Mesa West Capital: investment adviser

(“MWREIF V”), MWREIF IV Holdings, LLC (“Holdings LLC”), Mesa West Real Estate Income Fund V (PF), L.P. (“V PF”), Mesa West Real Estate Income Fund VI, L.P. (“MWREIF VI”) and MWC 49 L.P. (“MWC 49”) (collectively, the “Closed-end Funds”) and Mesa West Core Lending Fund, L.P. (“Core Fund” or the “Open-end Fund”), which are together with other respective related parallel, co-investment and feeder vehicles, collectively, the “Funds” or singularly, a “Fund”. Additionally, affiliates of Mesa West manage assets on a non-discretionary basis for certain other Separate Account clients (collectively referred to as the “Separate Accounts” or singularly, a “Separate Account”). Mesa West also serves as a non-discretionary investment sub-adviser to MSREF Real Estate Advisor, Inc, an affiliate, in its role as the investment adviser to North Haven Net REIT (the “Sub-Advised Account”). Mesa West provides discretionary investment advisory services to private investment funds (the Funds) and non-discretionary investment advisory services to the Separate Accounts. The Funds and Separate Accounts primarily invest in debt interests in commercial real estate related assets located in the U.S. with a substantial current income component. Wholly-owned affiliates of Mesa West serve as the general partner each to MWREIF IV, MWREIF V, MWREIF VI, Holdings, LLC, V PF, MWC 49 and the Core Fund. Each Fund is managed by its respective general partner. Additionally, a wholly owned affiliate of Mesa West, Mesa West DSA, LLC, serves as the advisor to certain separate accounts (the “Separate Account Advisor”) under respective agreements with single institutional investors. For ease of reference, Mesa West and any general partner to a Fund or advisor to a Separate Account are referred to, collectively, throughout this brochure as “Mesa West” or the “Adviser.” Mesa West is responsible for identifying investment opportunities for the Funds and Separate Accounts, as well as facilitating the acquisition, monitoring, and disposition of each of the investments. Mesa West provides investment advice to the Funds and Separate Accounts, or “clients.” Mesa West tailors its investment advisory services to the individual needs of each Fund or Separate Account, in accordance with the investment objectives, strategies and limitations (if any) described in each Fund’s respective offering documents, limited partnership agreement, limited liability company agreement and in each Separate Account’s advisory agreements.

Each of the Funds is organized as either a Delaware limited partnership or Delaware limited liability company and certain wholly-owned affiliates of the Funds that may consummate or hold investments are organized as Delaware limited liability companies. The Separate Account Advisor is organized as a Delaware limited liability company. While not currently used or anticipated, Mesa West has the ability to provide Fund investors the right to participate in a separate pooled investment vehicle (“Fund Sidecar”) for the purpose of participating on a levered or unlevered basis in certain co-investment opportunities with a particular Fund. Investors may make a commitment to the Fund Sidecar, when made available, and the amount of which will be determined in Mesa West’s discretion. The Adviser’s affiliation with Morgan Stanley, including Morgan Stanley Real Estate Investing, the real estate investing business of Morgan Stanley, together with its subsidiaries and the supporting units dedicated to the real estate investing business (collectively, “MSREI”), provides it with access to valuable relationships, market knowledge, and financial and operating expertise. Morgan Stanley has been engaged in the real estate business since 1969 and the investing businesses employ professionals worldwide who have demonstrated a proven ability to source deals, structure complex transactions and identify multiple exit strategies which enhance the advisory clients’ ability to meet their return objectives.

Rights and benefits that are more favorable in any material respect may be afforded to a Limited Partner based upon its commitment level or for other reasons, and the same favorable rights and benefits may be extended to other Limited Partners in accordance with each respective Fund’s limited partnership agreement or limited liability company agreement and the Adviser is not required to inform, or offer similar arrangements to, any other investor except as agreed with such investor or as required by applicable law. These rights and benefits may include most favored nation status, advisory committee designations, and specific reporting requirements, tax considerations, and other terms and conditions. In the most recent Closed-end Fund, Limited Partners pay an annual management fee equal to a percentage of their respective net invested capital. In most cases, the Closed-end Funds’ Limited Partners pay annual management fees equal to a percentage of their respective total commitment amount during the investment period and a percentage of their respective net invested capital thereafter. Depending on various factors, for example, the size of an investor’s commitment to a specific fund or the aggregate size of accounts represented by a specific consultant, the fee may be reduced. The Open-end Fund’s Limited Partners currently pay annual management fees equal to a percentage of the net asset value allocable to their respective investment interests held. The management fees are deducted and charged quarterly in advance. The Funds have varying fees which range from .38% to 1.50%. The Open-end Fund will charge different fee rates depending on the class of shares acquired by the Investors. See also “Co-Investments” below for additional information on the fees and expenses relating to co-investments. Mesa West has entered into negotiated advisory agreements with each Separate Account investor. The investors pay annual advisory fees equal to a percentage of the outstanding principal balance or fair value of its loan investments. The fee rates are in a range of .30% to .50%. From the advisory fee, annual loan servicing fees are typically deducted and paid to Mesa West’s loan servicing venture described in Item 10. Other fee arrangements, including, but not limited to, special servicing fees or sharing of investment extension, origination, modification, prepayment or exit fees may also be negotiated. Additionally, reimbursement by the investor of certain Mesa West set-up costs and ongoing expenses may be negotiated.

Mesa West has entered into a Sub-Advisory Agreement with respect to the Sub-Advised Account pursuant to which the investment adviser of the Sub-Advised Account pays a fee that is calculated based on the net asset value attributable to the investments for which Mesa West provides subadvisory services plus a fee that is calculated based on the gross outstanding principal balance of such investments. Carried Interest and Incentive Fees With respect to each Closed-end Fund and without prejudice to the ability of the Adviser and the applicable Fund to enter into letter agreements or other similar arrangements with one or more Limited Partners that may confer additional benefits on individual Limited Partners that other Limited Partners will not receive (to the fullest extent permitted by applicable law), affiliated entities of Mesa West will also be entitled to receive up to 20% of a Limited Partner’s distributions on investments. The fee complies with the provisions of Rule 205-3 under the Advisers Act; provided that each Closed-end Fund has established a distribution waterfall describing how distributions will be paid to the underlying investors and Mesa West. Investors receive a preferred return on their investments plus a full return of invested capital prior to the distribution of any incentive compensation paid to Mesa West. The distribution waterfalls are further described in the governing documents for each Closed-end Fund. To the extent Mesa West is entitled to certain distributions to fund uncovered tax liabilities it may incur as a result of its interest in any respective Closed-end Funds’ profits, any amounts distributed as such will be considered an advance against the next profits interest distribution payable to Mesa West. Mesa West generally does not reinvest capital of a Closed-end Fund in new assets (i.e., new originations/acquisitions) other than during the commitment period for such Closed-end Fund. However, distributable net proceeds may be reinvested in existing investments of the Closed-end Funds and used for operating expenses. Mesa West does not receive distribution of income, proceeds, incentive compensation, or tax liability distributions from the Open-end Fund. Investors in the Open-end Fund are entitled to distributions of net cash flow and also have the option of reinvesting their share of distributions. An investor in the Open-end Fund may redeem its interest without the consent of Mesa West, but the timing and amount of those transactions is dependent on the general partner’s discretion. An investor cannot transfer its interest without the consent of Mesa West. New investors are admitted into the Open-end Fund from time to time subject to the suitability and other requirements as described in the Open-end Fund’s offering documents. Mesa West generally reinvests realized capital proceeds from investments in the Open-end Fund into new assets (i.e., new originations/acquisitions), but also can use such capital proceeds to redeem investors choosing to exit the vehicle and to fund expenses, reserves and working capital balances.

