential risk of loss by a Client of its entire investment in any particular investment.

Borrower Fraud. Fraud by potential borrowers could cause Clients to suffer losses. A potential borrower could defraud a Client by, among other things: directing the proceeds of collections of its accounts receivable to bank accounts other than the Client’s established lockboxes; failing to accurately record accounts receivable ageing; overstating or falsifying records showing accounts receivable; or providing inaccurate reporting of other financial information. The failure of a potential borrower to report its financial position accurately, comply with loan covenants or be eligible for additional borrowings could result in the loss of some or the entire principal of a particular loan or loans.

Call Risk. Some bonds/mezzanine debt instruments (collectively “bonds”) give the issuer the option to call, or redeem, the bonds before their maturity date. If an issuer “calls” its bond during a time of declining interest rates, the strategy might have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of “callable” issues are subject to increased price fluctuation.

CFIUS and non-US foreign direct investment regulations. The Committee on Foreign Investment in the United States (“CFIUS”) is an interagency body of the U.S. government authorized to evaluate risks to U.S. national security posed by certain investments in the United States by non-U.S. persons. In addition, non-U.S. regulators also regulate foreign direct investment in non-U.S. jurisdictions, including to address national security considerations (all such laws and regulations, including those administered by CFIUS, “FDI Laws and Regulations”). Depending on the particulars of a given investment, a Client may be obligated to take certain actions to address risk relating to FDI Laws and Regulations. These actions could include, among others, restrictions on investors whose participation may subject a Client or its investments to the jurisdiction of CFIUS or another regulator, including voting restrictions. In the event that CFIUS or another regulator

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reviews an investment, that regulator could seek to impose mitigation measures, including conditions affecting the management or operation of an investment target. Furthermore, if CFIUS or another regulator were to determine that the identified national security risk cannot be adequately mitigated, the regulator could take action to seek to block the investment. Considerations related to FDI Laws and Regulations could affect the timing of investments and/or a Client’s competitive position or ability to secure nonpassive rights in respect of such investment.

Closed-End Investment Companies – Valuation Risk. The interests of a closed-end investment company at times trade above (a premium) or below (a discount) the net asset value of such entity’s portfolio. At times, discounts could widen, or premiums could shrink either diluting positive performance or compounding negative performance. There is no assurance that discounted entities will appreciate to their net asset value.

CLO Warehouses. Certain Clients invest in CLO warehouses. Such investments represent speculative leveraged investments in the collateral being warehoused and are subject to risks similar to the risks of CLO investing, although without certain of the related structural protections. In addition, such investments are subject to structural and event risks associated with, among other things, (i) the possibility that the related CLO does not close, resulting in the liquidation of the collateral on potentially unfavorable terms, and (ii) the ability of senior participants in the facility to require sales of collateral and to block purchases of collateral. If any of the foregoing events occur or other risks related to CLO warehouses materialize, a Client may incur material losses and an investment in such Client may be materially adversely affected.

Convertible Securities Risk. Convertible securities may be converted at either a stated price or stated rate into underlying shares of common stock. Convertible securities generally are subordinated to other similar but non-convertible securities of the same issuer. Although to a lesser extent than with fixed-income securities, the market values of convertible securities tend to decline as interest rates increase. In addition, because of the conversion feature, the market values of convertible securities tend to vary with fluctuations in the market value of the underlying common stock. Although convertible securities are designed to provide for a stable stream of income, they are subject to the risk that their issuers may default on their obligations. Convertible securities also offer the potential for capital appreciation through the conversion feature, although there can be no assurance of capital appreciation because securities prices fluctuate. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality because of the potential for capital appreciation.

Corporate and Other Debt Obligations Risk. Corporate and other debt obligations, including commercial paper, are subject to the risk of an issuer’s inability to meet principal and interest payments on the obligations.

Counterparty Creditworthiness Risk. Under certain conditions, a counterparty to a transaction could default and the market for certain securities or financial instruments in which the counterparty deals may become illiquid.

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Counterparty Risk. The risk that a counterparty in a repurchase agreement or other derivative investment could fail to honor the terms of its agreement. Under a repurchase agreement, the seller agrees to repurchase a security at a mutually agreed-upon time and price. If the seller in a repurchase agreement transaction defaults on its obligation under the agreement, a Client may suffer delays and incur costs or lose money in exercising its rights under the agreement.

Country Industry and Sector Allocation Risk. While the portfolio managers use the country and sector weightings of the strategy’s benchmark index as a guide in structuring the strategy’s portfolio, they may overweight or underweight certain countries or sectors relative to the index. This may cause the strategy’s performance to be more or less sensitive to developments affecting those countries or sectors. Legal, tax and regulatory changes, such as certain sanctions imposed by governments, may occur, which may restrict the strategy’s ability to purchase, hold or sell certain constituents of the relevant index in their appropriate proportions or otherwise adversely affect the ability of the strategy to pursue its indexing strategy.

Country, Industry and Market Sector Risk. The strategy may be overweighted or underweighted, relative to the selected benchmark in companies in certain countries, industries or market sectors, which may cause the strategy’s performance to be more or less sensitive to positive or negative developments affecting these countries, industries or sectors. In addition, the strategy can, from time to time, invest a significant portion (more than 25%) of its total assets in securities of companies located in particular countries, such as the United Kingdom and Japan, depending on such country’s representation within the Client’s selected benchmark.

Credit Default Swaps (“CDS”). The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract provided that no event of default on an underlying obligation has occurred. If a “credit event” occurs, the seller must pay the buyer the full notional value, or “par value,” of the obligation. CDS transactions are either “physical settled” or “cash settled.” Physical settlement entails the actual delivery by the buyer of the reference asset to the seller in exchange for the payment of the full par value of the reference asset. Cash settled entails a net cash payment from the seller to the buyer based on the difference of the par value of the reference asset and the current market value of the reference asset. The portfolio may be either the buyer or seller in a CDS transaction. CDS can be used to address the perception of the Client that a particular credit, or group of credits, may experience credit improvement or deterioration. In the case of expected credit improvement, the portfolio may sell credit default protection in which it receives a premium to take on the risk. In such an instance, the obligation of the portfolio to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The portfolio may also buy credit default protection with respect to a reference entity if there is a high likelihood of perceived credit deterioration or for risk management purposes. In such instance, the portfolio will pay a premium regardless of whether there is a credit event. If the portfolio is a buyer and no credit event occurs, the portfolio will have made a series of periodic payments and recover nothing of monetary value. However, if a credit event occurs, the portfolio (if the buyer) will receive the full notional value of the reference obligation either through a cash or -21-

physical settlement. As a seller, the portfolio receives a fixed rate of income throughout the term of the contract, which typically is between six months and five years (but may be longer), provided that there is no credit event. CDS transactions involve greater risks than if the portfolio had invested in the reference obligation directly. The CDS market in high yield securities is comparatively new and rapidly evolving compared to the CDS market for more seasoned and liquid investment-grade securities, creating the risk that the newer markets will be less liquid and be difficult to exit or enter into a particular transaction.

Credit Risk. Failure of an issuer to make timely interest or principal payments when due, or a decline or perception of a decline in the credit quality of a security, can cause a security’s price to fall, lowering the value of the portfolio’s investment in such security. The lower the security’s credit rating, the greater the chance the issuer of the security will default or fail to meet its payment obligations. See also “High Yield Securities Risk.”

Custodial Risk. One or more banks or broker-dealers may act as custodians for certain assets of a Client. Custodians could provide certain clearing, including prime brokerage, margin financing or other financing facilities in addition to custodial functions. If a custodian were to become insolvent, a Client would, in respect of financial assets credited to securities accounts and held in street name, have only rights in common with other customers of the custodian and would not have ownership of, or rights with respect to, any specific financial assets maintained by the custodian. If any custodian has insufficient financial assets to satisfy all of its customers and its secured creditors, a Client could suffer losses. Furthermore, if a Client uses a broker-dealer as custodian (or prime broker), the bankruptcy of such custodian might have a greater adverse effect on a Client than would be the case if the Client used a bank as custodian. This is because, subject to certain limitations, a broker generally has the ability to loan, pledge, and rehypothecate the securities in its customers’ accounts, as is typical market practice, and therefore may have insufficient assets to meet all of its obligations to “customers” in the event of insolvency of the broker-dealer. Even if a custodian has sufficient assets to meet all “customer” claims, there may be a substantial delay in proceedings against a custodian, and the assets of a Client could become substantially impaired during such proceedings. With respect to assets held with custodians outside of the U.S., a Client’s assets could be subject to laws and regulations that are less favorable to a Client than those of the U.S. (including with respect to the priority of any claims that a Client may have upon a bankruptcy, insolvency or liquidation of any custodian, which may result in a Client being an unsecured creditor of such custodian rather than having a priority “customer” claim). Placement of a custodian in bankruptcy or similar proceeding outside of the U.S. could result in a great deal of uncertainty as to the status of assets or the ultimate recovery, if any, of such assets held by such custodian. SEC rules require the prime brokers to maintain physical possession and control of fully paid securities held in a Client’s account and to establish certain reserves for the benefit of customers. In order to manage the risks associated with prime broker insolvency, a Client may establish relationships with multiple prime brokers. However, a Client may not be able to identify potential solvency concerns with respect to a Client’s prime brokers or to transfer assets from one prime broker to another prime broker in a timely manner.

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A Client may change the brokerage arrangements described above at any time without notice. There are likely to be operational and other delays associated with changes in prime brokerage arrangements.

Cybersecurity Risk. In addition to the risks described above that primarily relate to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. Cybersecurity attacks include electronic and non-electronic attacks that include but are not limited to gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cybersecurity attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial of service attacks on websites (i.e., efforts to make services unavailable to intended users). As the use of technology has become more prevalent, BSP NY and the Client accounts BSP NY manages have become potentially more susceptible to operational risks through cybersecurity attacks. These attacks in turn could cause BSP NY and Client accounts (including private fund Clients) BSP NY manages to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which BSP NY invests, counterparties with which it engages in transactions, third-party service providers (e.g., a Client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. While cybersecurity risk management systems and business continuity plans have been developed and are designed to reduce the risks associated with these attacks, there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed, especially since BSP NY does not directly control the cybersecurity systems of issuers or third-party service providers.

Data Protection. Laws and regulations related to privacy, data protection and information security could increase costs, and failure to comply with applicable laws and regulations could result in fines, sanctions or other penalties. Clients and their portfolio companies are subject to regulations related to privacy, data protection and information security in jurisdictions in which they conduct business. As these regulations are implemented, interpreted and applied, compliance costs may increase. Complying with various existing, proposed, or yet to be proposed laws, regulations, amendments to or re-interpretations of existing laws and regulations, and contractual or other obligations relating to privacy, data protection, data transfers, data localization, or information security may require Clients and their portfolio companies to make changes to their services to enable them to meet new legal requirements, incur substantial operational costs, modify their data practices and policies, and restrict their business operations. Any actual or perceived failure to comply with these laws, regulations, or other obligations may lead to significant fines, penalties, regulatory investigations, lawsuits, costs for remediation, and other liabilities. The costs of the Clients’ compliance with, and other burdens imposed by, applicable data protection laws will be borne (whether directly or indirectly) by Clients and investors in Clients, as

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applicable, and may, therefore, affect any returns that would otherwise be available to investors in the Clients.

Dependence on Key Personnel. In managing and directing Clients, the Adviser may rely heavily on certain key personnel of the Adviser. The departure of any such key personnel or their inability to fulfill certain duties may adversely affect the ability of the Adviser to effectively implement the investment programs of Clients.

Derivatives Risk. A small investment in derivatives could have a potentially large impact on a strategy’s performance. The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in the underlying assets, and the use of derivatives may result in losses. Derivatives in which BSP NY may invest can be highly volatile, illiquid and difficult to value, and there is the risk that changes in the value of a derivative held by the strategy will not correlate with the underlying instruments or the strategy’s other investments in the manner intended. Derivative instruments also involve the risk that a loss is sustained as a result of the failure of the counterparty to the derivative instruments to make required payments or otherwise comply with the derivative instruments’ terms. As many derivatives have a leverage component, adverse changes in the value or level of the underlying asset, reference rate or index can result in a loss substantially greater than the amount invested in the derivative itself on its nominal value. Certain derivatives have the potential for unlimited loss, regardless of the size of the initial investment. Certain types of derivatives, including swap agreements, forward contracts and other over-the-counter transactions, involve greater risks than the underlying obligations because, in addition to general market risks, they are subject to illiquidity risk, counterparty risk, credit risk and pricing risk. Additionally, some derivatives involve economic leverage, which could increase the volatility of these investments as they fluctuate in value more than the underlying instrument. See also “Leverage Risk.”

Emerging Market Risk – Fixed Income. The securities of issuers located in emerging markets tend to be more volatile and less liquid than securities of issuers located in the markets of more mature economies, and generally have less diverse and less mature economic structures and less stable political systems than those of developed countries. The fixed income securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. In addition, such securities often are considered to be below investment grade credit quality and predominantly speculative. The imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments, or problems in share registration, settlement or custody, may also result in losses.

Eurozone. The functioning of the Euro as a single currency across the Eurozone has been under considerable pressure in recent years. The situation, particularly in those countries where sovereign default is perceived to be more likely, may deteriorate during the life of a Client. It is possible that the Euro may cease to be the national currency of some or even all of the countries currently comprising the Eurozone. If this were to occur it could have a significant adverse effect on Clients, the performance of certain investments (in particular

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any Euro-denominated investments or investments with exposure to Eurozone economies) and their ability to fulfil their investment objectives.

Fixed-Income Market Risk. The market value of a fixed-income security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. The fixed-income securities market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States and in other countries. During periods of reduced market liquidity, a Client may not be able to readily sell fixed-income securities at prices at or near their perceived value. If the portfolio needed to sell large blocks of fixed-income securities to meet redemption requests or to raise cash, those sales could further reduce the prices of such securities. An unexpected increase in portfolio redemption requests, including requests from investors who may own a significant percentage of the portfolio, which may be triggered by market turmoil or an increase in interest rates, could cause the portfolio to sell its holdings at a loss or at undesirable prices and adversely affect the portfolio’s price and increase the portfolio’s liquidity risk, portfolio expenses and/or taxable distributions. Economic and other market developments can adversely affect fixedincome securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., “market making”) activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. Policy and legislative changes worldwide are affecting many aspects of financial regulation. The impact of these changes on the markets, and the practical implications for market participants, may not be fully known for some time.

Floating Rate Loan Risk. Unlike publicly traded common stocks which trade on national exchanges, there is no central place or exchange for loans to trade. Loans trade in an overthe-counter market, and confirmation and settlement, which are effected through standardized procedures and documentation, may take significantly longer than seven days to complete. Loans trade in an over-the-counter market and are confirmed and settled through standardized procedures and documentation Extended trade settlement periods may, in unusual market conditions with a high volume of shareholder redemptions, present a risk to shareholders regarding a Client’s ability to pay redemption proceeds within the allowable time periods stated in this prospectus. The secondary market for floating rate loans also may be subject to irregular trading activity and wide bid/ask spreads. The lack of an active trading market for certain floating rate loans may impair the ability of the portfolio to realize full value in the event of the need to sell a floating rate loan and may make it difficult to value such loans. There may be less readily available, reliable information about certain floating rate loans than is the case for many other types of securities, and the strategy’s portfolio managers may be required to rely primarily on their own evaluation of a borrower’s credit quality rather than on any available independent sources. The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the issuer’s obligations in the event of non-payment of scheduled -25-

interest or principal or may be difficult to readily liquidate. In the event of the bankruptcy of a borrower, the portfolio could experience delays or limitations imposed by bankruptcy or other insolvency laws with respect to its ability to realize the benefits of the collateral securing a loan. The floating rate loans in which the portfolio invests typically will be below investment grade quality and, like other below investment grade securities, are inherently speculative. As a result, the risks associated with such floating rate loans are similar to the risks of below investment grade securities, although senior loans are typically senior and secured in contrast to other below investment grade securities, which are often subordinated and unsecured. Floating rate loans may not be considered to be “securities” for purposes of the anti-fraud protections of the federal securities laws, including those with respect to the use of material non-public information, so that purchasers, such as a Client, may not have the benefit of these protections.