With respect to the Open-end Fund, redemption requests are honored quarterly on a pro rata basis and may be fully or partially redeemed subject to available funded capital and capital proceeds balances. Outstanding redemption requests will be accommodated as liquid assets permit. To the extent that liquid assets are insufficient during any calendar quarter to satisfy all outstanding redemption requests, redemptions will be processed as stated in the Open-end Fund’s limited partnership agreement. With respect to certain of the Closed-end Funds, Limited Partners within such Closed-end Fund are entitled to a clawback of all or a portion of a general partner’s carried interest in certain circumstances. Expenses Mesa West does not intend to acquire physical properties through its loan originations; however, in the event of a defaulted loan or distressed situation, it is possible that Mesa West could acquire physical property. The Funds and Separate Accounts may also bear certain out-of-pocket expenses incurred by the Adviser and/or its affiliates in connection with the services provided to such Funds and Separate Accounts. The payment of such expenses does not represent a source of profit for the Adviser, but rather is a reimbursement of actual costs initially paid by the Adviser (or its affiliates) and subsequently passed through to the Funds and/or the Separate Accounts. The most common expenses include (i) fees, costs and expenses (including travel (including business commercial aircraft travel in certain circumstances), meals and accommodations), incurred in conducting due diligence for loan originations, investigations into, purchasing, acquiring, developing, negotiating, structuring, monitoring, custody, hedging, financing, insuring and disposing of actual or potential investments, (including costs of external financial, legal, accounting, auditors, appraisers, investment bankers, collateral managers, consulting or other advisors, or any lenders and other financing sources); third party out-of-pocket expenses incurred by the Adviser in connection with client investments or proposed investments and other costs and expenses in connection with the acquisition, underwriting, market research, financing, operation, ownership, management, development, redevelopment, refinancing, sale, leasing or other disposition of investments; costs and fees in connection with transactions which are not consummated, including reverse break-up fees and lost deposits; (ii) costs and expenses related to the engagement of third-party consultants, advisors and service providers, including costs and expenses incurred in connection with obtaining legal, tax, appraisal or accounting, fund administration, custody or depositary advice or services; (iii) expenses incurred in connection with any litigation, indemnification or extraordinary expense or liability relating to the affairs of the Funds or the Separate Accounts, including with respect to any governmental inquiry, investigation or proceeding; (iv) expenses related to legal and regulatory compliance for the Funds or the Separate Accounts together with costs and expenses in relation to the maintenance or compliance with the tax or legal status of the Funds or the Separate Accounts; (v) expenses incurred in connection with, and any principal, interest or other amounts owing in respect of, any indebtedness or guarantees of the clients or any proposed or definitive credit facility or other credit arrangement, including the repayment of amounts under such indebtedness, guarantees, credit facilities or other credit arrangements; (vi) expenses associated with advisory committee and Limited Partner meetings including annual meetings, including, without limitation, (A) each Limited Partner’s lodging, food, and beverages,

(B) each Limited Partner’s automobile transportation costs for Limited Partner attendees for travel between the event hotel and the airport, and to and from other destinations directly related to the meeting during the duration thereof, (C) for members of the advisory committee, in addition to any other operating expenses to be borne by the Funds in respect of them in their capacity as Limited Partners, any transportation costs in connection with attendance at any advisory committee meeting (which may include business class airfare for international travel and coach class airfare for domestic travel), and, other reasonable out-of-pocket expenses of members of the advisory committee or that the general partners incur in connection with attending such meetings, (D) direct costs of the meetings, including rental of event space at the hotel, furniture rental, audio visual equipment rental, catering charges, and all other event-related labor, materials and supply costs and gratuities, (E) costs related to speakers in connection with the meeting, including the following for each speaker: fees, any transportation costs in connection with the meeting (which may include first class or business class airfare), hotel charges, including room rental, food, and beverages, (F) entertainment, events and outings provided in connection with such meetings and (G) all taxes, fees and license charges relating to any of the foregoing); (vii) costs and expenses for business development activities (including, without limitation, events and accommodations) that the general partners (and/or the Adviser) determine may directly or indirectly benefit the Funds and/or Separate Accounts, including, without limitation, costs and expenses related to (A) attending trade association meetings, conferences or similar meetings, (B) entertainment of actual and potential clients and investment counterparties and intermediaries, (C) outings and other group events attended by actual and potential clients, investment counterparties and intermediaries and the Adviser’s personnel, (D) accommodations, meals and travel expenses incurred in connection with the foregoing (including business commercial aircraft travel in certain circumstances) and (E) expenses associated with marketing and advertising to potential borrowers and sponsors (viii) fees, costs and expenses incurred in connection with any amendments, restatements, or other modifications to, and compliance with the Funds’ or Separate Accounts’ governing agreements; and (ix) all other costs and expenses relating to the business of the Funds or the Separate Accounts. The Adviser is solely responsible for and shall pay for the Adviser’s internal administration, overhead or compensation for employees of the Adviser except that the Adviser is reimbursed for internal legal, accounting and other professional costs and expenses, including allocable compensation and overhead associated with the operation of the Funds and the Separate Accounts, and that would otherwise be provided by outside professionals, so long as such costs and expenses are on economic terms no less favorable than could be obtained from an unaffiliated third party. In addition, the Adviser may retain Morgan Stanley to provide various investment banking or other advisory services for the Funds or the Separate Accounts and their respective investments and cause such Funds or certain Separate Accounts and their respective investments to pay Morgan Stanley customary fees for these services. The Confidential Private Placement Memorandum, limited partnership agreements, limited liability company agreements and other appropriate documentation for each of the Funds or the Separate Accounts include further details on fees and compensation and related matters.

Placement Fees From time to time, broker-dealers that are affiliates of the Adviser may act as placement agents to assist in the placement of the Funds’ interests. See also “Affiliates Acting as Fundraising BrokerDealers” in Item 10 below. Co-Investments The allocation of co-investment opportunities may involve a benefit to Mesa West including, without limitation, fees or carried interest from the co-investment opportunity, which will be calculated independently from the fees in respect of a Fund or client and capital commitments to other Mesa West funds. Other than as explicitly set forth herein, there can be no assurance with respect to the portion of any investment opportunity that will be allocated to a Fund or client. Moreover, a Fund or client may, under certain circumstances, bear Broken Deal Expenses (as defined below) associated with unconsummated transactions which may be in excess of the amount of a Fund’s or client’s share of such investment had such investment been consummated (e.g., to cover the portion thereof attributable to any co-investors that do not bear such Broken Deal Expenses), and in such circumstances the amount of expenses borne by a Fund or client would be expected to increase. The appropriate allocation of fees and expenses generated in connection with potential investments that are not consummated with an investment of a Fund’s or client’s assets, including without limitation out-of-pocket fees associated with attorney fees and the fees of other professionals (“Broken Deal Expenses”), will be determined by Mesa West in its good faith discretion. Coinvestors that participate in a co-investment opportunity may be required to undertake an obligation to bear a share of Broken Deal Expenses in the event such transaction is not consummated. However, until such time as a co-investor or a strategic investor makes such commitment related to one or more specific investments (including persons who co-invest, or are approached to co-invest, with some regularity), and unless otherwise required by applicable law, such investors may not be required to share in Broken Deal Expenses that are paid by a Fund or client, either with respect to a co-investment opportunity that is not consummated or with respect to other potential investments that may be offered to a Fund or client which has the effect of increasing the portion of such expenses that are allocated to such Fund or client. Thus, absent specific agreement, a Fund or client will generally bear all of the Broken Deal Expenses. Disparate Fee Arrangements with Service Providers Certain advisors and other service providers to the Funds or the Separate Accounts (including accountants, administrators, lenders, bankers, brokers, agents, attorneys, consultants, and investment or commercial banking firms), and/or their affiliates, also provide goods or services to or have business, personal, political, financial or other relationships with Morgan Stanley, any of the general partners, the Adviser or their affiliates. Such advisors and other service providers may be investors in any of the Funds or Separate Accounts, affiliates of the general partners, sources of investment opportunities or co-investors or counterparties therewith. These other services and relationships may influence a general partner and the Adviser in deciding whether to select or recommend such service provider to perform services for a Fund or Separate Account (the cost of which generally will be borne by such parties and, indirectly, the investors therein).

In certain circumstances, advisors and other service providers, or their affiliates, charge different rates or have different arrangements for services provided to Morgan Stanley, any of the general partners, the Adviser or their affiliates as compared to services provided to any of the Funds or Separate Accounts, which may result in more favorable rates or arrangements than those payable by such parties. Item 10 further describes material relationships with Morgan Stanley and other affiliated entities. The confidential private placement memoranda (as supplemented from time to time), partnership agreements, investment management or advisory agreements, and other appropriate documentation for each of the Funds and Separate Accounts (collectively, the “Governing Documents”) include further details on fees and compensation, expenses, and related matters, which should be reviewed carefully by potential investors in the Funds and Separate Accounts.

Such fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts, including in connection with the allocation of investment opportunities. The Adviser implemented procedures designed to ensure that all clients are treated fairly and equitably, and to prevent this incentive from influencing the allocation of investment opportunities among clients. In addition, certain investment vehicles pay different levels of performance fees, which may create differing incentives for the Adviser and Morgan Stanley when allocating investment opportunities. Please see Item 5 for further information regarding performance-based fees charged by the Adviser or its affiliates.

For example, the minimum investment may be $5 or $10 million, unless otherwise approved. In addition, interests in a pooled investment vehicle may be purchased only by certain eligible investors who are (i) “accredited investors” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) “qualified purchasers” for purposes of Section 3(c)(7) of the Investment Company Act or “knowledgeable employees” as such term is defined in Section 3(c)(5) of the Investment Company Act.

Methods of Analysis Evaluation of Investment Opportunities; Investment Decisions Mesa West identifies potential investment opportunities for the Funds and Separate Accounts through a variety of sources and bases a portion of its investment analyses on information obtained from working with industry professionals such as industry consultants, property management and leasing professionals, other investors, brokers, and other real estate specialists. The screening process for potential investments involves several steps, which vary depending on the type of asset being proposed for origination/acquisition. A written Investment Committee Memo is prepared describing the due diligence conducted on the proposed origination/acquisition, and this summary is provided to the Investment Committee. Mesa West’s Investment Committee will meet as necessary to review prospective investments, existing holdings, potential dispositions, material events regarding existing investments, and to assess real estate market activities. Members of the Investment Committee will vote on the origination, acquisition, or disposition of an asset. The Investment Committee reviews and makes all of the investment decisions for the Funds and makes investment recommendations for each of the Separate Accounts. Mesa West’s professionals, through years of real estate industry experience, provide the Funds with significant support in evaluating investment opportunities. In the aggregate, such professionals have knowledge of most of the major real estate markets in the United States. In addition, many of Mesa West’s professionals are familiar with the real estate classes in which the Funds may consider making an investment. Such in-house industry expertise should permit the Funds to respond to investment opportunities in an expedited manner. Where appropriate, the Adviser retains third-party consultants to assess business and market conditions, competition, physical and environmental concerns and other factors that it deems necessary to review with external advisors. Risk Considerations Associated with Investing – In General All investing involves a risk of total or partial loss, and the investment strategy offered by the Adviser could lose money over short or even long periods.

A potential investor should not invest in a Fund or product advised by the Adviser unless the investor is able to withstand a total loss of its investment. The following is a non-exhaustive description of risks associated with investments generally and/or may apply to one or more types of investment technique.

General Economic and Market Risks. The Funds and Separate Accounts’ investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances. These factors may affect the level and volatility of security prices and liquidity of the Funds’ and Separate Accounts’ investments. Unexpected volatility or lack of liquidity, such as the general market conditions that have prevailed recently, could impair the Funds’ and Separate Accounts’ profitability or result in them suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions.

Cyber Security-Related Risks. The Adviser is susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Adviser and its service providers, if applicable, use to service the Funds and the Separate Accounts; or operational disruption or failures in the physical infrastructure or operating systems that support the Adviser or its service providers, if applicable. The Adviser and its service providers are also subject to the cybersecurity and data risks discussed below with respect to their use of AI (as defined below) tools and the risk of AI tools and AI generated-content being used in criminal or negligent ways, including for cyberattacks. Cyber-attacks against, or security breakdowns of, the Adviser or its service providers, if applicable, may adversely impact the Adviser and the Funds and Separate Accounts, potentially resulting in, among other things, financial losses; the Adviser’s inability to transact business on behalf of the Funds and Separate Accounts; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Adviser may incur additional costs related to cyber security risk management and remediation. In addition, cyber security risks may also impact the investments made by the Adviser on behalf of the Funds and the Separate Accounts, which may cause such investments to lose value. There can be no assurance that the Adviser or its service providers, if applicable, will not suffer losses relating to cyber-attacks or other information security breaches in the future. While the Adviser has established business continuity and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems.

Artificial Intelligence Developments. The Use of Artificial Intelligence Technology Risk. Adviser and its third-party vendors, clients or counterparties with which they interact directly or indirectly may use or rely on proprietary and/or third-party technology, including artificial intelligence solutions. Artificial intelligence (“AI”) refers to computer systems capable of performing tasks that typically require human intelligence, including but not limited to machine learning, natural language processing, and generative and agentic AI technologies. These systems are designed to analyze data, learn from patterns, make decisions and solve problems. Actual usage of AI will vary and is likely to change over time. Investors should be aware that the use of AI tools, while potentially beneficial, presents a range of risks and may result in material adverse consequences (such as operational errors and investment/risks) for the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties, and no assurance can be given that any controls adopted to govern the use of AI will fully mitigate the risks associated with AI technologies. In addition, AI technologies and their current and potential future applications, and the regulatory frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI capabilities or rules and the associated risks.

Risk of Errors: AI tools may produce inaccurate, biased, insufficient, discriminatory, misleading, incomplete, undetectable manipulative or otherwise flawed responses due to (among other things) limitations in training data, algorithmic design or operational oversight. Such deficiencies may result in operational errors, investment losses, reputational, financial, or social harm, legal liability, regulatory scrutiny or other adverse effects. The deployment and supervision of AI tools may increase operational and compliance risks. Inappropriate use of AI tools or overreliance on AI outputs without adequate human oversight may further exacerbate these risks.

Explainability Risk: The Adviser, the Funds and the Separate Accounts may have limited visibility into the data sources, methodologies or decision-making processes underlying AI tools, which may complicate the assessment of reliability and risks of such AI tools. Errors or defects in the coding or design of AI tools may only become apparent after widespread deployment of such tools. Additionally, AI tools may present challenges in transparency, explainability, and traceability. Users of AI tools may not be able to fully explain how decisions are made or how data is processed, which could lead to operational, regulatory, or reputational risks.

Regulatory/Legal Risks: The legal and regulatory environment relating to AI is uncertain and evolving and future changes, such as those related to privacy, data protection and intellectual property, could have an impact on the use of AI and existing or emerging technologies that could impact the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties.

It is possible that future changes in applicable legal and regulatory requirements could increase compliance costs. Any of these risks could adversely affect the Adviser, the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties. Additionally, regulatory actions or legal challenges may impose restrictions or obligations that affect operational efficiency or compliance posture. There is no assurance the Adviser or the Funds and Separate Accounts can successfully assert proprietary rights in output generated by their use of AI tools.

Third-Party Use and Operational Resilience Risk: The Funds and the Separate Accounts may not be able to control the use of AI technologies in thirdparty products or services, including those provided by the Funds’ and Separate Accounts’ service providers and/or other entities with which it interacts directly or indirectly. The use of third-party and open-source AI tools (if any) can pose additional risks relating to data protection and information security, including the potential exposure of confidential information to unauthorized recipients and the misuse of intellectual property, which could adversely affect the Funds and the Separate Accounts. Reliance on a limited number of foundation models or third-party vendors may create concentration risk, potentially impacting operational resiliency and increasing vulnerability to systemic disruption.