Forward Foreign Currency Exchange Transactions. BSP NY engages in spot transactions and use forward/foreign exchange swap contracts to protect against uncertainty in the level of future exchange rates. For example, these portfolios use forward contracts in connection with existing portfolio positions to lock in the EUR or fund base currency value of those positions, to increase a portfolio’s exposure to foreign currencies that rise in value relative to the EUR or to shift the portfolio’s exposure to foreign currency fluctuations from one country to another. The precise matching of the forward/swap contract amounts, and the value of the securities involved, will not generally be possible because the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. Accordingly, it may be necessary for a portfolio to purchase additional foreign currency on the spot (that is, cash) market and bear the expense of such purchase if the market value of the security is less than the amount of foreign currency the portfolio is obligated to deliver and if a decision is made to sell the security and make delivery of the foreign currency.

Foreign Currency Risk. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar, or in the case of hedged positions, that the U.S. dollar will decline relative to the currency being hedged. Currency exchange rates can fluctuate significantly over short periods of time. A decline in the value of foreign currencies relative to the U.S. dollar will reduce the value of securities held by the strategy and denominated in those currencies. Foreign currencies are also subject to risks caused by inflation, interest rates, budget deficits and low savings rates, political factors, and government controls. Certain of the positions taken by Clients are designed to profit from forecasting currency price movements. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position, may not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. Through the use of various types of foreign currency transactions, Clients may be exposed to the performance of a particular currency or currencies to hedge or contribute to the performance of such Clients. There can be no assurance that BSP NY will employ a successful currency program, and Clients could incur losses attributable to its currency activities when the value of the functional currency of such Clients weakens against the -26-

other currencies of such Clients. In addition, Clients will incur transaction costs in connection with the currency strategy designated by BSP NY.

Foreign Government Obligations and Securities of Supranational Entities Risk. Investing in the sovereign debt of emerging market countries creates exposure to the direct or indirect consequences of political, social or economic changes in the countries that issue the securities or in which the issuers are located. The ability and willingness of sovereign obligors in emerging market countries or the governmental authorities that control repayment of their debt to pay principal and interest on such debt when due depends on general economic and political conditions within the relevant country. Certain countries in which the strategy may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates and extreme poverty and unemployment. Some of these countries are also characterized by political uncertainty or instability. Additional factors which influence the ability or willingness to service debt include a country’s cash flow situation, the availability of sufficient foreign exchange on the date a payment is due, the relative size of its debt service burden to the economy as a whole and its government’s policy towards the International Monetary Fund (“IMF”), the International Bank for Reconstruction and Development (“IBRD”) and other international agencies. The ability of a foreign sovereign obligor to make timely payments on its external debt obligations also will be strongly influenced by the obligor’s balance of payments, including export performance, its access to international credit and investments, fluctuations in interest rates and the extent of its foreign reserves. A governmental obligor may default on its obligations. Some sovereign obligors in emerging market countries have been among the world’s largest debtors to commercial banks, other governments, international financial organizations, and other financial institutions. These obligors, in the past, have experienced substantial difficulties in servicing their external debt obligations, which led to defaults on certain obligations and the restructuring of certain indebtedness.

Foreign Investment Risk. Special risks associated with investments in foreign companies include exposure to currency fluctuations, less liquidity, less developed or less efficient trading markets, lack of comprehensive company information, political or economic instability, seizure or nationalization of assets, imposition of taxes or repatriation restrictions and differing auditing and legal standards. The securities of issuers located in emerging markets can be more volatile and less liquid than those of issuers in more mature economies. The imposition of sanctions, confiscations, trade restrictions (including tariffs) and other government restrictions by the United States and other governments, or problems in share registration, settlement, or custody, may also result in losses, particularly in light of the: (i) recent sanctions levied against Russian interests due to the conflict in Ukraine and (ii) the December 2020 Presidential Executive Order prohibiting U.S. persons from transacting in certain securities and derivatives of publicly traded securities of any company designated as a “Communist Chinese military company.” A Client generally may hold foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit a Client’s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, -27-

goes bankrupt. In addition, it is often more expensive for a Client to buy, sell and hold securities in certain foreign markets than in the United States or other jurisdictions where a Client regularly invests. The increased expense of investing in foreign markets reduces the amount a Client can earn on its investments and typically results in a higher operating expense ratio for such Client than for investment companies invested only in the United States.

Futures Contracts. Futures contracts generally provide a high degree of liquidity and a low level of counterparty performance and settlement risk. While the use of futures contracts by a portfolio can amplify a gain, it can also amplify a loss. This loss can be substantially more money than the initial margin posted by the portfolio pursuant to the contracts. There is no assurance of market liquidity for futures contracts, whether traded on an exchange or in the over-the-counter market and, as a result, there may be times when a portfolio would not be able to close a future investment position when it wanted to do so. Upon entering into a futures transaction, a portfolio will generally be required to deposit an initial margin payment with the futures commission merchant (the “futures broker”). The initial margin payment will be deposited with a portfolio’s custodian in an account registered in the futures broker’s name; however, the futures broker can gain access to that account only under specified conditions. As the future is marked-to-market to reflect changes in its market value, subsequent margin payments, called variation margin, will be paid to or by the futures broker on a daily basis. Prior to expiration of the future, if a portfolio elects to close out its position by taking an opposite position, a final determination of variation margin is made, additional cash is required to be paid by or released to the portfolio, and any loss or gain is realized for tax purposes. Position limits also apply to futures traded on an exchange. An exchange can order the liquidation of positions found to be in violation of those limits and may impose certain other sanctions. Initial margin is posted to a collateral pool which may be used to cover third-party liabilities in an event of default by a clearing broker or a major clearing broker’s client.

Government Securities Risk. Not all obligations of the U.S. government’s agencies and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some obligations are backed only by the credit of the issuing agency or instrumentality, and in some cases, there is some risk of default by the issuer. Any guarantee by the U.S. government or its agencies or instrumentalities of a security held by the strategy does not apply to the market value of such security. A security backed by the U.S. Treasury or the full faith and credit of the United States is guaranteed only as to the timely payment of interest and principal when held to maturity. In addition, because many types of U.S. government securities trade actively outside the United States, their prices rise and fall as changes in global economic conditions affect the demand for these securities.

Health Care Sector Risk. For investments focused on health care and related sectors, the value of a Client’s investment will be affected by factors particular to those sectors and may fluctuate more widely than that of a strategy which invests in a broad range of industries. Health care companies are subject to government regulation and approval of their products and services, which can have a significant effect on their market price. The types of products or services produced or provided by these companies may quickly become obsolete. Moreover, liability for products that are later alleged to be harmful or -28-

unsafe can be substantial and have a significant impact on the health care company’s market value and/or share price. Biotechnology and related companies are affected by patent considerations, intense competition, rapid technology change and obsolescence, and regulatory requirements of various federal and state agencies. In addition, some of these companies are relatively small, have thinly traded securities, do not yet offer products, have persistent losses during a product’s transition from development to production, or exhibit erratic revenue patterns. The stock prices of these companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny.

High-Yield Bond Risk. High yield bonds involve greater credit risk, including the risk of default, than investment grade bonds, and are considered predominantly speculative with respect to the issuer’s ability to make principal and interest payments. The prices of highyield bonds can fall dramatically in response to bad news about the issuer, its industry, or the economy in general. Such securities are generally not exchange traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. In addition, certain Clients will invest in bonds of issuers that do not have publicly traded securities, making it more difficult to hedge the risks associated with such investments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities and increase the incidence of default of such securities.

Inflation Risk. Inflation is a sustained rise in overall price levels. Moderate inflation is associated with economic growth, while high inflation can signal an overheated economy. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money (i.e., as inflation increases, the values of the Clients’ assets can decline). Inflation poses a “stealth” threat to investors because it reduces savings and investment returns. Central banks, such as the U.S. Federal Reserve, generally attempt to control inflation by regulating the pace of economic activity, such as by raising and lowering short-term interest rates. At times, governments may attempt to manage inflation through fiscal policy, such as by raising taxes or reducing public spending to curb demand. However, such governmental efforts can have negative effects on the overall level of economic activity and investment performance. The U.S. and other developed economies have recently experienced higher-than-normal inflation rates, with the U.S. experiencing inflation at levels not seen in decades. For example, in 2022, the U.S. Federal Reserve Board responded to accelerated inflation by implementing aggressive monetary tightening policies, including by significantly raising interest rates. The U.S. Federal Reserve Board has signaled that further tightening may be -29-

necessary if inflationary pressures persist. These measures, while aimed at curbing inflation, can slow economic growth and negatively affect financial markets. Inflation and rapid fluctuations in inflation rates have had, and may in the future have, adverse effects on the economies and financial markets of both developed and emerging markets. Rising input costs—such as wages, energy, and construction materials—can reduce profitability for portfolio companies, particularly if they are unable to pass such costs on to customers. If a portfolio company cannot increase its operating income in times of high inflation, its profitability and liquidity may be adversely affected. Conversely, during periods of deflation, portfolio companies may face declining revenues without the ability to proportionately reduce expenses, which can similarly harm performance. Additionally, the imposition or threat of new or increased protectionist trade policies, including the potential imposition or expansion of tariffs, new restrictions on foreign goods and services, and changes to key bilateral and multilateral trade agreements could contribute to inflation by, among other things, raising production costs and limiting supply. These inflationary effects may be passed on to consumers in the form of higher prices, further exacerbating inflation and potentially prompting more aggressive monetary policy responses from governmental authorities. Clients’ investments may not keep pace with inflation, which may result in losses to investors.

Interest Rate Risk. Prices of bonds and other fixed-income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed rate fixed-income securities and, accordingly, will cause the value of a Client’s investments in these securities to decline. During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., a Client may be subject to a greater risk of principal decline from rising interest rates. Risks associated with rising interest rates are heightened given that interest rates in the United States and other countries are at or near historic lows. When interest rates fall, the values of alreadyissued fixed-income securities generally rise. However, when interest rates fall, a Client’s investments in new securities may be at lower yields and may reduce a Client’s income. The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time. Unlike investment grade bonds, however, the prices of high yield bonds may fluctuate unpredictably and not necessarily inversely with changes in interest rates. In addition, the rates on floating rate instruments adjust periodically with changes in market interest rates. Although these instruments are generally less sensitive to interest rate changes than fixed rate instruments, the value of floating rate loans and other floating rate securities may decline if their interest rates do not rise as quickly, or as much, as general interest rates.

Investment Strategy Risk. The strategy’s sustainability investment criteria may limit the number of investment opportunities available to the strategy, and, as a result, at times the strategy’s returns may be lower than those of strategies that are not subject to such special investment considerations.

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Initial Public Offering (“IPO”) Risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on a strategy’s performance depends on a variety of factors, including the number of IPOs the strategy invests in relative to the size of the strategy and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. Therefore, IPO investments may magnify the returns of the strategy.

Issuer Risk. A security’s market value may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s products or services, or factors that affect the issuer’s industry, such as labor shortages or increased production costs and competitive conditions within an industry.

Lender Liability Considerations/Equitable Subordination. In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, including equitable subordination (collectively termed “lender liability”). Generally, lender liability is founded upon the premise that the institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower. Clients that BSP NY manages, as a creditor, may be subject to allegations of lender liability. Furthermore, Clients may be unable to control the conduct of the other lenders under a loan syndication agreement requiring less than a unanimous vote, yet funds may be subject to lender liability for such conduct.

Leverage Risk. The companies in which Client accounts will invest expect to employ considerable leverage, a significant portion of which may be at floating interest rates. The leveraged capital structure of the companies will increase the sensitivity of Client accounts’ investments to any deterioration in a company’s revenues, condition or industry, competitive pressures, an adverse economic environment or rising interest rates. In the event any such company cannot generate adequate cash flow to meet debt service, Client accounts may suffer a partial or total loss of capital invested in the company, which could adversely affect Client account returns.

Liquidity Risk. When there is little or no active trading market for specific types of securities or other instruments, it can become more difficult to sell the securities or other instruments at or near their perceived value. In such a market, the value of such securities or other instruments and the value of a Client’s investment may fall dramatically, even during periods of declining interest rates. Investments that are illiquid or that trade in lower volumes may be more difficult to value. The market for below investment grade securities may be less liquid and therefore these securities may be harder to value or sell at an acceptable price, especially during times of market volatility or decline. Liquidity risk also exists when a particular derivative instrument is difficult to purchase or sell. If a derivative transaction is particularly large or if the relevant market is illiquid (as is the case with many privately negotiated derivatives), it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Investments in foreign securities tend to have greater exposure to liquidity risk than domestic securities. No active trading market may exist for some of the floating rate loans in which BSP NY invests, and certain loans may

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be subject to restrictions on resale. Because some floating rate loans that BSP NY invests in may have a more limited secondary market, liquidity risk is more pronounced for the Client than for mutual funds that invest primarily in other types of fixed-income instruments or equity securities. Liquidity risk also may refer to the risk that BSP NY will not be able to pay redemption proceeds within the allowable time period stated in the Client agreements because of unusual market conditions, an unusually high volume of redemption requests, or other reasons. To meet redemption requests, the fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions, which may adversely affect the account.

Loans to Private Companies. Certain Clients’ portfolios may be committed to the origination or purchasing of loans to small and medium sized, privately owned businesses, operating in infrastructure. Compared to larger, publicly owned firms, such companies generally have limited financial resources and access to capital and higher funding costs. They may be in a weaker financial position and may need more capital to expand or compete. These companies frequently have shorter operating histories and smaller market shares than larger businesses, which render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns. There may not be as much information publicly available about these companies as would be available for public companies and such information may not be of the same quality. These companies are also more likely to depend on the management talents and efforts of a small group of persons and, as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies’ ability to meet their obligations. The above challenges increase the risk of these companies defaulting on their obligations.

Loans Secured Against Infrastructure Assets. Certain Clients invest in loans secured by infrastructure and may, as a result of default, foreclosure or otherwise, hold infrastructure assets. Consequently, investments by such Clients will be subject to the risks inherent in the ownership of infrastructure assets. Infrastructure values are affected by a number of factors, including changes in the general economic climate, local conditions (such as an oversupply of capacity or a reduction in demand for a product or service), the quality and philosophy of management, competition based on commercial market rates, availability of energy, attractiveness and location of assets, financial condition of counterparties, buyers and sellers, quality of maintenance, physical risk (for example, associated with the impact of climate change), insurance and management services, and changes in operating costs. Infrastructure values are also affected by such factors as government regulations (including those governing licensing conditions, obligations in relation to asset condition and capital improvements, allowed returns and taxes), interest rate levels, the availability of financing, potential liability under changing environmental and other laws, uninsured casualties, the exercise of the right of eminent domain by governmental entities, acts of God and other factors that are beyond the control of the Adviser. The Clients may also secure loans against infrastructure development. Therefore, Clients will be subject to the risks normally associated with development activities. Construction or development entails risk related to planning, materials and labor cost increases, work stoppages or delays, regulatory delays, failure of performance or defective materials or -32-

workmanship by contractors and suppliers, unforeseen weather and unforeseen land conditions. These risks could result in substantial delays or expenses, and under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the financial condition and results of operations of such investment. Governmental authorities at all levels are actively involved in the promulgation and enforcement of laws and regulations relating to taxation, land use and zoning restrictions, planning regulations, environmental protection and safety and other matters, and such regulations vary from country to country. The promulgation and enforcement of such regulations could have the effect of increasing the expenses, and lowering the income or rate of return, as well as adversely affecting the value, of any of the investments affected thereby. Changes in such regimes over a Client’s lifetime may adversely affect the Client and/or its investments.

Loan Valuation Risk. Because there may be a lack of centralized information and trading for certain loans in which BSP NY may invest, reliable market value quotations may not be readily available for such loans, and their valuation may require more research than for securities with a more developed secondary market. Moreover, the valuation of such loans may be affected by uncertainties in the conditions of the financial market, unreliable reference data, lack of transparency and inconsistency of valuation models and processes.

Management Conflicts Risk. The adviser and its affiliates may participate in the primary and secondary market for loan obligations. Because of limitations imposed by applicable law, the presence of the adviser and its affiliates in the loan obligations market may restrict the Adviser’s ability to acquire some loan obligations or affect the timing or price of such acquisitions. The Adviser and its affiliates engage in a broad spectrum of financial services and asset management activities in which their interests or the interests of their Clients may conflict with those of the fund. In addition, because of the financial services and asset management activities of the Adviser and its affiliates, the Adviser may not have access to material non-public information regarding the borrower to which other lenders have access.

Market Disruption and Geopolitical Risk. A Client is subject to the risk that war, terrorism, pandemics and related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on the U.S. and world economies and markets generally, as well as adverse effects on issuers of securities and the value of a Client’s investments. These events, as well as other changes in U.S. and non-U.S. economic and political conditions, also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Client’s investments.