Cybersecurity Risk: AI tools may be subject to heightened security vulnerabilities, cyber attacks, and/or other acts by malicious actors. Unauthorized persons who gain access to AI tools used by the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties, or the underlying datasets thereof, may be able to access the Funds’, the Separate Accounts’ or investors’ data, to impede or disrupt the Fund, the Separate Accounts and/or their third-party vendors, clients or counterparties’ ability to perform their functions, or corrupt the underlying AI tool through techniques such as data poisoning, which may cause the AI tools to produce erroneous outputs.

Additional Risks of AI Tools: The misuse of AI tools, whether intentional or inadvertent, may expose the Funds and the Separate Accounts to additional risks. In addition, AI tools and technology are evolving rapidly and the integration of AI in systems and operations create new risks that can be difficult to assess and anticipate. For example, “agentic AI” (generally, a more autonomous version of AI) is a new area of AI that may be considered particularly speculative and risks may be heightened with respect to the use of “agentic AI” by the Funds, the Separate Accounts and/or their third-party vendors, clients or counterparties.

Epidemics and Pandemics. A pandemic, epidemic or other public health crisis could adversely impact the Funds, the Separate Accounts, their investments and Morgan Stanley. Many countries have experienced outbreaks of infectious illnesses in recent decades, including swine flu, avian influenza, SARS and COVID-19.

The COVID-19 pandemic resulted in numerous deaths and the imposition of both local and more widespread “work from home” and other quarantine measures, border closures and other travel restrictions, causing social unrest and commercial disruption on a global scale.The COVID-19 pandemic had (and other pandemics, epidemics or public health crises could in the future have) a material adverse impact on certain economies and also on the global economy, as cross-border commercial activity and market sentiment were impacted by the pandemic and government and other measures seeking to contain its spread. Similar consequences could arise with respect to other comparable infectious diseases. Additional waves of outbreaks of COVID-19 could result in more closures or sustained closures and further general economic decline, and the outbreak could have a continued adverse impact on economic and market conditions, triggering a period of global economic slowdown. Disruptions to commercial activity relating to the imposition of quarantines or travel restrictions (or more generally, a failure of containment efforts) could adversely impact investments of the Funds and Separate Accounts, including by delaying or causing supply chain disruptions or by causing staffing shortages. Any of the foregoing could materially and adversely affect the ability of the Funds and Separate Accounts and to source, manage and divest their investments and its ability to fulfil their investment objectives. Similar consequences could arise with respect to other comparable infectious diseases. The COVID-19 pandemic contributed to volatility in financial markets, including changes in interest rates. It also had a material and negative impact on certain economic fundamentals and consumer confidence, increased the risk of default of particular investments, reduced the availability of debt financing to investment funds and potential purchasers of their investments, negatively impacted market values, caused credit spreads to widen and reduced liquidity, all of which have had an adverse effect on the returns of investment funds. No assurance can be given as to the long-term effect of these events on the value of investments. The impact of a public health crisis, such as COVID19 (or any future pandemic, epidemic or other outbreak of a contagious disease), is difficult to predict, which presents material uncertainty and risk with respect to the performance of the Funds and the Separate Accounts. The extent of the impact of any public health emergency on the Funds, the Separate Accounts and their investments’ operational and financial performance will depend on many factors, including but not limited to the duration and scope of such public health emergency (as well as the availability of effective treatment and/or vaccination), the extent of any related travel advisories and voluntary or mandatory government restrictions implemented, the impact of such public health emergency on overall supply and demand, goods (including component parts and raw materials) and services, investor liquidity, consumer confidence and spending levels, the extent of government support and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. For this reason, valuations in this environment are subject to heightened uncertainty and subject to numerous subjective judgments even beyond what is traditionally the case, any or all of which could turn out to be incorrect with the benefit of hindsight.

Furthermore, traditional valuation approaches that have been used historically likely need to be modified in order to effectively capture fair value in the midst of significant volatility or market dislocation. The effects of a public health emergency could materially and adversely impact the value and performance of the Funds’ and the Separate Accounts’ investments, the Funds’ and the Separate Accounts’ ability to source, manage and divest investments and the Funds’ and the Separate Accounts’ ability to achieve their investment objectives, all of which could result in significant losses to the Funds and the Separate Accounts.

Legal and Regulatory Risks. As a registered investment advisor under the Advisers Act, the Adviser is required to comply with a number of periodic reporting and compliance-related obligations under applicable U.S. and state securities laws. Recently adopted rules by the SEC related to investment advisers could impose significant burdens, requirements, and expenses on the Adviser, the Funds and/or the Separate Accounts. The SEC and other US regulators may also adopt additional rules in the future that may have an impact on the Adviser, the Funds, the Separate Accounts and their respective portfolios.

Geopolitical Events and Risks. Economies and financial markets worldwide are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions, including in ways that are difficult to predict or foresee. The impacts of these events can be exacerbated by failures of governments and societies to respond adequately to an emerging event or threat. For example, local or regional armed conflicts have led to significant sanctions against certain countries and persons and companies connected with certain countries by the United States, Europe and other countries. Such armed conflicts and sanctions and other local or regional developments can exacerbate global supply and pricing issues, particularly those related to oil and gas, and result in other adverse developments and circumstances, as well as increased general uncertainty, for markets, economies, issuers, businesses and societies globally. The geopolitical environment has been, in part, characterized by geopolitical uncertainty regarding the war between Russia and Ukraine and most recently, military actions in Iran by the United States, and its impact on the global markets, including the energy markets. Although these types of events have occurred and could also occur in the future, it is difficult to predict when similar events or conditions affecting the U.S. or global financial markets and economies may occur, the effects of such events or conditions, potential retaliations in response to sanctions or similar actions and the duration or ultimate impact of those events. Any such events or conditions could have a significant adverse impact on the value and risk profile of the Funds, the Separate Accounts and their investments, with or without direct exposure to the specific geographies, markets, countries or persons involved in an armed conflict or subject to sanctions.

Changes in U.S. Trade Policy and Other Government Policies. The U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade

agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. For example, the U.S. government has imposed, and may in the future further increase, tariffs on certain foreign goods, including from China, such as steel and aluminum, and the current administration has imposed and indicated its intention to impose tariffs on imports of certain products into the United States, including from Canada and Mexico. Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. There is uncertainty as to the actions that may be taken under the current administration with respect to U.S. trade policy, including with China, and while the Adviser and the Funds and the Separate Accounts intend to comply with applicable laws, rapid changes in laws and/or uncertain interpretation and implementation thereof, may affect the Adviser’s and the Funds’ and the Separate Accounts’ capacity to comply. New trade policy may also have a legal burden and negative impact on the Funds and the Separate Accounts and their investments, including increased costs and necessity to exit certain investments. Further governmental actions related to the imposition of tariffs or other trade barriers or changes to international trade agreements or policies could further increase costs, decrease margins, disrupt supply chains, reduce the competitiveness of products and services offered by current and future portfolio entities of the Funds or the Separate Accounts and adversely affect the revenues and profitability of Funds’ or Separate Accounts’ portfolio entities whose businesses rely on the importing of goods into, and the exporting of goods out of, the United States. The current administration has further signaled its intention to implement significant changes to the size of the federal government and to various other government policies. The downsizing of the federal government workforce, and shutting down or defunding certain government agencies (or offices thereof), including of federal agencies tasked with protecting investors along with the changes in U.S. trade policy discussed above, could introduce market instability, reduce investor confidence and weaken investor protection. For example, substantial reductions in government spending and personnel could negatively affect certain of the Funds’ or the Separate Accounts’ portfolio entities that rely on or benefit from government subsidies or contracts, destabilize the U.S. government contracting market, and impede portfolio entities’ ability to implement their business plans, and impede the Adviser’s and the respective Funds and/or Separate Accounts’ ability to achieve expected returns. Moreover, the current administration’s changes to government policy with respect to tax, immigration, labor, infrastructure, energy, education, business regulations (including U.S. anti-corruption policies) international relations, and international economic development may continue to create uncertainty and volatility for the Funds and the Separate Accounts and their respective portfolio entities. In light of these developments, there can be no assurances that political and regulatory conditions will not worsen and/or adversely affect the Funds, the Separate Accounts, their portfolio entities, or their respective financial performance.

Recent Developments in the Banking Sector. Recent bank closures in the United States caused uncertainty for financial services companies and fear of instability in the global financial system generally.

In addition, certain financial institutions – in particular smaller and/or regional banks – experienced volatile stock prices and significant losses in their equity value, and there was concern that depositors at these institutions withdrew, or may withdraw in the future, significant sums from their accounts at these institutions. Notwithstanding intervention by U.S. governmental agencies to protect the uninsured depositors of banks that closed during that period, there was no guarantee that the uninsured depositors of a financial institution that closed (which depositors could include the Funds and/or their borrowers) will be made whole or, even if made whole, that such deposits will become available for withdrawal in short order. There is a risk that other banks, or other financial institutions, may be similarly impacted, and it is uncertain what steps (if any) regulators may take in such circumstances. As a consequence, for example, the Funds and/or their borrowers may be delayed or prevented from accessing money, making any required payments under their own debt or other contractual obligations or pursuing key strategic initiatives, and Limited Partners may be impacted in their ability to honor capital calls and/or receive distributions. In addition, such bank failures or instability could affect, in certain circumstances, the ability of both affiliated and unaffiliated joint venture partners, co-lenders, syndicate lenders or other parties to undertake and/or execute transactions with the Fund, which in turn may result in fewer investment opportunities being made available to the Fund, result in shortfalls or defaults under existing investments, or impact the Funds’ ability to provide additional follow-on support to borrowers. In addition, in the event that a financial institution that provides credit facilities and/or other financing to the Funds or their borrowers closes or experiences distress, there can be no assurance that such bank will honor its obligations or that the Funds or such borrowers will be able to secure replacement financing or capabilities at all or on similar terms. There can be no assurances that the Funds or their borrowers will establish banking relationships with multiple financial institutions, and the Funds and their borrowers are expected to be subject to contractual obligations to maintain all or a portion of their respective assets with a particular bank (including, without limitation, in connection with a credit facility or other financing transaction). Uncertainty caused by the bank failures of 2023 – 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. Such recent developments may also have other implications for broader economic and monetary policy, including interest rate policy. 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 the Fund, its borrowers or their respective financial performance.

Rate of Inflation. The United States as well as various other countries, have recently experienced heightened levels of inflation. The rise of inflation has had, and could continue to have, negative effects on the global and United States economies. Such inflation is due, in part, to the economic effects of the COVID-19 pandemic, and measures taken to combat those effects. These measures have included fiscal policies involving significantly lower interest rates, direct investment into businesses, and loan forgiveness programs.

Reversals of such policies (such as increases in interest rates), particularly if not gradually effected, could lead to volatility in the financial markets. Thus, inflation could negatively affect the performance of the Funds and Separate Accounts.

Risk of Loss – Certain Risks Related to Investment Strategy Investing involves risk of loss that clients should be prepared to bear. The Adviser cannot provide assurance that it will be able to generate any level of returns for investors. The Adviser’s investment strategy entails a high degree of risk and is suitable only for sophisticated investors who fully understand and are capable of bearing the risks of an investment in a Fund or a Separate Account. The following list of risk factors does not purport to be a complete list or explanation of the risks involved in an investment in a Fund or a Separate Account. The risks summarized below are described in greater detail in the confidential private placement memorandum for each Fund and in appropriate documentation for each Separate Account. In addition, there are other risks (in addition to risks related to our investment strategy) associated with investing in a Fund or in a Separate Account, which are described in the Confidential Private Placement Memorandum (and in appropriate documentation for each Separate Account).

risks associated with real estate investments including financing, ownership, and operation of the underlying real property which is dependent upon the real property owner’s ability to maintain or increase revenues in excess of operating expenses and debt service, or the lessee’s ability to make rental payments;

revenues may be effected by local, national, or international market and economic market conditions such as changes in interest rates and in the availability, cost and terms of mortgage funds; the impact of present or future environmental legislation; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; civil unrest; acts of God, including earthquakes, hurricanes, catastrophic events, epidemics and other natural disasters; acts of war; acts of terrorism (any of which may result in uninsured losses); adverse changes in zoning laws; and other factors that are beyond the control of the real property owners, the Funds and the Separate Accounts;

engaged in a competitive business and competing for attractive investments with traditional lending sources, as well as existing funds or investment vehicles or such vehicles that will be formed in the future;

collateral value of the underlying property may be less than the outstanding amount of the Funds or Separate Account’s investments;

risk of default or insolvency of the underlying investments;

investing in B notes, mezzanine loans, or other forms of subordinated or otherwise junior in terms of subordinated debt creates risks in that there is significant leverage ranking above the Funds and the Separate Account’s investments and the order of repayment to the creditor may be impaired;

ability to obtain the leverage necessary on favorable terms will depend upon many factors including market conditions and the Funds’ and Separate Accounts’ performance;

leverage on investments will be generally cross-collateralized and cross-defaulted and the debt may be recourse to the Funds or the Separate Accounts so an impairment or potential impairment of an investment may create a risk of loss of some or all of its assets;

risks of acquiring real estate loans and participations;

lack of diversification due to number, location and type of investments;

market value of the Funds’ and Separate Accounts’ investments may be affected by changes in interest rates;

while the Funds and the Separate Accounts are generally not expected to, they may employ hedging techniques designed to protect them against adverse movements in interest rates; however, hedging may involve its own risks including unanticipated changes in interest rates that could result in poorer overall performance for the Funds and the Separate Accounts;

lack of liquidity and long term nature of real estate investments;

investment activities may include activities that will subject it to the risks of becoming involved in litigation by third parties;

possibility of uninsured losses at the property level or amounts that are less than the full market value or replacement cost of the investments, or subject to a large deductible;

risks related to the indemnification of Mesa West, the general partner, its related persons, the advisor committees of each fund, and others from actions arising from any errors in judgement, acts, or omissions on behalf of the Funds or the Separate Accounts or in furtherance of the interests of the Funds and the Separate Accounts;

investments in non-performing, underperforming or other troubled loans;

investment analyses and decisions by Mesa West and its affiliates may be frequently required to be undertaken on an expedited basis and in such cases investment information available at the time of the investment decision may not be complete;

appraised or otherwise determined values do not necessarily represent the price at which a real estate investment would sell as this is negotiated between a willing buyer and seller so the realized value of the underlying real estate collateral will be more or less than the appraised value or valuation of such asset;

potential to be exposed to substantial risk of loss from environmental claims arising in respect of any real properties underlying the investments with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; and

burdensome regulation by one or more governmental entities in specific industries and potential for increased regulation.

Morgan Stanley’s employees may also have interests separate from those of Morgan Stanley and the Funds. The discussion below enumerates certain actual, apparent and potential conflicts of interest which should be carefully evaluated before making an investment in a Fund or Separate Account. The discussion below, however, does not purport to provide investors with a complete description of all conflicts of interest that could arise in connection with Morgan Stanley’s investment advisory services to the Funds and Separate Accounts. Prospective investors in a Fund or Separate Account should carefully review the Governing Documents for that Fund or Separate Account for a more tailored and detailed description of actual, apparent, and potential conflicts of interest that should be considered in connection with an investment in that Fund or Separate Account. Moreover, the Adviser can give no assurance that conflicts of interest will be resolved in favor of investors, and, in fact, they may not be. Broker-Dealer Registration Morgan Stanley & Co. LLC is a registered broker-dealer. Certain employees of the Adviser are registered representatives of Morgan Stanley & Co. LLC, where it is necessary or appropriate to perform their responsibilities. Other Material Relationships with Affiliated Entities

Broker-Dealer, Municipal Securities Dealer, Government Securities Dealer or Broker

To the extent permitted by applicable law, the Adviser, Funds, Separate Accounts or their investments may use the securities, futures execution, underwriting or other services offered by Morgan Stanley & Co. LLC or other affiliates. Please see Item 12 for more information about the Adviser’s practices concerning using a Morgan Stanley affiliate as a broker.