Market Risk. Market risk is the risk that one or more markets in which a Client invests will go down in value, including the possibility that a market will go down sharply and unpredictably. The market value of a security may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, outbreaks of an infectious disease, or adverse investor sentiment generally. A security’s market value also may decline because of factors that -33-

affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide.

Market Sector Risk. A given strategy may significantly overweight or underweight certain companies, industries or market sectors, which may cause the strategy’s performance to be more or less sensitive to developments affecting those companies, industries or sectors.

Micro-Cap Company Risk. Micro-Cap stocks may offer greater opportunities for capital appreciation than the stocks of larger and more established companies; however, they also involve substantially greater risks of loss and price fluctuations. Micro-Cap companies carry additional risks because their earnings and revenues tend to be less predictable (and some companies may be experiencing significant losses), and their share prices tend to be more volatile and their markets less liquid than companies with larger market capitalizations. Micro-Cap companies may be newly formed or in the early stages of development, with limited product lines, markets or financial resources, and may lack management depth. In addition, there may be less public information available about these companies. The shares of micro-cap companies tend to trade less frequently than those of larger, more established companies, which can adversely affect the pricing of these securities and the Adviser’s ability to sell these securities. Also, it may take a long time before the value of a Client’s investment realizes a gain, if any, on an investment in a micro-cap company.

Middle East Conflicts. The Middle East region has experienced significant geopolitical instability and armed conflicts that may adversely affect a Client’s investments. In 2023, a Hamas militant group carried out a violent terrorist attack on Israel, sparking an armed conflict between Palestinian militant groups led by Hamas and Israel. While Israel and Hamas have entered into a ceasefire agreement, disputes related to the peace deal remain ongoing, and the situation remains volatile. The conflict has created tremendous unrest and uncertainty in the region, threatening existing peace agreements and regional stability. Additionally, in 2026, tensions between the United States and Iran have escalated significantly, including military strikes, sanctions, and proxy conflicts throughout the region. Iran’s nuclear program, its support for militant groups across the Middle East, and retaliatory actions between the U.S. and Iran create additional risks of broader regional destabilization. These conflicts, and any further escalation or expansion of hostilities involving Israel, Hamas, Iran, the United States, or other regional actors, could have significant international ramifications, including disruptions to global energy markets, supply chains, and international trade. The ongoing Middle East conflicts may have a significant adverse impact and result in significant losses to a Client and its investments. The ultimate impact of these conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Client and its investments or any particular industry, business, currency or investee country, and the duration and severity of those effects, is impossible to predict. -34-

Midsize Company Risk. Midsize companies carry additional risks because the operating histories of these companies tend to be more limited, their earnings and revenues less predictable (and some companies may be experiencing significant losses), and their share prices more volatile than those of larger, more established companies.

Non-Diversification Risk. The strategy is non-diversified, which means that the strategy may invest a relatively high percentage of its assets in a limited number of issuers. Therefore, the strategy’s performance may be more vulnerable to changes in the market value of a single issuer or group of issuers and more susceptible to risks associated with a single economic, political or regulatory occurrence than a diversified strategy.

Non-Investment Grade Debt Securities. Mezzanine and other non-investment grade debt securities are generally unrated and/or ranked below investment grade rated investments that have greater credit and liquidity risk than more highly rated debt obligations. Such securities are typically issued in traditional private placements or in connection with acquisitions and other business combinations and have no trading market. Moreover, mezzanine and lower ranked debt securities are generally unsecured and subordinate to other obligations of the obligor and are subject to many of the same risks as those associated with high-yield debt securities. Adverse changes in the financial condition of the obligor of mezzanine and lower ranked debt securities or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Issuers of non-investment grade debt securities may be highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations.

Participation Interests and Assignments Risk. A participation interest gives the portfolio an undivided interest in a loan in the proportion that the portfolio’s participation interest bears to the total principal amount of the loan, but does not establish any direct relationship between the portfolio and the borrower. If a floating rate loan is acquired through a participation, the portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the portfolio may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the portfolio will be exposed to the credit risk of both the borrower and the institution selling the participation. The portfolio also may invest in a loan through an assignment of all or a portion of such loan from a third party. If a floating rate loan is acquired through an assignment, the portfolio may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral.

Political Instability. The United States is currently experiencing, and in recent years has experienced, increasing political change. There is a potential for this period of government change to continue, which may have a negative effect on Clients. In January 2025, President Donald J. Trump returned to office, and the presidential administration is still in the early stages of shaping and implementing its policy agenda. Any significant changes in, among other things, economic policy (including with respect to interest rates and foreign trade), the regulation of the asset management industry, tax law, immigration policy and/or

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government entitlement programs may contribute to uncertainty in financial markets and investor sentiment, which could, in turn, have an adverse effect on the broader economy and Clients.

Preferred Stock Risk. Preferred stock is a class of a capital stock that typically pays dividends at a specified rate. Preferred stock is generally senior to common stock, but subordinate to debt securities, with respect to the payment of dividends and on liquidation of the issuer.

Prepayment Risk. Some securities give the issuer the option to prepay or call the securities before their maturity date, which may reduce the market value of the security and the anticipated yield-to-maturity. If an issuer “calls” its securities during a time of declining interest rates, BSP NY may have to reinvest the proceeds in an investment offering a lower yield, and therefore might not benefit from any increase in value as a result of declining interest rates. During periods of market illiquidity or rising interest rates, prices of “callable” issues are subject to increased price fluctuation.

Recent Developments in the Banking Sector. Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, recent events in the U.S. and European banking sectors (such as the failures of Silicon Valley Bank, Signature Bank, and others) have caused uncertainty regarding the financial condition of various financial services companies, and fear of instability in the global financial system generally. Should similar extraordinary events continue to occur, there is risk that additional smaller and/or regional banks, or other financial institutions, may become in danger of default and/or face a risk of closure, receivership or other government intervention. Should additional banks be closed by governmental authorities, placed into receivership or conservatorship, or otherwise require government intervention, there is no assurance that the FDIC will guarantee uninsured depositors at any other financial institution. Even without additional bank closures, uncertainty caused by recent bank failures – and general concern regarding the financial health and outlook for other financial institutions – could have an overall negative effect on banking systems and financial markets generally. The recent developments may also have other implications for broader economic and monetary policy, including interest rate policy, and may impact the financial condition of banks and other financial institutions outside of the United States. For the foregoing reasons, there can be no assurances that conditions in the banking sector and in global financial markets will not worsen and/or adversely affect a Client, its portfolio investments or their respective financial performance. Any future failure of other banks or financial institutions would be expected to result in significant uncertainty as to whether the failed bank (under FDIC receivership or conservatorship), or any successor institution (such as a bridge bank or other acquirer) will be able or willing to honor new draw requests under their existing credit facilities in which they are the sole lender or a syndicate lender. If any of the financial institutions that hold a -36-

Client’s deposits were to be placed in receivership by the FDIC or otherwise fail, such Client may be unable to access such funds. In addition, if any parties with whom a Client conducts business are unable to access deposited funds or other funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to such Client or to enter into new arrangements requiring additional payments to such Client could be materially adversely affected. To the extent any troubled financial institutions default on their obligation to fund their loan commitments, in the short term the business operations of their borrowers may be limited or suspended due to the lack of liquidity. In the longer term, such borrowers may look to refinance away from defaulting lenders, which may introduce additional or new risks to these institutions. Given the magnitude of such banks’ and other financial institutions’ loan portfolios, there can be no guarantee that other financial institutions have the capacity to provide replacement financing in a timely manner, if at all. For the foregoing reasons, there can be no assurances that conditions in the global financial markets will not worsen and/or adversely affect Clients or one or more of their investments or their overall performance.

Recent SEC and FinCEN Rulemaking. In recent years, the SEC has adopted a number of new rules under the Advisers Act, including amendments to Regulation S-P (addressing customer information safeguards and data breach notification requirements). The SEC also adopted rules in 2023 addressing transparency and reporting for private investment funds; however, those rules were subsequently vacated in their entirety by the U.S. Court of Appeals for the Fifth Circuit in 2024. Other SEC rulemaking initiatives have been withdrawn, including proposed rules relating to the safeguarding of client assets, cybersecurity risk governance, the outsourcing of certain functions to service providers, the use of predictive data analytics and associated conflicts of interest, and ESG-related fund disclosures. The regulatory agenda of the SEC may continue to evolve, and previously proposed rules may be modified, withdrawn, or re-proposed. The SEC has also adopted rules that apply to market participants with whom the Adviser and its affiliates regularly interact, including broker-dealers. In addition to the aforementioned SEC rulemaking activity, the Department of the Treasury's Financial Crimes Enforcement Network (“FinCEN”) adopted a rule in 2024 designed to safeguard the investment adviser sector from illicit finance activity, including misuse by criminals, foreign adversaries, and other money laundering and terrorist financing threats. This rule adds certain registered investment advisers and exempt reporting advisers to the definition of "financial institution" under the regulations that implement the Bank Secrecy Act ("BSA"), prescribes minimum standards for anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs to be established by such registered investment advisers and exempt reporting advisers, requires registered investment advisers and exempt reporting advisers to report suspicious activity to FinCEN, and makes other related changes to FinCEN's regulations that implement the BSA. The rule was originally scheduled to take effect on January 1, 2026; however, on December 31, 2025, FinCEN issued a final rule extending the effective date to January 1, 2028, in order to allow for a broader review of the rule's scope and requirements. In

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addition, FinCEN and the SEC jointly proposed a rule in 2024 that would establish customer identification program (“CIP”) requirements for investment advisers, and FinCEN has indicated it intends to revisit that proposal in coordination with any revisions to the AML/CFT rule. The ultimate scope and substance of these FinCEN rulemakings, and the obligations they will impose on the Adviser and its affiliates, remain uncertain. These adopted and proposed rules (to the extent adopted), are expected to result in material alterations to how the Adviser operates its business and/or Clients, as well as the Adviser’s implementation of Clients’ investment strategies and to significantly increase compliance burdens and associated costs (which, to the extent permitted under the organizational documents of the applicable Client and consistent with applicable law, will be treated as expenses of the applicable Client). In addition, these adopted and proposed rules could increase the risk of exposure of Clients, their general partners, and the Adviser to additional regulatory scrutiny, litigation, censure and penalties for noncompliance or perceived noncompliance, which in turn would be expected to adversely (potentially materially) affect the Adviser and Clients’ reputations and to negatively impact Clients in conducting their businesses. There can be no assurance that any current or future SEC rules and amendments will not have a material adverse effect on the Adviser, the general partners, Clients, Clients’ investments and/or their investors, or that such rules or amendments will not materially reduce returns to Clients’ investors.

U.S. Federal Income Tax Reform. In 2017, major tax reform legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. Among the numerous changes included in the Tax Reform Act were (i) a permanent reduction to the corporate income tax rate, (ii) a partial limitation on the deductibility of business interest expense, (iii) a new maximum tax rate for individuals receiving certain business income from “pass-through” entities, (iv) a partial shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a territorial system (along with a transitional rule which taxes certain historic accumulated earnings and rules which prevent tax planning strategies which shift profits to low-tax jurisdictions) and (v) the suspension of certain miscellaneous itemized deductions, including deductions for investment fees and expenses, until 2026. The impact of the Tax Reform Act on an investment in a Client is uncertain. Additional major tax reform legislation has been proposed and enacted, which may result in material changes to the Code. In particular, there are uncertainties regarding the interpretation and application of the One Big Beautiful Bill Act (the “OBBBA”), which was signed into law in July 2025. Changes to the tax laws, with or without retroactive application, could materially and adversely affect a Client or its investors. A Client cannot predict how changes in the tax laws might affect the Client or its investors. New legislation, U.S. Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect a Client or its investors. For example, under current law, a substantial portion of any carried interest may be treated as short-term capital gain or ordinary income, each taxed at ordinary income rates for U.S. federal income tax purposes. Current law (or future legislation, including legislative proposals to tax all or substantially more carried interest at ordinary income rates for individuals with income over a certain threshold) could adversely affect employees or other individuals performing services for the Clients who hold direct or indirect interests in their general partners and benefit from carried interest, which could make it more difficult for the Adviser and its affiliates to -38-

incentivize, attract and retain individuals to perform services for the Clients. Prospective investors should consult their own tax advisors regarding potential changes in tax laws and the implications of the OBBBA with respect to their potential investment in a Client.

Risks Resulting from the UK’s Exit from the EU (Brexit). The UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). During an 11-month transition period, the UK and the EU agreed to EU-UK Trade and Cooperation Agreement (the “Trade and Cooperation Agreement”) which sets out the agreement for certain parts of the future relationship between the EU and the UK from January 1, 2021. The Trade and Cooperation Agreement does not provide the UK with the same level of rights or access to all goods and services in the EU as the UK previously maintained as a member of the EU and during the transition period. In particular, the Trade and Cooperation Agreement does not include an agreement on financial services and it is unlikely that such agreement will be concluded. Accordingly, uncertainty remains in certain areas as to the future relationship between the UK and the EU. From January 1, 2021, EU laws ceased to apply in the UK. However, many EU laws were assimilated into UK law and these assimilated laws will continue to apply until such time that they are repealed, replaced or amended. The UK government has enacted legislation that repeals, replaces or otherwise makes substantial amendments to the EU laws that became part of assimilated law in the UK. Accordingly, Brexit and the Trade and Cooperation Agreement may adversely affect firms providing cross-border goods/services into or from the UK, and adjusting to these arrangements may result in increased operational and compliance burdens for businesses (and, by extension, Clients). Further, the withdrawal of the UK from the EU may also increase the compliance and regulatory burden of applicable Clients, in particular if material divergences in law arise between the UK and the EEA.

Security May Not Be Enforceable. Investments may be secured by real property interests, mortgages, charges, pledges, liens or other security interests including liens on high risk collateral, or notes or pledges made by high-risk borrowers, including sub-prime and nonperforming loans. Depending on the jurisdiction in which such security interests are created, enforcement of such security interests may be a complicated and difficult process. For example, enforcement of security interests in certain jurisdictions may require a court order and a sale of the secured property through public bidding or auction. In addition, some jurisdictions grant courts the power to declare security interest arrangements to be void if they deem the security interest to be excessive. A Client’s investments and the collateral underlying those investments will be subject to various laws for the protection of creditors in the jurisdictions of incorporation of the borrowers concerned and, if different, the jurisdictions in which they conduct business and/or hold assets. Such differences in law may also adversely affect the rights of a Client as a subordinated lender with respect to other creditors. Additionally, a Client, as a creditor, may experience less favorable treatment under different insolvency regimes than those that apply in, for example, the U.S. or the UK, including in cases where such Client seeks to enforce any security it may hold as a creditor.

Social Investment Risk. Socially responsible and sustainability investment criteria may limit the number of investment opportunities available to a strategy and, as a result, at times

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the strategy’s returns may be lower at times than those strategies that are not subject to such special investment considerations.

Selection Risk. Selection risk is the risk that the securities that Client management selects will underperform the markets, the relevant indices or the securities selected by other funds with similar investment objectives and investment strategies.

Subordinated Securities Risk. Holders of securities that are subordinated or “junior” to more senior securities of an issuer are entitled to payment after holders of more senior securities of the issuer. Subordinated securities are more likely to suffer a credit loss than non-subordinated securities of the same issuer, any loss incurred by the subordinated securities is likely to be proportionately greater, and any recovery of interest or principal may take more time. As a result, even a perceived decline in creditworthiness of the issuer is likely to have a greater impact on the market value of these securities. Subordinated loans generally are subject to similar risks as those associated with investments in senior loans, except that such loans are subordinated in payment and/or lower in lien priority to first lien holders. Consequently, subordinated loans generally have greater price volatility than senior loans and may be less liquid. The risks associated with subordinated unsecured loans, which are not backed by a security interest in any specific collateral, are higher than those for comparable loans that are secured by specific collateral.

Swaps. A Client may enter into swap agreements. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements may increase or decrease a Client’s exposure to long-term or short-term interest rates (in the United States or abroad), non-U.S. currency values, corporate borrowing rates, or other factors such as security prices, baskets of equity securities or inflation rates. Swap agreements can take many different forms and are known by a variety of names. A Client is not limited to any particular form of swap agreement if consistent with such Client’s investment objective and policies. Swap agreements tend to shift a Client’s investment exposure from one type of investment to another. Depending on how they are used, swap agreements may increase or decrease the overall volatility of a Client’s portfolio. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from a Client. If a swap agreement calls for payments by a Client, such Client must be prepared to make such payments when due. This is only true in default and not part of mark-to-market. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses by a Client.