Loan Servicing Venture

Mesa West Capital, LLC formed MWAS Holdco, LLC which wholly owns Mesa West Asset Services, LLC (“MWAS”) to provide loan servicing functions and services on the loan investments made by the Funds and Separate Accounts. SitusAMC (“Situs”) has been retained by the Adviser as a sub-servicer to MWAS.

Situs is a national real estate services provider with a substantial loan servicing platform. Under the terms of the loan sub-servicing agreement between MWAS and Situs or among MWAS, Situs and the Adviser, Situs provides the loan servicing systems, infrastructure, and employees to service the loans on the Funds’ and Separate Accounts’ behalf out of its offices in Chicago, its servicing center in Leawood, KS and the main office in Atlanta. Some of Situs’s employees are onsite and share office space at Mesa West. Employees that service the Mesa West account are paid their compensation through Situs as a result of the servicing fees paid by the Funds and Separate Accounts to MWAS. Mesa West entered into a sub-servicer arrangement with Situs because it believes Situs provides competitive loan services and by MWAS being wholly owned by Mesa West could obtain, for the Funds and Separate Accounts, higher quality servicing associated with these necessary services. However, Mesa West has a continuing obligation to ensure that Situs continues to provide quality services to the Funds and Separate Accounts. This relationship with Situs may create a conflict of interest in Mesa West objectively evaluating Situs’s services over time. To address this, Mesa West will from time to time obtain information about other unrelated loan service providers to ensure that the quality and cost of Situs’s services for the Funds and Separate Accounts remain comparable to what it could obtain from another third party.

Other Advisory Affiliates

The Adviser is part of a group of investment advisers within the Morgan Stanley Investment Management business, including Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley AIP GP LP, Morgan Stanley Real Estate Advisor, Inc., MSREF Real Estate Advisor, Inc., MS Capital Partners Adviser Inc., Morgan Stanley Infrastructure, Inc., Morgan Stanley Private Equity Asia, Inc., MSRESS III Manager, L.L.C, Eaton Vance Management, Calvert Research and Management, Parametric Portfolio Associates LLC, Atlanta Capital Management Company LLC, Boston Management and Research, Eaton Vance Advisers International Ltd., Eaton Vance Trust Company, Morgan Stanley Eaton Vance CLO Manager and Morgan Stanley Eaton Vance CLO CM LLC. The Adviser, in its discretion, may delegate all or a portion of its advisory or other functions to any affiliate that is registered with the SEC as an investment adviser and may receive a variety of services from such affiliates, including gathering information about potential investment opportunities, financial advice and assistance in connection with the making, monitoring and disposing of investments and securities underwriting and brokerage services in connection with the sale of investments. The Adviser shares certain officers and directors with related investment advisers that also manage affiliated private equity and real estate funds. To the extent that the Adviser delegates its advisory or other functions to such investment advisers, a copy of the brochure of each such affiliate is available on the SEC’s website and will be provided to investors in the Funds or in the Separate Accounts upon request.

Affiliates Acting as Fundraising Broker-Dealers

With respect to the Funds, broker-dealers that are affiliates of Morgan Stanley may act as placement agents (the “Placement Agents”) to assist in the placement of interests to certain Limited Partners (such Limited Partners, the “Solicited Partners”).

The potential for the Placement Agents to receive compensation in connection with a Solicited Partner’s investment in the Funds presents a potential conflict of interest in recommending that such Solicited Partner purchase interests. The prospect of receiving, or the receipt of, additional compensation by the Placement Agents may provide such Placement Agents and their salespersons with an incentive to favor sales of Interests and interests in funds whose affiliates make similar compensation available over sales of interests in funds (or other fund investments) with respect to which the Placement Agent does not receive additional compensation or receives lower levels of additional compensation. Prospective investors should take such payment arrangements into account when considering and evaluating any recommendations related to the interests. Morgan Stanley employees involved in the marketing and placement of the interests are not acting as tax, financial, legal or accounting advisors to potential investors in connection with the offering of the Interests. Potential investors must independently evaluate the offering and make their own investment decisions. The Adviser and the Funds may use registered representatives and/or employees of its affiliates to conduct solicitation activities in relation to new or incoming Limited Partners to the Funds or act as placement agents.

Affiliates Acting as Investment Bankers

In the ordinary course of its business, Morgan Stanley performs full-service investment banking and financial services and therefore engages in activities where Morgan Stanley’s interests or the interests of its clients may conflict with the interests of the investors, notwithstanding Morgan Stanley’s direct or indirect participation in the investments of the Funds or the Separate Accounts. From time to time, Morgan Stanley’s investment banking professionals may introduce to one or more of the Funds or the Separate Accounts a client that requires equity to complete an acquisition transaction. If the relevant Fund or the Separate Account pursues the resulting investment, Morgan Stanley could have a conflict in its representation of the client over the price and terms of such Fund or the Separate Accounts’ investment. In addition, Morgan Stanley could provide investment banking services to competitors of companies in which each of the Funds or the Separate Accounts invests, in which case it will take appropriate steps to safeguard the confidential information of each investment banking client. Morgan Stanley is under no obligation to share and, in fact, may be prohibited by applicable law, from sharing information with the Funds (or the Separate Accounts) or the Adviser. Such activities may present Morgan Stanley with a conflict of interest vis-à-vis a Fund or the Separate Account’s investments and may also result in a conflict with respect to the allocation of investment banking resources to investments. Alternatively, any material non-public information about a potential investment or portfolio company in which Morgan Stanley comes into possession may preclude the Funds or the Separate Accounts from pursuing an investment or exit opportunity with respect to such portfolio company or investment. Morgan Stanley may also be engaged to act as financial advisor to financially troubled companies in which the Adviser’s advisory clients hold an investment.

Morgan Stanley’s compensation for such activities is generally based upon the successful completion of a restructuring which may include raising funds for the purchase, exchange or restructuring of existing securities or loans or for an equity infusion. In such case, certain conflicts of interest would be inherent in the situation including those involved in valuing the company.

Fees for Services Provided by Affiliates

Morgan Stanley and its current or former affiliates (as well as entities in which Morgan Stanley businesses have an economic interest) perform certain services (including some of the services described herein) for, and receive customary compensation from, the Funds and Separate Accounts, companies and entities in or through which the Funds and Separate Accounts invest, or other parties in connection with transactions related to the Funds’ and Separate Accounts’ investments. Such compensation could include (as applicable in light of investment strategy of the Funds or Separate Accounts): (i) fees relating to financing, hedging and currency exchange services, real estate and loan servicing management with respect to investments in which no joint venture operating partner participates with a Fund or Separate Account, and fees in connection with any entity used to acquire, hold or dispose of any Fund or Separate Account investments; (ii) fees relating to Fund and Separate Account investments for services related to permissible brokerage, capital markets/credit origination, loan servicing, property, insurance, management consulting and other similar operational matters performed by the Adviser or its affiliates; (iii) fees for advisory services or investment banking services provided to entities (or with respect to assets) in which a Fund or Separate Account, directly or indirectly, has an interest; and (iv) fees for other services for a Fund or Separate Account or any entity used to acquire, hold or dispose of any Fund or Separate Account investments. Such fees do not offset or reduce the management fees payable by the Fund or Separate Account and are not otherwise shared with the relevant Fund or Separate Account or their investors, and may not be the result of arm’s-length negotiations, unless otherwise required by the Fund’s or Separate Account’s Governing Documents. However, the fees will be on an arm’s length basis and/or at competitive rates to the extent so required by the relevant Fund’s or Separate Account’s Governing Documents. In general, the Adviser will have an incentive to recommend the use of affiliated service providers by a Fund, a Separate Account or a portfolio company or entity thereof.

Morgan Stanley’s Long-Term Relationships

Certain third-party advisors and other service providers and vendors to Morgan Stanley, the Funds, the Separate Accounts, Affiliated Investment Accounts or their respective portfolio companies or entities (including but not limited to accountants, administrators, lenders, bankers, brokers, attorneys, consultants, title agents, property managers, and investment or commercial banking firms) are owned by, or investors in, Morgan Stanley, the Funds, the Separate Accounts, or the Affiliated Investment Accounts, or provide goods or services to, or have other business, personal, financial or other relationships with, Morgan Stanley, the Funds, the Separate Accounts, the Affiliated Investment Accounts, their respective portfolio companies or entities, or affiliates and personnel, or investors in, the foregoing in determining whether to pursue a particular transaction, or enter into an (or renew or otherwise continue an existing) arrangement with a service provider, on behalf of any of the Funds, the Separate Accounts, or companies or entities in or through which the Funds and/or Separate Accounts invest, these relationships will be considered by Morgan Stanley and the Adviser, as appropriate, and it can be expected that some of these potential

transactions or arrangements will or will not be pursued or entered into (or, in the case of arrangements, will or will not be continued) on behalf of any of the Funds, the Separate Accounts, or companies or entities in or through which the Funds and/or Separate Accounts invest in view of such relationships. Moreover, in circumstances where the Adviser is negotiating an agreement, transaction, or other arrangement between a Fund, a Separate Account, or their portfolio companies or entities, and a party with which Morgan Stanley has such a relationship, it can be expected that the Adviser will, in some cases, take the relationship into account in connection with the negotiation process. The Adviser and/or the respective Fund’s general partner are expected to outsource to third parties certain of the services performed for the Funds or Separate Accounts and/or their portfolio entities that can be and/or historically have been performed in-house by the Adviser and its personnel. This creates a conflict of interest among other things because the Adviser will have an incentive to outsource services to third parties due to a number of factors, including because the fees, costs and expenses of such service providers will, where consistent with the Governing Documents, be borne by the Funds and/or Separate Accounts (with no reduction or offset to management fees) and retaining third parties will reduce the Adviser’s internal overhead, compensation, benefits and costs for employees who would otherwise perform such services in-house. Conflicts of interest will further arise in the context of secondment and/or internship arrangements between Morgan Stanley, the Funds or Separate Accounts, Affiliated Investment Accounts, portfolio entities thereof, or their respective affiliates, on the one hand, and vendors or service providers to, investors in, or portfolio entities of, the Funds, the Separate Accounts, or the Affiliated Investment Accounts, on the other hand, with respect to, for example, the allocation of expenses related to the payment of compensation or fees associated with such secondees and/or interns.

Other Investment Vehicles or Funds; Performance-based Compensation

The Adviser and/or certain related persons have organized and may continue to organize other partnerships and serve as the manager, general partner, or the managing member or general partner of the general partner to these partnerships. In organizing these partnerships, the Adviser or a related person may be deemed to have been or to be soliciting investors. A general partner’s performance-based compensation (earned by such general partner or an affiliate) in respect of an advisory client creates an incentive for such general partner to make more speculative investments for such client than it would otherwise make in the absence of such performance-based compensation. Furthermore, investments made with third parties in joint ventures or other entities often involve performance-based compensation payable to such thirdparty partners of co-investors, which also create an incentive for such parties to take risks with respect to such investments. In addition, the method of calculating the performance-based compensation in certain cases results in conflicts of interest between an advisory client’s general partner, on the one hand, and the investors, on the other hand, with respect to the management and disposition of investments. For example, each advisory client’s general partner will value any securities being distributed in-kind to investors in order to calculate the performance-based compensation and, in doing so, will have an incentive to make valuation determination that maximize or accelerate its receipt of performance-based compensation. If the valuations conducted by an advisory client’s general partner are incorrect, the amount of payment of performance-based compensation could be incorrect.

Morgan Stanley Investments and Affiliated Investment Accounts

Morgan Stanley may advise clients and has sponsored, managed or advised other alternative investment funds and investment programs, accounts and businesses (collectively, together with any new or successor funds, programs, accounts or businesses, the “Affiliated Investment Accounts”) that have or will have active investment programs that are substantially similar to those of the Adviser’s advisory clients. Morgan Stanley may also from time to time create new or successor Affiliated Investment Accounts that may compete with the Adviser’s clients and may present similar conflicts of interest. Certain members of the Adviser’s clients’ investment team and the investment committee may make investment decisions on behalf of both Morgan Stanley and such Affiliated Investment Accounts, including Affiliated Investment Accounts with investment objectives that overlap with those of the Adviser’s advisory clients. In addition, certain Affiliated Investment Accounts may make investments similar to those that may be made by the Adviser’s advisory clients even if they are not solely focused on such investments. Morgan Stanley related persons (including Morgan Stanley’s trading and principal investing businesses) will have no obligation to offer to the Adviser’s advisory clients investment opportunities that are excluded from any otherwise existing contractual obligation. In such situations, a Morgan Stanley related person may pursue and make the investment for its own account. When deciding how to allocate such opportunities, Morgan Stanley will exercise its discretion and may consider its own financial interests or the interests of other clients or affiliates of Morgan Stanley ahead of those of the Funds and/or Separate Accounts. In some cases, Morgan Stanley or an Affiliated Investment Account may invite one or more of the Funds and or Separate Accounts to co-invest with it or a general partner may invite Morgan Stanley or an Affiliated Investment Account to co-invest with one or more of the Funds and/or Separate Accounts, in either the same or different tiers of a portfolio company’s capital structure or in an affiliate of such portfolio company. To the extent the relevant Fund or Separate Account holds investments in the same portfolio company or in an affiliate thereof that are different (including with respect to their relative seniority) than those held by Morgan Stanley or an Affiliated Investment Account, the Adviser and Morgan Stanley may be presented with decisions when the interests of the two co-investors are in conflict. The Adviser will, from time to time, recommend that a Fund or Separate Account pursue an investment opportunity in which Morgan Stanley, members of its personnel (or immediate family members thereof), one or more other Funds or Separate Accounts, Morgan Stanley, and/or one or more Affiliated Investment Accounts have pre-existing ownership interests or other financial interests. In some cases, a Fund or Separate Account will hold an investment in the same portfolio company or entity as one or more other Funds or Separate Accounts, Morgan Stanley, and/or one or more Affiliated Investment Accounts, in either the same or a different tier of the portfolio company’s or entity’s capital structure or in an affiliate of such portfolio company or entity. To the extent the parties hold different positions in the same portfolio company’s or entity’s capital structure (e.g., equity securities vs. debt securities; common shares vs. preferred shares; senior debt vs. subordinated debt), or in two different entities that are affiliated with each other, the Adviser and Morgan Stanley can be expected to be presented with decisions in which the Fund’s or Separate Account’s interests are in conflict with those of other Funds or Separate Accounts, Morgan Stanley, and/or one or more Affiliated Investment Accounts (as applicable).

In that regard, actions could be taken for a Fund or Separate Account, Morgan Stanley or such Affiliated Investment Account that are adverse to another Fund or Separate Account, or actions may or may not be taken by a Fund or Separate Account due to another Fund’s or Separate Account’s, or Morgan Stanley’s or such Affiliated Investment Account’s, investment, which action or failure to act could be adverse to the Fund and/or Separate Account for which the action was or was not taken.

Morgan Stanley’s Investment Management Activities

Morgan Stanley conducts a variety of investment management activities, including sponsoring investment funds registered or regulated under the Investment Company Act subject to its rules and regulations. Such activities also include managing assets of pension funds that are subject to federal pension law and its regulations. Conflicts could arise in circumstances where a Fund or Separate Account, or their portfolio companies or entities pursues an investment in, purchases an investment from, enters into a business relationship with, or otherwise transacts with, Morgan Stanley’s other investment advisory clients or investment companies or a company in which such parties have previously invested or are looking to invest.