Systemic Risk. World events and/or the activities of one or more large participants in the financial markets and/or other events or activities of others could result in a temporary systemic breakdown in the normal operation of financial markets. Such events could result in a portfolio losing substantial value caused predominantly by liquidity and counterparty issues which could result in a portfolio incurring substantial losses.

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The Alternative Investment Fund Managers Directive and the UK Alternative Investment Fund Managers Regulations. The Alternative Investment Fund Managers Directive (2011/61/EU) (the “AIFMD”) imposes requirements on alternative investment fund managers, such as the Adviser, which market alternative investment funds (including certain Clients) to professional investors who are domiciled or have a registered office in the European Economic Area (the “EEA”). Directive (EU) 2024/927 amending the AIFMD (the “AIFMD II”) was published on March 26, 2024, and formally adopted on April 15, 2024. AIFMD II requires Member States to implement the amendments into their national laws and apply the amendments by April 16, 2026. If Clients are marketed in any EEA member state under the AIFMD, the amendments, once implemented and applied, could increase the costs associated with the management and operation of Clients. In particular, AIFMD II introduces new rules relating to alternative investment funds (“AIFs”) that engage in loan origination. EU-domiciled alternative investment fund managers of AIFs that engage in loan origination (including, potentially, certain Clients) will be subject to, among other things: (i) a prohibition on the making of loans to certain types of borrower (including the AIF’s alternative investment fund manager, its delegates, the depositary, and certain parties related thereto); (ii) individual concentration limits in respect of loans made to certain types of borrower (including other AIFs, undertakings for collective investments in transferable securities or financial undertakings); (iii) risk retention requirements (in the case of loans that are originated by the AIF and transferred to a third party); (iv) a prohibition on AIFs pursuing an “originate to distribute” strategy; and (v) leverage limits applicable to AIFs that qualify as “loan originating AIFs.” In addition, AIFMD II introduces mandated liquidity management mechanisms and enhanced disclosure and reporting requirements. Compliance with AIFMD II has the potential to have a negative effect on Clients, including by increasing the cost and complexity of operations, impacting the ability of Clients to execute their investment strategies fully if or when originating loans, and requiring changes to Clients’ terms. Following its departure from the EU, the UK has retained the AIFMD by virtue of the European Union (Withdrawal) Act 2018 and the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2018 (the “UK AIFM Law”). The UK AIFM Law regulates alternative investment fund managers established in the UK that manage or market alternative investment funds, and non-UK alternative investment fund managers that market alternative investment funds within the UK. Given the UK is no longer part of the EU, the amendments to the AIFMD under the AIFMD II apply only to EU member states. The result is that the alternative investment fund manager regime in the UK and EU will differ materially once the AIFMD II is implemented in EU member states. The AIFMD, the AIFMD II, and the UK AIFM Law impose additional disclosure and reporting requirements in relation to certain Clients and their portfolio investments, compliance with which may involve additional costs, as well as restrictions on early distributions or reductions in capital in respect of EEA and UK portfolio companies which may result in additional costs and may limit the use of certain investment and realization strategies (such as dividend recapitalization and reorganizations). It should be noted that certain requirements common to both the AIFMD, the AIFMD II and the UK AIFM Law, and the interpretation thereof, remain uncertain, and may be subject to change as a result -41-

of the issuance of any further national and/or EEA or UK guidelines with respect to the AIFMD, the AIFMD II, and the interpretation thereof and national implementing legislation in relevant EU member states or the UK.

The Sustainable Finance Disclosure Regulation. The EU’s Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (as amended from time to time, the “SFDR”) sets out certain ESG and sustainability disclosure requirements for alternative investment fund managers undertaking fund management activities or marketing fund interests to investors within the EEA. The SFDR, along with other sustainability and ESG requirements that may, in the future, be imposed by other jurisdictions in which the Adviser does business and/or in which a Client is marketed, may result in additional compliance costs, disclosure obligations or other implications or restrictions on the Adviser, its affiliates or the Client, including the requirement to capture information or data about the Client or its investments and undertake a periodic assessment of the principal adverse impacts of the Client impact on sustainability factors. Additionally, the Adviser or its affiliates may be required to classify itself or a Client against certain ESG criteria, some of which can be open to subjective interpretation. BSP NY’s view on the appropriate classification may develop over time, including in response to statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification may require further actions to be taken, for example it may require further disclosures by the Adviser or a Client, or it may require new processes to be set up to capture data about a Client or its investments, which may lead to additional cost to be borne by a Client. Additionally, the classification of a Client into a certain ESG category may make it more difficult for a Client to raise its targeted amount of capital commitments as such classification may not reflect the beliefs or values of a particular investor in the manner of which another classification otherwise would.

Trade Policy. The future of global free trade remains uncertain and continues to be shaped by evolving U.S. policy priorities. Following the return of President Donald J. Trump to office in January 2025, the U.S. government has signaled an enhanced focus on protectionist trade policies, including the potential expansion of tariffs, new restrictions on foreign goods and services, and a reassessment of key bilateral and multilateral trade agreements. While specific policy details are still being developed and implemented, early actions and statements from the President and officials in his administration suggest a broad and assertive approach to reshaping U.S. international trade relationships. Although tariffs and trade restrictions enforced by prior presidential administrations have primarily focused on a select few U.S. trading partners, such as the People’s Republic of China, the current presidential administration has indicated that new or increased tariffs and trade restrictions may apply to a wider range of U.S. trading partners, including Mexico, Canada, nations in the European Union, and other nations across Asia and South America. These developments may lead to retaliatory measures from affected countries, such as counter-tariffs, import restrictions, or other trade-related barriers, increasing the risk of prolonged bilateral or multilateral trade disputes. The ultimate scope and timing of these trade policy changes remain uncertain, as the U.S. government’s approach is still being formulated and actively debated within both the -42-

executive branch and Congress, and may also be subject to litigation. However, any significant shift—whether through the imposition of new tariffs or the enactment of new regulatory burdens on imports and exports—could disrupt global supply chains, increase costs for businesses, and negatively affect the broader global economy. Portfolio companies with international operations or exposure to global trade may experience increased costs, challenges in attracting and retaining qualified personnel, reduced access to foreign markets, or logistical disruptions, any of which could adversely impact such portfolio companies’ financial condition and performance. To the extent the Clients hold securities in or other instruments tied to the economic performance of such portfolio companies, these difficulties could negatively affect the Clients’ performance and their ability to pursue their investment strategies. Furthermore, the need to respond to rapidly changing trade rules and regulations may force portfolio companies to make costly operational adjustments, divert resources from growth initiatives, or, in some cases, render aspects of their business models unviable. Accordingly, continued volatility and uncertainty surrounding U.S. international trade policy could negatively impact the performance of the Clients and the portfolio companies in which they invest.

Trading Limitations. For all securities, including options, listed on a public exchange, the exchange generally has the right to suspend or limit trading under certain circumstances. These suspensions or limits could render certain strategies difficult to execute or continue and subject a portfolio to loss.

Unlisted Financial Instruments Risk. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities.

U.S. Government Securities. The strategy may invest in U.S. government securities, including bills, notes, bonds and other debt securities issued by the U.S. Treasury. These instruments are direct obligations of the U.S. government and, as such, are backed by the “full faith and credit” of the United States government. They differ primarily in their interest rates, the lengths of their maturities and the dates of their issuance. Each portfolio may also invest in securities issued by agencies or instrumentalities of the U.S. government. These obligations, including those guaranteed by federal agencies or instrumentalities, may or may not be backed by the “full faith and credit” of the United States government. All of the foregoing are referred to collectively as “U.S. government securities.” Securities issued or guaranteed by agencies or instrumentalities are supported by: (i) the full faith and credit of the United States; (ii) the limited authority of the issuer to borrow from the U.S. Treasury; or (iii) the authority of the U.S. government to purchase certain obligations of the issuer. No assurance can be given that the U.S. government will provide financial support to its agencies and instrumentalities as described in (ii) and (iii) above, other than as set forth, since it is not obligated to do so by law. In the case of securities not backed by the full faith and credit of the United States, a portfolio must look -43-

principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitments.

Warrants and Rights Risk. Warrants and rights may become worthless if the price of the stock does not rise above the exercise price by the expiration date. This increases the market risks of warrants as compared to the underlying security.

When-Issued and Delayed-Delivery Securities. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. While the portfolio will purchase securities on a when-issued or delayed-delivery basis only with the intention of acquiring the securities, the portfolio may sell the securities before the settlement date if it is deemed advisable. At the time the portfolio makes the commitment to purchase securities on a when-issued or delayed delivery basis, the portfolio will record the transaction and thereafter reflect the value, each day, of the security in determining the net asset value of the portfolio. When these transactions are negotiated, the price (which is generally expressed in yield terms) is fixed at the time the commitment is made, but delivery and payment for the securities take place at a later date. During the period between commitment by a portfolio and settlement (generally within two months but not to exceed 120 days), no payment is made for the securities purchased by the purchaser, and no interest accrues to the purchaser from the transaction. These securities are subject to market fluctuation, and the value at delivery may be less than the purchase price. A portfolio will engage in whenissued transactions in order to secure what is considered to be an advantageous price and yield at the time of entering into the obligation. When a portfolio engages in when-issued or delayed-delivery transactions, it relies on the buyer or seller, as the case may be, to consummate the transaction. Failure to do so may result in a portfolio losing the opportunity to obtain a price and yield considered to be advantageous. If a portfolio chooses: (i) to dispose of the right to acquire a when-issued security prior to its acquisition or (ii) to dispose of its right to deliver or receive against a forward commitment; it may incur a gain or loss. To the extent a portfolio engages in when-issued and delayed-delivery transactions, it will do so for the purpose of acquiring or selling securities consistent with its investment objectives and policies and not for the purposes of investment leverage. A portfolio enters into such transactions only with the intention of actually receiving or delivering the securities, although (as noted above) when-issued securities and forward commitments may be sold prior to the settlement date.

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Franklin Distributors provides distribution services for BSP NY in connection with certain advisory clients. Certain employees of the Adviser are registered representatives of Franklin Distributors, LLC, and are subject to the broker-dealers policies and procedures, including written supervisory procedures. BSP Ltd. BSP Ltd., an investment adviser registered with the SEC, is an affiliate of the Adviser, and an indirect, wholly-owned subsidiary of Franklin Templeton. BSP NY and BSP Ltd. provide discretionary and non-discretionary investment advisory services to each other under sub-advisory agreements. In addition to the sub-advisory relationship described in Item 8., BSP Ltd. and one or more of its employees also, from time to time, provide BSP NY with various services, including research, portfolio management and non-discretionary investment recommendations, trading and execution services, and back/middle office services pursuant to a participating affiliate agreement as further described under “Associated Persons” below. Other Affiliated Advisers In addition to BSP Ltd., BSP NY is affiliated with a number of other investment advisers, including the investment advisers listed below.

Apera: a non-U.S. investment adviser registered with the SEC and also regulated by the United Kingdom Financial Conduct Authority.

BSP: a U.S. registered investment adviser with the SEC.

BSP CLO: a U.S. registered investment adviser with the SEC.

Franklin BSP: a U.S. registered investment adviser with the SEC.

Clients of the Adviser from time to time participate in transactions alongside other clients of the Adviser or clients of an affiliated adviser. BSP NY is a subsidiary of Franklin Templeton, a global investment management organization. In addition to owning BSP NY, Franklin Templeton is the owner of Apera, BSP, BSP CLO, BSP -46-

Ltd., and Franklin BSP, as well as a number of other investment advisers (such investment advisers other than Apera, BSP, BSP CLO, BSP NY, BSP Ltd., and Franklin BSP, the “Other Advisers”). Franklin Templeton and the Other Advisers are operated and managed separately from the Adviser, and Franklin Templeton and the Other Advisers do not have any involvement in the dayto-day investment operations of the Adviser. BSP NY does not direct or coordinate with Franklin Templeton or the Other Advisers. All recommendations and allocations of investment opportunities are made by the Adviser, independent of Franklin Templeton and the Other Advisers. For a description of material conflicts of interest created by the relationship among the Adviser, Franklin Templeton, and its affiliated advisers, as well as a description of how such conflicts are addressed, see Item 11. Associated Persons Pursuant to a participating affiliate agreement, BSP NY, from time to time, uses services provided by BSP Ltd., an asset management affiliate of ours, and one or more of its employees, including research, portfolio management services (discretionary portfolio management and nondiscretionary investment recommendations), trading and execution services and back/middle office services. In such cases, BSP Ltd. and certain of its employees are deemed to be associated persons of BSP NY and (subject to BSP NY’s supervision, including BSP NY’s compliance policies and procedures) provide these services in connection with BSP NY’s management of one or more client accounts. Under the aforementioned agreement, BSP NY pays compensation to BSP Ltd. for the services of the associated persons.

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The Code of Ethics includes policies regarding personal trading by the Adviser’s employees and members of their immediate families. These policies limit personal trading by employees in a wide range of securities, including common and preferred stock, debt instruments, securities that are convertible or exchangeable for equity or debt securities, derivative instruments, and shares of closed-end investment companies registered under the Investment Company Act and business development companies. Employees must report every account in which they have a direct or indirect beneficial interest, other than personal savings or checking accounts that are not able to hold securities of any type and have copies of periodic account statements sent by their broker(s) to the Adviser’s compliance department. In addition, if they directly or indirectly influence or control trading in the account, they must pre-clear covered securities transactions with the Adviser’s compliance department. A copy of the Code of Ethics is available to any Client or prospective Client or investor in a private fund Client upon request by calling Enrico Gallo at 212-588-6739 or by writing to Mr. Gallo, Chief Compliance Officer, Benefit Street Partners L.L.C., One Madison Avenue, Suite 1600, New York, NY 10010 or by contacting Mr. Gallo via email at r.gallo@bspcredit.com. Material Non-Public Information and Limitations in Securities Transactions When providing advisory services focused on sub-investment grade debt, including senior secured, middle market and second lien loans, BSP NY, BSP Ltd. and BSP regularly receive information about issuers, borrowers, securities and instruments, that is not made available to the general public. Certain of this private information may be considered material non-public information (“MNPI”). BSP NY has implemented policies to prevent the misuse of MNPI. Under no circumstances can BSP NY’s employees trade public securities based on MNPI for their own reportable accounts or those of a fund. Generally, disclosure of such information is subject to internal limitations to prevent the flow of confidential information between ourselves and BSP NY’s affiliates, except as noted below. BSP NY has put in place policies to address the manner in which BSP NY, BSP Ltd. and BSP handle private information, including MNPI that it may receive from issuers. Restricted List Whenever the Adviser comes into possession of MNPI or otherwise has any type of relationship or other basis upon which the Adviser could come into possession of MNPI or otherwise have access to MNPI, the Adviser will make a determination as to whether to place the issuer, borrower, -48-

security or instrument on the Adviser’s Restricted Trading/Securities List (the “Restricted List”). The Restricted List may include, but is not necessarily limited to: companies with publicly registered, publicly traded or otherwise outstanding securities or instruments in which the Adviser, or certain advisory affiliates have a strategic or ownership interest or other similar relationship; where an employee of the Adviser or certain advisory affiliates sits on the board of directors; where the Adviser or certain advisory affiliates have access to material non-public information concerning the company or its affiliates; or, where the Adviser has private-side information on certain outstanding loans. The Adviser has implemented a single Restricted List covering the advisory and trading activities of the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP. As such, an issuer, borrower, security or instrument may be placed on the Restricted List when any of the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP comes into possession of MNPI. When an issuer, borrower, security or instrument is placed on the Restricted List, Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP and their respective employees are prohibited from trading in any such issuer, borrower, security or instrument without prior approval (i) on behalf of a client; (ii) on behalf of a client of the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP, or (iii) for personal trading by employees. Once an issuer, borrower, security or instrument has been placed on the Restricted List, any trading of an existing position for a client or a client of the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP is prohibited without prior approval or until the issuer, borrower, security or instrument is removed from the Restricted List. If an issuer’s securities are in a client and subsequently that issuer’s securities are placed on the Restricted List, absent an exception, the Adviser will not be permitted to trade that issuer’s securities until those securities are removed from the Restricted List. Clients may therefore be restricted from trading because the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP possesses MNPI and may bear the risk of loss during the period any such securities are on the Restricted List. Accordingly, the placement of securities on the Restricted List has the potential to affect the Adviser’s ability to exercise investment discretion for a client and the performance of such impacted clients. In particular, BSP High Yield Strategy may be restricted from purchasing or selling high yield bonds on behalf of client accounts if the Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP has MNPI about that bond issuer. In addition, BSP NY may be prevented from gathering non-public information about a debt issuer because the BSP High Yield team has a bond position in that same issuer. Because BSP High Yield holds a number of positions, the impact to the U.S. and European loan teams may be significant. Structured Credit invests in CLO tranches which are collateralized by pools of corporate loans. The Adviser, BSP, BSP CLO, BSP Ltd., or Franklin BSP may be in possession of private information with respect to some of the underlying corporate loans. To prevent the potential misuse of material non-public information, the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP have implemented processes to identify instances of MNPI and restrict trading in such CLOs and underlying corporate loans until such time the information is made public. Private Credit invests in middle market companies through first lien, second lien, unitranche, and, to a lesser extent, mezzanine debt and primary equity investments. A borrower who has also borrowed money via a syndicated bank loan or a high yield bond may provide Private Credit with -49-

material, non-public information that is not available to that borrower’s syndicated bank loan investors or its high yield bond investors. Alternatively, to prevent the potential misuse of MNPI, the Adviser, BSP, BSP CLO, BSP Ltd., and Franklin BSP have the ability to implement, and may in the future implement, information barriers separating their respective investment and portfolio management teams from the rest of the business. Certain of these entities have, and may in the future, on a limited basis, establish information barriers around individuals, investment teams and portfolio managers, or a select group or division. In this case, those persons falling within the information barrier would be subject to the securities trading prohibition (including with respect to underlying issuers in CLOs) and except for need-to-know communications to others within the information barrier (or, based on the information transmission, will now be within the information barrier), the communication prohibition as discussed above. The breadth of the information barriers and the persons included within it are determined on a case-by-case basis. Valuation of Client Assets The Adviser has a duty to value the Clients as provided in and consistent with the organizational documents and policies and procedures of those Clients, as applicable. The Adviser has adopted a policy regarding the valuation of Client assets in order to provide a basis for establishing valuations reported by Clients. All valuations are established in accordance with this policy, subject to any guidelines or restrictions set forth in the respective Client's offering documentation, and are determined in accordance with International Financial Reporting Standard 13 Fair Value Measurement. Valuations are generally completed on a monthly or quarterly basis, as required by Client documentation. Certain Clients have portfolio investments that include restricted securities in publicly held companies and privately held investments, which are carried at an estimate of fair value as determined in good faith and in accordance with the organizational documents of the applicable Client. In the absence of special circumstances, all portfolio investments, other than restricted and privately held portfolio investments, are valued at market value. Market value for unrestricted, publicly traded portfolio investments is determined based on the closing price on the exchange on which the security is principally traded. To the extent that an instrument has a discernible price or valuation made available by an independent third-party pricing service, such source shall be used to form the basis for such instrument's fair market value. Where pricing is not available through any independent pricing services, other broker quotes directly obtained by BSP NY can be used as a pricing source, with fair market value typically based on the mid-price average of such quotes. The Pricing Committee oversees the valuation process across all investment strategies. Restricted and privately held portfolio investments, which may not have readily ascertainable market values, are valued at fair value, which is the estimated amount that would be received upon the sale of the portfolio investment in an orderly transaction between market participants on the measurement date. For assets where pricing from independent sources is either unavailable, or where the Pricing Committee determines such prices or quotes are not actionable or executable, BSP NY. may elect to perform an internal valuation using one or more methodologies or utilize the services of an independent valuation agent. Internal valuations may consider methodologies including: reference to equivalent assets or pari passu pricing; relative value analysis; discounted cash flow analysis; probability weighted cash recoveries or scenario analysis; option pricing methodologies; cost plus -50-

accreted original issue discount for performing assets; amortized cost; calculations based on underlying asset or collateral financials; liquidation cost analysis; and takeout pricing analysis. The Pricing Committee is responsible for approving illiquid valuations. To the extent that an internal valuation falls outside the valuation range provided by an independent valuation agent, it is expected to come under additional scrutiny by the Pricing Committee, and a rationale should be provided for why the independent valuation agent's valuation is not deemed appropriate. In establishing the fair value of portfolio securities, the Adviser or applicable general partner or equivalent party may also take into consideration factors such as: the prices of securities of comparable quality and type; the liquidity of the position; any correlation with general market indicators; transactions in similar securities; significant events occurring after a security's last trade; the nature and duration of restrictions on the disposition of securities; an evaluation of the forces which influence the market in which these securities may be purchased or sold; input from third-party valuation consultants; and any other specific factors which may affect pricing. The Adviser also considers the application of control premiums in various situations. However, because of the inherent uncertainty of valuation, the recommended values may differ significantly from values that would have been used had a ready market for the restricted and privately held portfolio investments existed, and may differ significantly from the amounts realized upon disposition, and the differences could be material. Furthermore, the Adviser's, or applicable general partner's or equivalent party's, use of discretion in the valuation of a Client may give rise to conflicts of interest if such valuations are utilized in the calculation of the Incentive Allocation and Advisory Fees attributable to the Adviser. The Adviser may modify the valuation methods described above if it determines that such modifications are appropriate and reasonable to reflect the value of any securities or other assets or liabilities, and will document the basis for any modifications. Additionally, the Adviser may use independent third-party valuation services to assist with any or all valuations of a Client's portfolio investments. Notwithstanding the foregoing, valuations for a particular Client will comply with the requirements of the relevant Client's organizational documents. With respect to the sub-advised Clients, the Adviser will generally coordinate with those Clients' investment advisers and value the Clients' assets to the extent required by and in accordance with those Clients' policies and procedures. Participation or Interest in Client Transactions and Potential Conflicts The Adviser, its affiliates, certain of its principals and employees, and/or their family members and related vehicles invest in and alongside certain of the Clients, and/or in one or more classes of CLO securities and additional subordinated notes issued by the CLO Funds, either as direct investors in such fund Client or otherwise. Advisory Fees and Incentive Allocations assessed on such investments are typically substantially reduced or waived entirely by the Adviser, a fund Client or its general partner, as applicable. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” below. Investor Due Diligence Due in part to the fact that potential investors in a fund Client (including a potential purchaser of an interest in a secondary transaction) may ask different questions and request different

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information, the Adviser provides certain information to one or more prospective investors that it does not provide to all of the prospective or current investors of such fund Client. In addition, certain investors in the fund Clients are strategic investors directly or indirectly into the Adviser, which results in such investors receiving greater or different information regarding the Adviser. Conflicts of Interest The Adviser and its affiliates engage in a broad range of activities, including investment activities for their own accounts and for the account of the Clients. 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 of these conflicts of interest, as well as a description of how the Adviser addresses such conflicts of interest, can be found below. The discussion below does not describe all conflicts that may arise. Resolution of Conflicts In the case of 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, in its sole discretion. In resolving conflicts, the Adviser considers 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: 1) A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment, considered solely from the viewpoint of the applicable Client. 2) Conflicts of interest will generally be resolved by set policies and procedures of the Adviser and procedures contained in the relevant offering and organizational documents of a Client, if applicable. 3) The Adviser and certain of its affiliates have adopted written policies establishing information “walls” designed to limit communication between business units investing in equity securities and debt securities of companies. These policies restrict the transfer of confidential information between these business units, subject to certain exceptions provided in the policies. These policies establish procedures for communications among employees of different business units to guard against unlawful and inappropriate disclosure of material, nonpublic information. 4) On any issue involving actual conflicts of interest, the Adviser will be guided by its good faith judgment. In addition, certain provisions of a Fund’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 conflicts of interest may be resolved in a manner adverse to a Client and its ability to achieve its investment objectives. Potential Conflicts

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The potential material conflicts of interest encountered by a Client include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Client. Other conflicts may be disclosed throughout this brochure, and the brochure should be read in its entirety for other conflicts. Principal Transactions Section 206 of the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and its clients, on the other hand. Very generally, if an adviser (or an affiliate) purchases a security from or sells a security to a client, the adviser must disclose the terms of the transaction to the client and obtain the informed consent of the client prior to engaging in the principal transaction. In connection with the Adviser’s management of certain Clients, and to the extent permitted by law and the Adviser’s or an applicable Client’s compliance policies and procedures, the Adviser and its affiliates may engage in principal transactions, but will not directly or indirectly receive any commission or other transaction based compensation for effecting such transaction. The Adviser has established certain policies and procedures to comply with the requirements of the Advisers Act and the Investment Company Act as they relate to principal transactions, including, among other things, that disclosures required by Section 206 be made to the applicable Client regarding any proposed principal transactions and that any required prior consent is received before executing a principal transaction. The Adviser may provide written disclosure to and obtain consent from an independent representative, advisory committee or independent directors of a private fund Client, or directly from the investors of such Client, depending on, among other things, any procedures for obtaining such consent set forth in the governing documents of such Client. Cross Transactions A cross transaction generally refers to a transaction where one client account managed by an adviser or its affiliates seeks to acquire an investment that another client account of the adviser seeks to sell. Cross transactions may create conflicts of interest because a client is on both sides of the transaction. BSP NY on occasion, and to the extent permitted by applicable law, including the Investment Company Act, and the Adviser’s or an applicable Client’s compliance policies and procedures, purchases a security or asset for one Client account at the same time as a sale of the same security or asset for another Client account or effects cross transactions between Client accounts. Such transactions may, for example, be effected to rebalance the positions held by the Client accounts with a view towards achieving uniform results among certain Clients in light of differing cash flows due to subscriptions and redemptions. The valuation of investments transferred between Client accounts may involve conflicts of interest. Conflicts Related to Purchases and Sales The Adviser, its affiliates, and officers, principals or employees of the Adviser and its affiliates may buy or sell securities or other instruments that the Adviser has recommended to Clients. In addition, such officers, principals or employees may buy securities in transactions offered to but rejected by Clients. Such transactions are subject to the policies and procedures adopted by the Adviser from time to time. The investment policies, fee arrangements, and other circumstances of these investments may vary from those of the Adviser’s other Clients or clients of its affiliates. The Adviser, its affiliates, certain of its principals and employees, and their relatives may invest -53-

in and alongside the Advisers’ Clients either through a general partner of a Client, as direct investors in a Client (in the case of private fund Clients) or otherwise, and therefore may have additional conflicting interests in connection with these investments. The investment policies, fee arrangements, and other circumstances of these investments may vary from those of the Adviser’s other Clients or Clients of its affiliates. BSP NY, its affiliates, certain of its principals and employees, and their relatives may invest in and alongside the Advisers’ Clients either through a general partner of a Client, as direct investors in a Client (in the case of private fund Clients) or otherwise, and therefore may have additional conflicting interests in connection with these investments. On occasion, BSP NY may recommend the purchase or sale of securities that are issued by BSP NY’s parent company, Franklin Templeton, or underwritten by an affiliate, for Client accounts if such recommendation or purchase or sale is in accordance with the Client’s guidelines and applicable law. In addition, BSP NY or an affiliate may recommend the purchase of securities in certain Clients which BSP NY manages and for which BSP NY may serve as sole director or managing member. BSP NY, BSP NY’s employees, and BSP NY’s affiliates currently invest in certain Clients that may also include Client assets managed by BSP NY, and BSP NY and such affiliates will receive proportional returns associated with BSP NY’s investment. Additionally, BSP NY may receive an Advisory Fee in BSP NY’s capacity as investment adviser or sub-adviser, and affiliates (including affiliated broker-dealers) may receive certain amounts associated with placement agent fees, custodial fees, administrative fees, loads, or sales charges. The Adviser, its affiliates, and their employees are prohibited from “front running” (i.e., purchasing a security for a personal account while knowing that a Client is about to purchase the same security, and then selling the security at a profit upon the rise in the market price following the purchase by the Client). They are similarly prohibited from engaging in short selling when they have access to confidential information that a Client is about to sell a particular security. In addition, they are prohibited from “intermarket front running” (e.g., trading in an option for a personal account when a Client is trading in the underlying security and vice versa). Nevertheless, if the Adviser, its affiliates, and their employees have made large capital investments in or alongside the Clients, such persons may have conflicting interests from such Clients with respect to these investments (for example, with respect to the availability and timing of liquidity). A particular investment may be bought or sold for only one Client or in different amounts and at different times for one (or more than one) Client, even though it could have been bought or sold for other Clients at the same time. Likewise, a particular investment may be bought for one or more Clients when one or more other Clients are selling the investment. Conflicts also may arise when a Client makes investments in conjunction with an investment being made by other Clients or a Client of the Adviser’s affiliates, or in a transaction where another Client or Client of such an affiliate has already made an investment. Investment opportunities may be appropriate for Clients and/or clients of the Adviser’s affiliates at the same time, at different or overlapping levels of a portfolio company’s capital structure. Conflicts may arise in determining the terms of investments, particularly where these Clients may invest in different types of securities in a single portfolio company. Questions may arise as to whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, whether or not

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or in what manner to exercise a voting or consent right, and the terms of any work out or restructuring may raise conflicts of interest, particularly in Clients and clients of the Adviser’s affiliates that have invested in different securities within the same portfolio company. Certain Clients of the Adviser and its affiliates invest in bank debt, loans and securities of or other investments in companies in which other Clients of the Adviser or its affiliates hold securities, loans or other investments, including equity securities, which may include a controlling position. In the event that such investments are made by a Client, the interests of such Client may be in conflict with the interest of such other Client or client of the Adviser’s affiliates, particularly in circumstances where the underlying company is facing financial distress. The involvement of such persons at both the equity and debt levels, or in different levels of the debt structure of an issuer, could cause conflicts of interest. In certain circumstances, decisions made with respect to investments held by one Client or client of the Adviser’s affiliates could adversely affect the investments of another Client or another client of the Adviser’s affiliates. The involvement of such persons at multiple levels of the capital structure could also inhibit strategic information exchanges among fellow creditors. In certain circumstances, Clients or the clients of the Adviser’s affiliates may be prohibited from exercising voting or other rights, and may be subject to claims by other creditors with respect to the subordination of their interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, the Clients may or may not provide such additional capital, and if provided each Client will supply such additional capital in such amounts, if any, as determined by the Adviser. The Adviser and its affiliates seek to address these conflicts by adopting policies and procedures, which may include limiting investments by a Client which produce such conflicts, limiting voting or roles on creditors’ committees, procedures designed to ensure that the teams managing the investments make independent decisions through the enforcement of information barriers and similar procedures, or other procedures in the judgment of the Adviser. Investments by more than one client of the Adviser or its affiliates in a portfolio company may also raise the risk of using assets of a client of the Adviser or its affiliates to support positions taken by other clients of the Adviser or its affiliates. The Adviser and its affiliates will attempt to resolve any such conflicts in good faith, but there can be no assurance that such conflicts of interest or actions taken by the Adviser or its affiliates in respect of other Clients will not have an adverse effect on the investments made by a Client. There can be no assurance that the return of a Client participating in a transaction would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Conflicts of interest related to investments by other Clients or clients managed by the Adviser’s affiliates may result in a client limiting its participation in certain attractive investment opportunities. Allocations Each Client may pursue investment opportunities similar to those pursued by another Client or by clients of the Adviser’s affiliates. The Adviser and its affiliates currently advise and manage, and expect that they will in the future advise and manage, other Clients which are additional investment accounts and pooled investment funds, including hedge funds, private equity funds, single investor funds, sector specific, asset class specific or geographic specific private investment funds,

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including 40 Act Funds or business development companies, for which an investment to be made by a Client is also appropriate. Allocation decisions can raise conflicts, for example, certain Clients or a client of the Adviser’s affiliates have different fee structures, or certain legal and regulatory restrictions under the Advisers Act and/or the Investment Company Act may prevent a Client from receiving allocations of investment opportunities also held by or allocable to 40 Act Funds or business development companies advised or managed by the Adviser or its affiliates. Furthermore, the Adviser, its affiliates, certain of its principals and employees, and their relatives may invest in and alongside the Clients, either through a general partner of a Client, as direct investors in a Client or otherwise, and may therefore participate indirectly in investments made by the Clients in which they invest. Such interests will vary Client by Client and may create an incentive to allocate particularly attractive investment opportunities to a Client in which such personnel hold a greater interest. To address these conflicts, the Adviser has adopted investment allocation policies and procedures (the “Allocation Policy”). Pursuant to the Allocation Policy, to the extent a particular investment opportunity is suitable for more than one Client, including a Proprietary Account, such investment will be allocated among the applicable Clients as determined by the Adviser in its good faith judgment and in accordance with the organizational documents of the relevant Clients, and subject to applicable legal, tax, regulatory and other considerations. The Adviser seeks to allocate investment opportunities among the Clients on a fair and equitable basis over time, taking into consideration each Client’s investment restrictions and various other factors as noted below. When allocating investment opportunities the Adviser is precluded from favoring any Client or set of Clients under the same strategy over another, considering different fee structures as an incentive in allocating investment opportunities to a Client or Clients that have the potential to pay a larger fee, or recommending or causing a Client to enter into transactions for the purpose of benefiting the direct or indirect securities holdings of the Adviser or its affiliates or employees. The determination by the Adviser of whether or not a particular investment opportunity is suitable for a particular Client is based upon such factors determined by the Adviser and, in furtherance thereof, the Adviser has established for certain Clients one or more predetermined criteria that must be satisfied in order for such Clients to be eligible to be allocated a particular type of investment opportunity (and the Adviser expects to establish such predetermined criteria for additional Clients when determined by the Adviser to be appropriate for such Clients, in each case consistent with the terms of its Allocation Policy). Pursuant to the Allocation Policy, the Adviser and its affiliates generally expect to allocate investment opportunities pro rata based on the available capital of each Client for the particular type of investment being allocated, or in some other manner that the Adviser determines is fair and equitable. With respect to the Clients, current available capital may include or reflect as the case may be, in the Adviser’s discretion, anticipated Client or account size and/or anticipated target portfolio size for a particular type of investment or investment strategy, cash on hand, anticipated legal commitments, agreements with the Clients (including facility agreements), the anticipated target or anticipated ultimate size and/or investment mandate of the Client, and the structure, terms and life cycle of each eligible Client. Where consistent with the governing documents applicable to any affected Client and with proper disclosure of all material risks and conflicts of interest as -56-

determined by the Adviser, the Adviser may also utilize participation interests to effect desired allocations of economic interests in investments, including, but not limited to, where title to any such investment may not be held by one or more Clients. In addition, pursuant to the Allocation Policy, certain investment opportunities may be allocated on a non-pro rata basis based upon a variety of factors determined by the Adviser in its good faith and discretion, including the investment objectives and guidelines of each of the Clients, the investment portfolio construction objectives for each of the Clients, risk tolerances, diversification considerations, investment restrictions, currency or other exposures, current portfolio composition, whether the applicable Client has an existing investment related to the investment opportunity, as well as the applicable Client’s structure, terms, and phase in its life cycle (for example, certain opportunities may be over-allocated or under-allocated to a Client during the beginning or end of its investment period), tax considerations, regulatory considerations or restrictions, the supply or demand of an investment opportunity at a given price level, the level of transaction costs involved in making the investment relative to the amount of capital a Client has available for the investment, and other factors. In particular, the Adviser has in the past and currently intends in the future in certain circumstances to over-allocate certain instruments to certain client accounts (in particular, CLO warehouse Clients and CLO Funds) during an initial period at the beginning of such Clients’ investment cycle. In addition, the Adviser has in the past and currently intends in the future to over-allocate to certain Clients whose investment mandate includes short-term holdings designed to be purchased and then shortly thereafter sold to third parties pursuant to agreements between such third parties and the Adviser and then promptly replaced by such Client by purchasing similar or other securities or instruments (again subject to such third party sale) (the “Acquisition/Disposition Funds”), and funds that have facility agreements or other similar agreements with the Adviser regarding the purchase of securities and/or instruments from such Client. Such allocations may reduce the supply of such instruments available to other Clients. Allocations based on the relative desired allocation for the applicable strategy may create an incentive for portfolio managers to seek excess allocations for certain limited opportunities. For more information investors should refer to Clients’ organizational and offering materials or investment advisory agreements following the relevant strategy. The Adviser’s policy is to allocate investment opportunities prior to or at the trade date or closing of an investment. Particularly with respect to loans, private equity investments and certain other illiquid investments, it is not always possible or practical to determine the proper initial allocation of an investment opportunity prior to or at the closing of the investment. This delay may be due to, among other things, uncertainty of investment structure prior to closing, pending tax analysis, imminent first closings of new Clients (or classes or series thereof) prior to or at the time of the closing of an investment, and/or a variety of other circumstances. In such an event, the Adviser may make the investment in one or more Clients with the understanding that the Adviser will finally allocate the investment after closing (a “Final Allocation”). In these circumstances, the Adviser shall use its best efforts to determine the Final Allocation of an investment opportunity as quickly as reasonably practical after the closing of the investment. At all times, the Adviser will seek to make each Final Allocation within forty-five (45) days of closing (the “Final Allocation Period”). So long as a Final Allocation is made within the Final Allocation Period, the Adviser will treat the Final Allocation as if made on the date of closing and shall not treat the Final

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Allocation as a cross transaction (or principal transaction) between or among Clients. Cost of capital, however, shall always be taken into account so that one or more Clients may, if deemed appropriate by the Adviser, reimburse one or more other Clients for the cost of capital (in addition to its or their share of an initial capital outlay) dating back to the date such capital was provided by such Client. In the event a Final Allocation is made outside of the Final Allocation Period, the Adviser shall treat the Final Allocation as a cross transaction (or principal transaction, as applicable) pursuant to its policies and procedures with respect to cross transactions and/or principal transactions, as applicable. The Adviser’s trade allocation and trade error policies and procedures allow for reallocation of certain trades after their initial allocation. As part of this reallocation process, the Adviser follows its policies and procedures which state that reallocations are only permitted under certain circumstances (such as to correct a misallocation) and require the approval of the Adviser’s Compliance or Legal department. The Adviser makes intra-Client allocations in accordance with the organizational documents for such entities, including with respect to any Client that has multiple classes, series, tranches or other divisions within its structure that have different investment mandates, investment return profiles, investment terms, investment periods, lifecycles or other different or disparate terms or provisions regarding investment opportunities. These allocations are generally expected to be made on a pro rata basis. While the Adviser has designed the Allocation Policy, as summarized herein, to reasonably assure that the Clients are treated fairly and equitably over time, the Allocation Policy does not guarantee that any Client will participate in each or every investment that is consistent with its mandate. A Client could be unable to invest in a particular opportunity (even if the Adviser believes that it would be in the Client’s interests to invest), as the application of the Allocation Policy could result, by way of example, in a suitable and desired investment for one Client instead being allocated to another Client if that investment were also suitable and desired for that other Client. There can be no assurance that the Adviser’s application of the Allocation Policy will result in a Client participating in all investment opportunities that fall within its investment objectives. The Adviser’s application of the Allocation Policy is a fact-intensive exercise. While the Adviser bases its allocation decisions on the information available to it at the time, this information could prove, in retrospect, to be incomplete or otherwise flawed. Furthermore, the weight the Adviser ascribes to certain considerations will evolve over time in response to, among other things, changes in market conditions, the competition the Adviser faces for investments and the mix of opportunities available. The allocation of opportunities requires the Adviser to make subjective judgments. Any such judgments and their application involve inherent conflicts and risks that assumptions regarding investment opportunities will not ultimately prove correct and accordingly, there can be no assurance that the Adviser’s subjective judgments will prove correct in hindsight. From time to time, the Adviser may refer the allocation of certain investment opportunities to the Adviser’s Allocation Committee (the “Allocation Committee”). The Allocation Committee makes recommendations as to the allocation of investment and disposition activities among the Adviser’s Clients, with the intention of fostering fair and equitable allocation over time. The Allocation Committee consists of senior officers of appropriate departments of the Adviser.

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Apera and BSP Ltd. operate separately with respect to their advisory activities, such that investment opportunities that Apera and BSP Ltd. source are subject to their own separate allocation policies, procedures and obligations and not the allocation policies, procedures and obligations of the others. Co-Investment Opportunities From time to time in connection with a co-investment opportunity, the Adviser or its affiliates may facilitate such co-investment and it, or an affiliate, may serve as the general partner or equivalent of a co-investment vehicle. The Adviser will determine if the amount of an investment opportunity exceeds the amount the Adviser determines would be appropriate for the Clients (after taking into account any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as co-sponsors, consultants and advisers to the Adviser and/or the Clients or management teams of the applicable portfolio company, certain strategic investors and other investors whose allocation is determined by the Adviser to be in the best interest of the applicable Client), and any such excess may be offered to one or more co-investors pursuant to the procedures included in such Clients’ organizational documents/side letter agreements. The Adviser may, in its sole discretion, offer co-investment opportunities to one or more investors in a Client (with respect to private fund Clients) or third parties. In general, (i) no investor will have a right to participate in any co-investment opportunity, (ii) decisions regarding whether and to whom to offer co-investment opportunities, as well as the applicable terms on which a coinvestment is made, are made in the sole discretion of the Adviser or its related persons considering such factors as the Adviser may consider relevant, (iii) co-investment opportunities are typically offered to some and not to other investors in the Clients, in the sole discretion of the Adviser or its affiliates, and investors may be offered a smaller amount of co-investment opportunities than originally requested, (iv) certain persons other than investors in the Clients (e.g., third parties) rather than one or more investors in a Client, may be offered co-investment opportunities, in the sole discretion of the Adviser or its affiliates, and (v) co-investors may purchase their interests in a portfolio company at the same time as the Clients or may purchase their interests from the applicable Clients after such Clients have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). Notwithstanding the foregoing, the Adviser has entered into certain agreements to provide coinvestment rights to certain investors in the Clients and third parties. The Adviser will allocate available co-investment opportunities among any such other parties as it may in its sole discretion determine (including, without limitation, another Client, affiliates of the Adviser (and/or their respective family members), and any person or entity who the Adviser believes will be of benefit to the co-investment, the Client, or another Client or who may provide a strategic, sourcing or similar benefit to the investment, Client, another Client, the Adviser, or one or more of their respective affiliates due to industry expertise or otherwise, including finders, senior advisors, originators and/or consultants of the Client (and may also organize one or more entities to invest in the Client or to co-invest alongside the Client to facilitate personal investments by such persons or entities)). Co-investments may be committed and/or consummated before or after the time that the Client makes its commitment or acquires the investment. In the event of a post-closing sell down, the Client will bear the risk that any or all of the excess portion of such investment may not be sold or may only be sold on unattractive terms. The Client may, in certain circumstances, bear

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the entire amount of any break-up fee or other fees, costs and expenses related to such investment, hold a larger portion than expected in such investment, or may realize lower-than-expected returns from such investment. The Client may also borrow to fund the portion of an investment that it intends to sell to co-investors. The Client will also bear the risk that any co-investors acquiring an interest in an investment after the closing of such investment may acquire such interest on terms that may not reflect the then-current value of such investment. In the case of a post-closing sell down, the Adviser may decide to charge (or may decide not to charge) co-investor interest costs in addition to cost for the time period between the closing of the Client’s investment in a portfolio company and the date of the transfer of interests in such portfolio company to the applicable coinvestor. In certain circumstances, the Adviser expects to receive compensation or other benefits from a third party for a co-investment opportunity, in which case the Adviser would have conflicts with respect to determinations as to when and to whom to make co-investment opportunities available. Additionally, non-binding acknowledgments of interest in co-investment opportunities are not investment allocation requirements and do not require the Adviser to notify the recipients of such acknowledgments if there is a co-investment opportunity. In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside the Client, may be formed in connection with the consummation of a transaction. In the event a co-investment vehicle is created, the investors in such co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. As a general matter, no co-investor will bear dead deal costs or break-up fees until they are contractually committed to invest in the prospective investment and, furthermore, unless any co-investors otherwise agree, the applicable Clients will bear the entire amount of any research, transaction, break-up fee or broken deal expense or other fees, costs and expenses related to an investment that is not consummated. Co-Investments – Affiliated Clients The Investment Company Act generally prohibits “joint” transactions with an affiliate, which could include co-investments in the same portfolio company. The SEC has granted BSP NY relief sought in an exemptive application that expands the ability for BSP NY’s 40 Act Funds to coinvest in portfolio companies with certain other managed Clients or certain of BSP NY’s affiliates, subject to compliance with certain conditions. Under the terms of the order, the independent directors of a 40 Act Fund must make certain conclusions in connection with a co-investment transaction, including, but not limited to: (i) the terms of the potential co-investment transaction, including the consideration to be paid are reasonable and fair to the 40 Act Fund, and (ii) the potential co-investment transaction is consistent with the interests of the 40 Act Fund and is consistent with its objectives and strategies. BSP NY’s 40 Act Funds may also co-invest with certain other managed Clients or certain of BSP NY’s affiliates in circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, BSP NY’s 40 Act Funds may co-invest with such entities consistent with guidance promulgated by the SEC staff permitting co-investments in privately placed securities so long as certain conditions are met, including that BSP NY, acting on one of BSP NY’s 40 Act Fund’s behalf and on behalf of other Clients, negotiates no term other than price. Any such investment would be made, subject to compliance with existing regulatory guidance, applicable regulations and BSP NY’s allocation procedures. In situations where BSP NY cannot rely on the -60-

exemptive order or SEC staff interpretations, BSP NY will need to decide which Client, if any, will proceed with the investment. Management of the Clients The Adviser manages a number of Clients that have investment objectives similar to each other. The Adviser expects in the future to establish one or more additional pooled investment vehicles, including private investment funds, and separate managed accounts with investment objectives substantially similar to, or different from, those of the current Clients. Allocation of available investment opportunities between the Clients and any such pooled investment vehicles, including private investment funds, and separate managed accounts could give rise to conflicts of interest. See “Allocations of Investment Opportunities” above. Certain officers and employees of the Adviser who invest in or alongside the Clients may have different interests from the Client with respect to such investments (for example, with respect to the availability and timing of liquidity). The Adviser may give advice or take actions with respect to, the investments of one or more Client that may not be given or taken with respect to other Clients with similar investment programs, objectives or strategies. As a result, Clients with similar strategies may not hold the same securities or achieve the same performance. In addition, a Client may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Client. These differences may result in variations with respect to holdings of a Client and the price, leverage and associated costs of a particular investment opportunity and differences in a Client’s performance as compared to other Clients with similar investment programs, objectives or strategies. In addition, it is expected that employees of the Adviser responsible for managing a particular Client will have responsibilities with respect to other Clients, including pooled investment vehicles and separate managed accounts, managed by the Adviser’s affiliates, including pooled investment vehicles and separate managed accounts, that it expects to establish in the future. Conflicts of interest may arise in allocating time, services or functions of these employees among Clients and pooled investment vehicles and separate managed accounts managed by the Adviser’s affiliates. See also the Adviser’s response to the section entitled “Other Potential Conflicts” below, which describes other activities undertaken by employees of the Adviser. Commonly Held Portfolio Investments Where certain Clients hold the same investment, the differing investment objectives of these Clients, as well as other factors applicable to the specific situation (including the differing liquidity requirements of the Clients), may result in a determination to dispose of, or retain, all or a portion of an investment on behalf of a Client at different times as such investment or portion thereof is being disposed of, or retained, by such other Clients. The Adviser may also recommend investments to certain other Clients that may differ from investments recommended to another Client, even though the investment objectives of these Clients may be similar. Further, in some instances, certain Clients may choose to coordinate their activities (such as timing dispositions in an orderly way in order to avoid affecting the market value of a class of investment in an unduly volatile manner) with respect to commonly held investments, when it would theoretically be possible for the Adviser to act unilaterally with respect to a Client’s holdings in such investment. Such coordination could have the effect of lowering returns on such investment relative to what might have been achieved absent such coordination. However, the Adviser is not obligated to engage in such coordination and in fact may elect not to do so in any particular circumstance. -61-

Certain Clients advised by the Adviser, are expected to hold overlapping positions, certain of which may be thinly traded or more illiquid. Accordingly, sales into the market of such positions, including to meet liquidity requirements with respect to one or more Clients, could adversely impact the value of such positions held by another Client. Such sales could be particularly adverse to a Client where the Clients hold the same or overlapping positions and a Client provides investors the opportunity to withdraw or otherwise has a different liquidity profile relative to another Client. Conflict of Interest Relating to Structured Credit Strategies Clients in BSP NY’s Structured Credit strategies may invest in CLOs, including, without limitation, CLO warehouses: (a) issued in transactions which are managed by BSP NY or an affiliate (“Affiliated CLOs” and “Affiliated Warehouses”, as applicable); (b) in which BSP NY or an affiliate and/or another Client managed by an BSP NY or an affiliate has made, or may make, an investment (including, without limitation, an investment in more junior or more senior tranches or interests different from or adverse to, the portfolio investments held by the structured credit client); and/or (c) to which BSP NY or an affiliate has provided financing or other services. BSP NY and its affiliates may also have ongoing relationships with or render services to, and engage in transactions with, companies whose securities are included in the collateral underlying one or more CLO and may own debt or equity securities issued by issuers of such collateral. Such purchases of CLOs (including CLO warehouses) by the structured credit client create potential conflicts of interest. BSP NY or its affiliates may receive substantial compensation with respect to investment management services provided to Affiliated CLOs (whether purchased in the primary or secondary market) which may include, but are not limited to, senior, subordinated and incentive management fees. In the case of Affiliated CLOs purchased by structured credit clients directly in the primary market, the structured credit client will receive a full rebate of all such management fees. Such rebate creates a conflict of interest to the extent that the investment manager and its affiliates may not pursue investment opportunities in Affiliated CLOs on behalf of the structured credit client even if the structured credit client is invested in the corresponding Affiliated Warehouse. No fees will be borne by the structured credit client with respect to the Affiliated Warehouses. With respect to an Affiliated Warehouse, following the issue of a CLO, BSP NY may, in its capacity as an equity holder of the relevant Affiliated Warehouse, receive a portion of any excess interest earned during the CLO warehouse phase applicable to such Affiliated Warehouse. In circumstances where an Affiliated Warehouse does not result in a CLO issue, the structured credit client may bear a proportion of the establishment and operating costs of such an Affiliated Warehouse on a pari passu basis with other equity investors and first loss lenders. In addition, BSP NY, or an affiliate that manages an Affiliated Warehouse, benefits from the structured credit client’s investment because establishing and financing the warehouse is an essential component of BSP NY’s or an affiliate’s CLO business. In connection with each Affiliated Warehouse, BSP NY or an affiliate will determine whether a CLO will be launched and at what price, which creates a conflict of interest involving BSP NY and/or an affiliate, possible future CLO investors and the structured credit client in its capacity as an investor in the Affiliated Warehouse.

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Conflict of Interest Relating to BSP High Yield Strategy Certain Clients’ investment guidelines allow BSP NY to invest in bank loans. In many cases for these types of investments, there is information available from the loan issuer to the participants. Certain of this information may be considered material non-public information. The fact that the information is material non-public information presents a possible conflict as it is BSP NY’s policy to restrict its debt securities trading when material non-public information becomes known. To remedy this conflict, it is BSP NY’s current policy with regard to bank loans to generally restrict access to material non-public information for any issuers where publicly traded debt securities are available. Follow-on Investments An additional investment made by a Client in an existing portfolio company presents a conflict of interest, including the terms of any new financing as well as the allocation of the investment opportunities in the case of follow-on investments by a Client in a portfolio company in which another Client of the Adviser or any client of the Adviser’s affiliates has previously invested. In addition, a Client may participate in relevering and recapitalization transactions involving a portfolio company in which another Client or client of the Adviser’s affiliates has already invested or will invest. Conflicts of interest may arise, including determinations of whether existing investors are being cashed out at a price that is higher or lower than market value and whether new investors are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. Related Services Certain affiliates of the Adviser perform Related Services for, and receive fees from, actual or prospective portfolio companies, other investment vehicles of the Clients, or the Clients. Such fees will be in addition to the management fee and performance-based compensation paid by such Client to the Adviser. These fees may create a conflict of interest because the amount of these fees may be substantial and the Clients and their investors, as applicable, may not have an interest in these fees. In many cases, with respect to the implementation of such arrangements, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest may exist in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. See Item 5. for additional information regarding Related Services fees. Diverse Membership The investors in certain Clients include U.S. taxable and tax-exempt entities, and institutions from jurisdictions outside of the United States. Such investors may have conflicting investment, tax and other interests with respect to their investments in a Client. The conflicting interests among the investors may relate to or arise from, among other things, the nature of investments made by a Client, the structuring of the acquisition of investments and the timing of the disposition of the investments, as well as the structure of a Client and its associated parallel investment vehicles. As a consequence, conflicts of interest may arise in connection with decisions made by the Adviser, including with respect to the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially with respect to investors’ individual tax

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situations. In selecting and structuring investments appropriate for a Client, the Adviser will consider the investment and tax objectives of the applicable Client and the investors as a whole, not the investment, tax or other objectives of any investor individually. Side Letter Agreements; Advisory Committee Rights The Adviser enters into side letter arrangements with certain investors in certain of the fund Clients providing such investors with different or preferential rights or terms, including but not limited to (i) different or preferential information, (ii) fee structures, (iii) other preferential economic rights, (iv) information and reporting rights, (v) excuse or exclusion rights, (vi) waiver of certain confidentiality provisions, (vii) co-investment rights, (viii) liquidity or transfer rights, (ix) certain rights or terms necessary in light of particular legal, regulatory or policy requirements of a particular investor, (x) additional obligations and restrictions with respect to structuring particular investments in light of the legal and regulatory considerations applicable to a particular investor and (xi) veto rights. Except as otherwise agreed with an investor, the Adviser (or applicable general partner or equivalent party) is not required to disclose the terms of side letter arrangements to other investors in the same fund Client. Certain fund Clients have established an advisory committee, consisting of representatives of investors. A conflict of interest may exist when some, but not all investors are permitted to designate a member to the advisory committee. The advisory committee may also have the ability to approve conflicts of interest with respect to the Adviser and the applicable fund Client, which could be disadvantageous to certain investors, including those investors who do not designate a member to the advisory committee. Representatives of the advisory committee may have various business, equity participation, and other relationships with the Adviser and its partners, employees and affiliates, including ownership interests in the Adviser and its affiliated investment advisers. These relationships may influence the decisions made by such members of the advisory committee. In addition, members of one fund Client’s advisory committee may also be members of another fund Client’s advisory committee or the advisory committee of an unaffiliated fund or otherwise have an economic interest that causes them to have a conflicting interest with that of the applicable fund Client. In such instances, a conflict of interest exists because the Clients on which such overlapping advisory committee members serve may have conflicting interests and such advisory committee members may be requested to provide their consent with respect to such conflicts of interest and will not recuse themselves from any such vote. Investments by Employees Subject to applicable regulatory restrictions, certain employees of the Adviser are permitted to invest directly or indirectly in certain Clients (in the case of private fund Clients). Such investors may be in possession of information relating to such Clients that is not available to other Client investors. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to the other Client investors. Investments by the senior management and key employees in certain Clients could incentivize such employees to increase or decrease the risk profile of such Client. The Adviser shall treat any Client into which an employee is invested the same as all other Clients as is required by the Adviser’s fiduciary duty.

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Advisory Affiliates BSP NY is affiliated with BSP Ltd., BSP, BSP CLO, and Franklin BSP, investment advisers registered with the SEC (collectively the “Affiliates”). Certain Affiliates and their relying advisers generally focus primarily on different investment strategies than the Adviser. However, the Adviser, BSP, BSP CLO, and BSP Ltd. integrate certain of their advisory activities, which include overlapping trading and investment strategies. As such, clients of the Adviser and the Affiliates may invest in the same portfolio companies, including in the same security or in different securities of such a portfolio company. The Adviser and such Affiliates have implemented policies and procedures, and with respect to the Adviser, BSP, BSP CLO, and Franklin BSP have combined such policies and procedures under a single compliance program, to address their overlapping strategies and investments and integrated advisory activities. The overlapping strategies and investments and integrated advisory activities with these Affiliates raises conflicts of interest, which the Adviser addresses through various policies and procedures, including, but not limited to: (i) allocation of investment opportunities where the Adviser’s Clients and Affiliates’ clients may have an interest in the same security; (ii) handling the receipt of material non-public information regarding a portfolio company, issuer or security, the receipt of which by the Adviser or an Affiliate may prevent the Adviser or an Affiliate from trading in such security; (iii) implementation of information barriers and restricting trading in certain securities by the Adviser and across some or all Affiliates; and (iv) aggregation of investments and trade orders between the Adviser and an Affiliate. In the ordinary course of conducting its activities, interests of the Adviser’s Clients may therefore conflict with the interests of an Affiliate’s clients. See the Adviser’s response in the sections entitled “Conflicts Related to Purchases and Sales” and “Allocations” above for additional information. Other than the Affiliates, the other investment adviser affiliates of the Adviser do not have their own clients. The Adviser is a subsidiary of Franklin Templeton, a global investment management organization (together with its affiliated advisers (but excluding the Adviser), referred to in this section as the “Franklin Templeton Advisers”). Clients of the Adviser and/or Franklin Templeton Advisers may invest in the same portfolio companies, including in the same security or other instrument or in different securities of or instruments issued by a portfolio company, and the Franklin Templeton Advisers have no obligation to inform the Adviser or its clients of any such investments or offer such investments to the Adviser or its Clients. In the ordinary course of conducting advisory activity on behalf of its Clients, the interests of the Advisers’ Clients may therefore conflict with the interests of other Clients of the Adviser and/or the Franklin Templeton Advisers. In addition, as a diversified financial services organization, the Franklin Templeton Advisers and their affiliates engage in a broad spectrum of activities including financial, advisory, investment and other activities where their interests may conflict with the interests of the Adviser and/or its Clients. Certain private fund Clients authorize the advisory committee to resolve and give consent to certain transactions and conflicts of interest on behalf of the private fund Client, including certain transactions or conflicts requiring consent of a client of a registered investment adviser under the Advisers Act. Any such consent shall be binding on the private fund Client. The Franklin Templeton Advisers may provide investment advisory services and other services to clients and receive fees for such services in connection with transactions in which those clients may have interests that conflict with those of the Advisers’ Clients. The Franklin Templeton Advisers may -65-

also give advice to clients that may cause them to take actions adverse to the Advisers’ Client’s investments. In addition, the Franklin Templeton Advisers may have relationships with clients seeking to invest in an existing portfolio company of Clients of the Adviser, or clients that compete with an existing portfolio company of Clients of the Adviser. Further, although it is not expected, it is possible that the Franklin Templeton Advisers could create investment vehicles in the future that may compete with Clients of the Adviser for investment opportunities. The Franklin Templeton Advisers will have no obligation to forego or share such investment opportunities with the Adviser or its Clients, and investments made by the Franklin Templeton Advisers in such opportunities could preclude the Adviser or its Clients from investing in such opportunities. In connection with its advisory business, the Franklin Templeton Advisers may come into possession of information that could potentially limit the ability of the Adviser or its Clients to engage in potential transactions. In order to avoid such limitations, the Adviser intends to control the flow of such information, such as by erecting information barriers to restrict the transfer of such information between the Adviser and the Franklin Templeton Advisers. In the event that an information barrier designed to protect the Adviser and its Clients is breached (including inadvertently), changed or removed, the Adviser and its Clients will likely face the same restrictions on its investment activities as it would have faced had the information barrier not been established in the first place or face restrictions resulting from such changes to the information barrier, as the case may be. The Adviser will generally not rely on the expertise of the Franklin Templeton Advisers and its investment professionals and will not share such investment professionals in managing and/or advising the Advisers’ Clients. Conflicts Relating to Related Persons and the Adviser The Adviser generally may, in its discretion, contract with any related person of the Adviser to perform services for the Adviser in connection with its provision of services to the Clients. When engaging a related person to provide such services, the Adviser may have an incentive to recommend the related person even if another person may be more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Adviser generally may, in its discretion, recommend to a Client that it contracts for services with (i) a related person of the Adviser or (ii) an entity with which the Adviser or its affiliates or a member of their personnel has a relationship or from which the Adviser or its affiliates or a member of their personnel otherwise derives financial or other benefit. When making such a recommendation, the Adviser may, because of its financial or other business interest, have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. Conflicts Related to Fee Structure Because a Clients’ management fee may be based upon the value of investor’s capital accounts or net asset value, to the extent that the valuation of such assets is determined or influenced by the Adviser or its affiliates, this may create a conflict of interest. The fact that the performance-based fee received by the Adviser or its affiliates from certain of the Clients is based on the performance of the Clients also creates an incentive for the Adviser to cause the Clients to make investments that are more speculative than would be the case in the absence

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of performance-based compensation. However, this incentive is tempered somewhat by loss carry forward provisions with respect to the Adviser’s receipt of Incentive Allocation from certain of the Clients. See Item 6 and additional information in Item 11. for information regarding the allocation of investment opportunities and how such conflicts of interest are generally addressed by BSP NY. Fund Level Borrowing The Clients from time-to-time borrow funds or enter into other financing arrangements for various reasons, including to pay fund expenses, to pay Advisory Fees, to make or facilitate new or followon investments, to make payments under hedging transactions, to cover any shortfall resulting from an investor’s default or exclusion or to fund capital contributions at the closing of an investment. If a fund Client borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all investors in such fund Client on a pro rata basis, including the general partner or equivalent party. In addition, fund facilities for certain Clients are available to provide borrowed funds directly to the portfolio investments of such Clients, in which case such borrowed funds would be guaranteed by such Clients. Although borrowings by a Client have the potential to enhance overall returns that exceed such Client’s cost of funds, such borrowings increase the potential exposure of such Client to a particular investment above the level that such Client would typically have had an investment been limited to equity. Any such borrowings will further diminish returns (or increase losses on capital) to the extent overall returns are less than a Client’s cost of funds. In addition, borrowings by a fund Client are secured by capital commitments made by such fund Client’s investors as well as by such fund Client’s assets and the documentation relating to such borrowings provides that during the continuance of a default under such borrowings, the interests of the investors may be subordinated to such fund-level borrowing. Moreover, tax-exempt investors should note that the use of leverage by a fund Client may cause the realization of “unrelated business taxable income.” To the extent a Client uses borrowed funds in advance or in lieu of capital contributions or a portfolio company borrows funds directly through such fund Client facility, such fund Client’s investors generally make correspondingly later capital contributions. As a result, a fund Client’s use of borrowed funds will impact the calculation of net performance metrics (to the extent that they measure investor cash flows) and may make net IRR calculations higher than it otherwise would be without fundlevel borrowing and can impact the carried interest a fund Client’s general partner receives, as these calculations generally depend on the amount and timing of capital contributions as well as the level of the organizational structure at which such borrowed funds are borrowed or deployed. In addition, where a portfolio company borrows funds directly through a fund Client facility, the applicable fund Clients may charge the portfolio company borrower higher interest rates than the interest rate such fund Clients pay pursuant to such financing facility, among other things, to help offset origination and other facility costs. Transactions with Affiliates Conflicts may also arise in connection with loans or other assets originated by one Client and sold to another Client. To the extent a Client purchases loans or other assets and subsequently sells a portion thereof to another Client, such Client will bear the risk of changes in the value of such loans or other assets during the period it holds such loans or other amounts and the amount of capital available to such Client to pursue other investment opportunities may be reduced. It may -67-

be difficult to determine the value of the loans or other assets transferred to the buying Client and hence the consideration due to the selling Client whenever the buying Client may buy the loans or other assets. The valuation of loans or other assets that may be transferred between Clients involves inherent conflicts of interest for the Adviser and there is no guarantee that the Adviser will resolve these conflicts in a manner that will not have an adverse effect on a Client. Additionally, a selling Client may not offer all originated loans to a buying Client and a buying Client may not accept all such loans that are offered. Additional conflicts could also arise with respect to the investment of a Client in CLOs or financing vehicles formed by the Adviser or its affiliates. Investing in CLOs or financing vehicles sponsored by the Adviser or its affiliates would result in certain conflicts, including that the Adviser may have an interest in causing a Client to provide financing for a CLO or financing vehicle to support its business or financial interests in causing the formation or closing of a CLO. Furthermore, Client investors, with respect to certain private fund Clients, should not expect the Adviser to have better information with respect to Adviser-affiliated investments than other investors have. Even if the Adviser has such information, it may not be permitted to act upon it in a manner that disadvantages the other investors in such Clients. Other Clients, or employees of the Adviser or its affiliates may be invested in different tranches or the same tranches of such CLOs as a Client or may invest in financing arrangements or “warehouses” with respect to such a CLO investment or vice versa. Such arrangements would cause conflicts related to a Client’s investment. Transactions Related to Affiliates of and Clients Advised by the Adviser A Client may seek to refinance loans or extend new credit to a borrower that has a current loan with an affiliate of or Client advised by the Adviser where the loan is nearing maturity or the borrower is seeking alternative financing, or in certain circumstances another such affiliate or Client of the Adviser may lend to an existing borrower of a Client. While the terms of such financing are negotiated with such borrowers, in certain circumstances it may be customary or may otherwise be beneficial for legal, tax, regulatory or other reasons for such transactions to involve both a Client and an affiliated lender or proceeds from one such transaction may pay off another such transaction, and such transactions are not restricted or subject to limitation under the terms of a Client agreement. The Adviser, in its discretion, has in the past and may cause the Clients to have ongoing business dealings, arrangements or agreements with persons who are former employees or executives of the Adviser or the Adviser’s affiliates. The Clients bear, directly or indirectly, the costs of such dealings, arrangements or agreements. In such circumstances, there may be a conflict of interest between the Adviser and the Clients in determining whether to engage in or to continue such dealings, arrangements or agreements, including the possibility that the Adviser may favor the engagement or continued engagement of such persons even if a better price and/or quality of service could be obtained from another person. Investors in private fund Clients may be introduced to the Adviser, or may be brought into a Client, by a third-party service provider from which the Adviser or an affiliate purchase products or services to which the Adviser or an affiliate may make payments. The Adviser has in the past and may, from time to time in the future, cause one or more Clients to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of -68-

insurance brokers) for insurance to insure the applicable Clients, the applicable general partner, the Adviser and/or their respective directors, officers, employees, agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Clients. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by the Adviser that cover one or more Clients and/or the Adviser (including their respective directors, officers, employees, agents, representatives, members of the advisory committee and other indemnified parties). The Adviser will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Clients, and/or the Adviser on a fair and reasonable basis and consistent with the Clients’ governing documents. A different allocation could result in a Client bearing lower (or greater) premiums, fees, costs and expenses for insurance policies. If a Client purchases in the secondary market at a discount debt securities of a company in which a Client has, for example, a substantial equity interest, (a) a court might require a Client to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (b) a Client might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. The effect of these transactions will vary from jurisdiction to jurisdiction. Other Potential Conflicts of Interest As noted previously, BSP NY and BSP NY’s affiliates manage numerous accounts with a variety of interests. This necessarily creates conflicts of interest for BSP NY. For example, an affiliate or BSP NY may cause multiple accounts to invest in the same investment. Such accounts may have conflicting interests and objectives in connection with such investment, including differing views on the operations or activities of the portfolio company, the targeted returns for the transaction and the timeframe for and method of exiting the investment. Conflicts also arise in cases where multiple BSP NY and/or affiliate client accounts are invested in different parts of an issuer’s capital structure. For example, one of BSP NY’s clients could acquire debt obligations of a company while an affiliate’s account acquires an equity investment. In negotiating the terms and conditions of any such investments, BSP NY may find that the interests of the debt-holding client accounts and the equity holding client accounts conflict. If that issuer encounters financial problems, decisions over the terms of the workout could raise conflicts of interest (including, for example, conflicts over proposed waivers and amendments to debt covenants). For example, debtholding accounts may be better served by a liquidation of an issuer in which it could be paid in full, while equity holding accounts might prefer a reorganization of the issuer that would have the potential to retain value for the equity holders. As another example, holders of an issuer’s senior securities may be able to act to direct cash flows away from junior security holders, and both the junior and senior securities may be held in client accounts. Any of the foregoing conflicts of interest will be discussed and resolved on a case-by-case basis. Any such discussions will factor in the interests of the relevant parties and applicable laws. See also Item 12. The organizational documents of a Client establish complex arrangements among the Clients, the Adviser, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the organizational documents of a Client, if any, may be broad, unclear, -69-

general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Adviser will construe the relevant provisions in good faith and in a manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors (in the case of private fund Clients). The Adviser, its affiliates and the Clients will often engage common legal counsel and other advisers in a particular transaction, including transactions in which there may be conflicts of interest. Members of the law firms engaged to represent the Clients may be investors in a client or other pooled investment vehicles and separate managed accounts managed by the Adviser’s affiliates and may also represent one or more portfolio companies or investors in a client or pooled investment vehicles and separate managed accounts managed by the Adviser’s affiliates. In the event of a significant dispute or divergence of interest between Clients and the Adviser and/or its affiliates, the parties may engage separate counsel in the sole discretion of the Adviser and its affiliates. Moreover, in litigation and certain other circumstances, separate representation may be required. The Adviser, its affiliates and the Clients and portfolio companies may engage other common service providers. The Adviser, its affiliates and the Clients and portfolio companies may be charged varying amounts for such services or may have different fee arrangements for different types of services provided. For instance, fees for various types of work in certain circumstances depend on the complexity of the matter, the expertise required, and the time demands of the service provider. As a result, to the extent the services required by the Adviser or its affiliates differ from those required by the Clients and/or their portfolio companies, the Adviser and its affiliates could pay different rates and fees than those paid by the Clients and/or their portfolio companies. Nevertheless, a conflict of interest could still arise between the Adviser, on the one hand, and the Clients and portfolio companies, on the other hand, in determining whether to engage such service providers, including the possibility that the Adviser may favor the engagement or continued engagement of such persons if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Clients and/or the portfolio companies. In addition, certain portfolio companies and certain affiliates of a Client could engage in activities that could adversely affect a Client and/or one or more of its portfolio companies, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as the entity that has incurred the liability. This may result in the assets of a Client and/or a portfolio company being used to satisfy the obligations or liabilities of another Client or its portfolio companies, or a pooled investment vehicle, separate managed account or portfolio companies of a pooled investment vehicle or separate managed account managed by an affiliate of the Adviser.

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However, in determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser need not always pay the lowest possible commission or markup or markdown, but can take into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including:

price,

the size of the transaction,

the nature of the market for the security,

the amount of the commission,

the timing of the transaction taking into account market prices and trends,

the reputation, experience and financial stability of the broker or dealer,

the broker’s reliability, responsiveness, reputation, execution, clearance, settlement and error correction capabilities,

the broker’s willingness to commit capital,

its access to a particular trading market,

its availability of securities to borrow or short sales,

the value of research it provides, and

the quality of service rendered by the broker or dealer in other transactions.

In order to monitor best execution, the Adviser, as well as the Adviser’s compliance group, will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Client. Soft Dollars The term “soft dollars” is commonly understood to refer to arrangements where an investment adviser uses Client brokerage commissions to pay for research or other services used by the investment adviser. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” -71-

that permits investment advisers to enter into soft dollar arrangements if the investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of the brokerage and research services provided. As a matter of policy, BSP NY does not utilize “soft dollar” arrangements. The Adviser may pay a broker a higher commission rate than another broker might charge if the Adviser determines, after considering the circumstances of the transaction, that the difference in cost is reasonably justified by the quality of the service offered. For accounts over which the Adviser exercises investment discretion, the Adviser may cause the account to pay a higher commission (“pay up”) in recognition of the value of “research services” received by the Adviser from or at the expense of the broker, to the extent such research services assist the Adviser in making investment decisions for discretionary client accounts. Any such soft dollar arrangements will be consistent with Section 28(e) of the Exchange Act, which permits the use of soft dollars in certain circumstances. Where research services also assist the Adviser in performing noninvestment decision-making functions (such as accounting, record keeping or administrative services), the Adviser will make a reasonable allocation of the cost of the service according to its use, and use brokerage commissions to pay only for the research related component. Services that assist the Adviser solely in its performance of non-research related functions will be paid exclusively by the Adviser. On occasion BSP NY may execute transactions directly with an issuer without transacting through a broker-dealer/agent bank if it is determined that doing so is in the best interest of a Client. The brokerage practices of the European Private Credit strategy are determined by BSP Ltd. in consultation with the Adviser. The European Private Credit team does not generally use brokerdealers because their investments in portfolio companies are conducted through private offerings whereby a Clients’ ownership is recorded on the books of the issuer. Most of the time the exit of portfolio company positions is effected through private transactions and not through brokerdealers/agent banks due to the nature of the transaction (i.e., pay-downs, pay-offs and/or refinancing by portfolio companies of their outstanding debts). However, in the few instances when a Client uses a broker-dealer/agent bank to effect the liquidation of its holdings in portfolio companies, best execution is the primary consideration in placing portfolio transactions with a particular broker-dealer. The team considers the price of the instrument, broker-dealer mark-ups or mark-downs and related transaction costs. Other considerations include a broker-dealer’s specific expertise and/or agent bank status with respect to a particular security; access to underwritten offerings; and execution capabilities including such factors as responsiveness to BSP NY, back office settlement capabilities, the ability to generate credit investment ideas, and the broker-dealer’s financial stability. The brokerage practices of the Special Situations strategy are determined by BSP Ltd. in consultation with the Adviser. While the Adviser has been given authority to place orders for trades at the direction of BSP Ltd., the Adviser generally does not place orders for trades and does not expect to do so.

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Other Brokerage Practices Conflicts of Interest The following brokerage practices may lead to an actual or potential conflict of interest when selecting broker-dealers to execute Client trades:

receiving client referrals from a broker-dealer;

acting on a client’s direction to use a particular broker-dealer; and

using affiliated broker-dealers.

Compensation/Brokerage for Client Referrals BSP NY does not direct securities transactions to any broker-dealer in exchange for referral of investment management Clients. Affiliated Brokerage BSP NY generally does not execute securities transactions through affiliated broker-dealers. Directed Brokerage BSP NY may accept direction from a Client to place trades for a Client’s account with a particular broker-dealer or list of brokers. At times, a Client may instruct BSP NY to direct a portion of its commissions to a specified broker-dealer. In the event that such direction occurs, BSP NY may have limited capability to negotiate commission levels or obtain volume discounts and may experience other impediments to achieving best execution. In addition, in meeting a Client’s brokerage directive, BSP NY may not be able to aggregate these transactions with transactions BSP NY effects for other accounts it manages, and it may delay placing the orders for directed accounts until its orders for other accounts have been completed. As a result, the net price paid or received by the directed account may be different than the price paid or received by BSP NY’s other Clients and, therefore, it may be unable to achieve the most favorable execution for such directed account. Accordingly, directing brokerage may cost Clients more money. Due to the directed brokerage arrangements that a number of Clients have in place, the overall firm-wide commission rates may be higher than they otherwise would be if BSP NY did not participate in any Client-directed brokerage programs. Aggregation of Investments The Adviser and certain of its affiliates, from time to time, subject to applicable law and the Adviser’s, the affiliates’ or an applicable Client’s or affiliates’ client’s compliance policies and procedures, may aggregate (or bunch) the orders of more than one Client and/or affiliates’ client, for the purchase or sale of the same publicly traded security. The Adviser, and certain of its affiliates, often employ this practice because larger transactions can enable the Adviser and its affiliates to obtain better overall prices, including lower commission costs or mark-ups or markdowns. The Adviser and certain of its affiliates may combine orders on behalf of Funds with orders for other funds or clients for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Adviser and its affiliates generally allocate the publicly traded securities or proceeds arising out of those transactions (and the related -73-

transaction expenses) on an average price basis among the various participants on a pro rata basis. An order for a new issue will generally not be aggregated with a secondary market transaction of the same issuer. When orders for publicly traded securities are not entirely filled, allocation shall be made based upon the Adviser’s and affiliates’ (if applicable) procedures for allocation of investment opportunities. Where aggregate trades have been filled during the course of the trading day at different prices, the execution price of the publicly traded securities to each client will, to the extent possible, be the average price of all executions of purchases or sales, as the case may be, for all clients executing such transaction during that day. See the Adviser’s response to Item 11 for more information regarding conflicts of interest related to investment and trading discretion.

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The Adviser may provide certain investors with information on a more frequent and detailed basis if agreed to by the Adviser. In addition, the Adviser provides investors of private fund Clients, typically in an electronic format, audited financial statements concerning their respective private fund Clients and tax information necessary for the completion of such investor’s tax return within 120 days after the end of the private fund Clients fiscal year. Investors are also provided with performance and other detailed information so that each investor can monitor its investment in the Clients. In addition, with respect to certain Clients, the Adviser will hold an annual or semi-annual meeting for their respective investors.

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Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests in a Client or strategy or contributions to such Client or strategy that are accepted by the Client’s general partner or board of directors, where applicable, with respect to such prospective investors. Such fees will be negotiated individually between the Adviser and such person. Any such engagements will be structured and disclosed to relevant parties in accordance with requirements under Rule 206(4)-1 under the Advisers Act.

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The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which they have custody with a qualified custodian. Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 imposes on investment advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle: (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of fund adviser) of its fiscal year-end. The Adviser relies upon this audit exception. For purposes of the Custody Rule, the Adviser is deemed to have “custody” of certain client assets because it has the ability to deduct fees from Clients’ custodial accounts; or the Adviser or an affiliate of the Adviser may serve as general partner, managing member/trustee, or in a similar capacity of a Client organized as limited partnership, limited liability company, or trust, as applicable. Separate Managed Account Clients BSP NY does not maintain physical possession of Client assets held in separate managed accounts. Typically, each of BSP NY’s Clients independently select a custodian with whom they contract directly. BSP NY’s authority to instruct a Client’s custodian is generally limited to that granted by the Client to BSP NY in the investment management agreement. Separate managed account Clients will receive from their bank, broker-dealer or other qualified custodian an account statement, at least quarterly, identifying the amount of funds and each security in the account at the end of the period and setting forth all transactions in the account during that period. Clients should review these statements carefully. Such Clients will also receive account statements separately from BSP NY and are strongly urged to compare the account statements received from BSP NY with those that are received from the qualified custodian.

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With respect to the Clients for whom the Adviser provides discretionary advisory services, the Adviser generally has the discretion to determine, without consent of such Clients or the investors in fund Clients, the particular securities or instruments to be bought and sold in accordance with the terms and conditions of the applicable organizational documents of and advisory or sub-advisory agreement with each Client and, with respect to the 40 Act Funds, in accordance with such 40 Act Funds’ investment policies and restrictions, as provided for from time to time in such 40 Act Funds’ prospectuses and SAIs. The Adviser will provide investment advice to the Clients, subject to certain limitations and restrictions on the Clients as to diversification and type of permitted investments. Clients will typically make direct investments in companies, although the Adviser has and may, in its discretion, form a special purpose vehicle with respect to particular investments. BSP NY has also entered into agreements with BSP Ltd. where BSP NY provides nondiscretionary investment advice but is not responsible for day-to-day investment management decisions.

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Where authority to vote has been delegated to the Adviser, it is the Adviser’s fiduciary duty to vote proxies and other consents and/or actions in the best interests of each of the Clients on a Client-by-Client basis. The overriding principle of the Adviser’s proxy and other voting, consent and/or action is to maximize the financial interests of each of the Clients on a Client-by-Client basis. It is the policy of the Adviser in voting, consent and/or action matters to consider and vote or otherwise act with respect to each proposal with the objective of maximizing investment returns for the Clients, in each case on a Client-by-Client basis. The Adviser has established guidelines regarding the voting of proxies on routine, non-routine, corporate governance and social issues and other matters. In the event of a conflict, the portfolio manager for each Client will advocate in the best interest of the specific Client. The Adviser may, however, vote, consent and/or act in a manner that is contrary to the Adviser’s general guidelines if it believes that it would be in a Client’s best interest to do so, and the Adviser makes such determinations on a Client-by-Client basis. All proxies and other votes, consents and/or actions require a mandatory conflicts of interest review, which will include consideration of whether (i) the Adviser, (ii) any investment professional or other persons at the Adviser recommending how to vote, (iii) one or more Clients and/or (iv) the Adviser’s affiliates and their clients have an interest in how the proxy (or other matter) is voted and whether that may present a conflict of interest. Situations may arise in which separate Clients invest in different parts of the capital structure of the same company or other entity, or in which a single Client may invest in different parts of the capital structure of the same company or other entity. In those situations, two or more Clients may be invested in strategies having different investment objectives, investment styles, economic positions and/or portfolio managers. As a result, the Adviser may cast different votes on behalf of different Clients. In each case, the Adviser will determine the vote, consent or action that the Adviser believes in the best interests of each Client, without regard to the interests of any other Client. In resolving conflicts, or otherwise determining how to vote, consent and/or act with respect to a particular matter, the Adviser may from time to time utilize separate deal teams, implement information barriers and internal screens, retain separate outside counsel and/or seek input from unaffiliated third parties, including without limitation independent directors, advisory committees, independent fiduciaries, consultants and other professionals. The Adviser is not required to vote a proxy (or similar matter) if the cost of voting due to special translation, delivery or other requirements would outweigh the benefit of voting.

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The Adviser will retain all books and records relating to its proxy and other voting activities on behalf of Client accounts in accordance with the requirements of Rule 204-2(c)(2) under the Advisers Act. Copies of the Adviser’s proxy and other voting policies and procedures and relevant voting logs are available to any Client or prospective client by calling Rick Gallo at 212-588-6739 or by writing to Mr. Gallo, Chief Compliance Officer, Benefit Street Partners L.L.C., One Madison Avenue, Suite 1600, New York, NY 10010 or by contacting Mr. Gallo via email at r.gallo@bspcredit.com. To the extent that it is granted such authority by Clients, the Adviser may deal with class action claims on a case-by-case basis. Upon receipt of a claim, the Chief Compliance Officer, in conjunction with the Chief Operating Officer, will determine whether the Adviser should join or otherwise participate in such class action or litigation in light of the relative costs and benefits of doing so. Any proceeds from a class action suit will be allocated among the Clients and any Client investors (in the case of private fund Clients) currently existing at the time of recovery of such proceeds.

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