Diverse Investor Group; Relationships With Investors

The investors in a Fund are expected to include persons or entities that may have conflicting investment, tax and other interests in respect of their investments in the Fund. The structuring of Fund and Separate Account investments and other factors may result in different returns being realized by different Limited Partners and/or investors. As a consequence, conflicts of interest may arise in connection with decisions made by the Adviser or the respective Fund’s general partners, including in respect of the nature or structuring of investments, that may be more beneficial for one investor than for another investor, especially in respect of investors’ individual tax situations. In addition, a Fund or Separate Account may make investments that may have a negative impact on, or compete with or are adverse to, investments made by that Fund’s or another Fund’s investors in separate transactions. In selecting, structuring, and managing investments appropriate for a Fund or Separate Account, the Adviser or the respective Fund’s general partner will consider the investment objectives and tax consequences of the relevant Fund and its investors as a whole, instead of the investment, tax or other objectives of any investor individually. Certain Fund investors may be significant or long-standing clients of Morgan Stanley’s investment management or securities business. Morgan Stanley and the Adviser will consider these relationships in their dealings with a Fund.

Multi-Fund Investors/Strategic Partnerships

Morgan Stanley has entered into and may in the future enter into one or more strategic partnerships directly or indirectly with investors (and/or one or more of their affiliates) that commit significant capital to a range of products and investment ideas sponsored by Morgan Stanley, including but not limited to, the Funds or Separate Accounts. Such arrangements may include the receipt by Morgan Stanley of additional fees or other compensation and Morgan Stanley granting certain preferential terms to such investors.

Specific examples of such preferential treatment that has been offered, and can be expected to be offered in the future, to certain investors in the Funds include, but are not limited to, specialized reporting, discounts on, reductions to, and/or reimbursement of management fees and/or performance-based compensation beyond those available to the investors, secondment of personnel from the investor to Morgan Stanley (or vice versa), the referral of potential investment opportunities to such investor based on targeted geographic, sector and other profiles outside the Funds or Separate Accounts (and which referral arrangements may also require payment to Morgan Stanley of management fees, referral fees or other compensation) as well as targeted amounts for co-investments alongside Affiliated Investment Accounts (including, without limitation, preferential or favorable allocation of co-investment opportunities, and preferential terms and conditions related to co-investment or other participation in Affiliated Investment Accounts (including any performance-based compensation and/or management fees to be charged with respect thereto, as well as any additional discounts, reductions, reimbursements, or rebates thereof or other penalties that may result if certain target co-investment allocations or other conditions under such arrangements are not achieved). Such preferential terms are generally not subject to the “most favored nation” provisions of the Funds’ or Separate Accounts’ Governing Documents, and to the fullest extent permitted by law, investors in the Funds and/or Separate Accounts will not receive a copy of any agreement memorializing a strategic partnership and will be unable to elect any such rights or benefits afforded through a strategic partnership. The coinvestment that is part of a strategic partnership may include co-investment in investments made by a Fund or Separate Account. Strategic partnerships may therefore result in fewer co-investment opportunities (or reduced allocations) being made available to investors in the Funds or Separate Accounts. In connection with the foregoing, when making investment allocation decisions with respect to the Funds, Separate Accounts, or Affiliated Investment Accounts, Morgan Stanley may be incentivized to allocate all or a portion of such potential investments to one or more strategic partnership investors.

Portfolio Entity Service Providers

The Funds and Separate Accounts and their portfolio companies or entities could engage portfolio companies or entities of the Funds and/or Separate Accounts and of Affiliated Investment Accounts (“Portfolio Entity Service Providers”) to provide certain services with respect to one or more of the Fund’s or Separate Account’s actual or potential investments, which could include: (a) management services with respect to a property; (b) operational services with respect to a property; (c) transaction support services with respect to actual or potential investments; (d) corporate support services; and (e) loan servicing and management. Similarly, Affiliated Investment Accounts and their portfolio companies or entities may engage Portfolio Entity Service Providers of the Funds or Separate Accounts to provide some or all of these services. Some of the services performed by a Portfolio Entity Service Provider could also be performed by Morgan Stanley from time to time and vice versa. Fees paid by a Fund or Separate Account or its portfolio companies or entities to Portfolio Entity Service Providers do not offset or reduce the management fees payable by the Fund or Separate Account, and are not otherwise shared with the Fund or Separate Account or their investors unless otherwise required by the Governing Documents.

Other Morgan Stanley Investment Management Activities

Morgan Stanley and its affiliates invest, on behalf of themselves, in securities and other instruments that would be appropriate for, are held by, or may fall within the investment guidelines of an advisory client. In connection with these activities, Morgan Stanley may also take actions for its own accounts that may differ from, conflict with, or be adverse to, advice given to or action taken for advisory clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for, one or more advisory clients. Morgan Stanley, through its affiliates, invests in many of its private funds for its own account where Morgan Stanley affiliates act as an investment advisor and/or general partner. In addition, it may receive performance-based compensation or benefit from a “carried interest” which is tied to the investment performance of such private funds. Morgan Stanley may engage in a variety of transactions, including entering into derivatives contracts, to limit its exposure to the risk of such investments. For example, Morgan Stanley may choose to hedge exposures (currency, interest rate, equities or commodities) arising from its investments in, or exposure to, through performancebased fees, such private funds. These hedging activities may be inconsistent with the investment or hedging activities undertaken by Morgan Stanley affiliates acting as general partner and/or adviser to such private funds. As a result of, and taking into account, such hedging, the performance of investors in such private funds who do not engage in hedging on their own may differ materially from those investors (including Morgan Stanley) who do engage in such activities. In addition, such activities may diminish the alignment of interest between Morgan Stanley and a particular private fund’s limited partners.

Management Persons

The members of the Adviser’s investment team may occasionally work on matters and projects for Morgan Stanley (including for the Affiliated Investment Accounts) that are unrelated to the Funds and Separate Accounts, and conflicts of interest arise in allocating management time, services, or functions among such affiliates. The involvement of these investment team members in such Morgan Stanley matters and projects diverts their time and attention away from the activities of the Funds and Separate Accounts, which could negatively impact the Funds, the Separate Accounts, and their respective investors. Furthermore, Morgan Stanley and its personnel derive financial benefit from these other activities, including fees and performance-based compensation. Although Morgan Stanley will generally seek to minimize the impact of any such conflicts, there can be no assurance they will be resolved favorably for the Funds and Separate Accounts. Officers and employees supporting the Adviser may also serve as directors of certain investments or related portfolio companies and, in that capacity, will be required to make decisions that they consider to be in the best interest of the portfolio company, which in certain circumstances may not be in the best interests of any of the Funds or Separate Accounts. Companies with which one or more members of the investment team or other employees of Morgan Stanley are involved may also engage in transactions that would be suitable for the advisory clients, but in which the clients might be unable to invest.

Accordingly, in these situations, there may be conflicts of interests between such person’s duties as an officer or employee of the Adviser and such person’s duties as a director of the portfolio company. There can be no assurance that any such investment or transaction that is suitable for an advisory client will necessarily be allocated to that client. Certain of the Adviser’s management persons may also hold positions with the affiliates listed above. In these positions, those management persons of the Adviser may have some responsibility with respect to the business of these affiliates and the compensation of these management persons may be based, in part, upon the profitability of other affiliates. Additionally, these management persons may come into possession of confidential non-public information and may be recused from certain investment-related discussions, including Investment Committee meetings, so that such members do not receive information that would limit their ability to perform functions of their employment with Morgan Stanley unrelated to any of the Funds or Separate Accounts. Consequently, in carrying out their roles with the Adviser or the advisory clients and these other entities, the management persons of the Adviser may be subject to the same or similar conflicts of interest that exist between the Adviser and these affiliates.

Intangible and/or Other Benefits, Discounts and/or Perquisites

Morgan Stanley and its personnel have received, and can be expected to continue receiving, certain intangible and/or other benefits, discounts and/or perquisites arising or resulting from their activities on behalf of a Fund or Separate Account, which will not be shared with the Fund or Separate Account (as applicable), its investors and/or its portfolio companies or entities.

Senior Advisors and Operating Partners

Morgan Stanley may engage and retain consultants or advisory board members (collectively, “Consultants”) who are not employees or affiliates of Morgan Stanley. Services performed by Consultants could include providing the Adviser with industry-specific insights and feedback on investment themes, assisting in transaction due diligence, making introductions to and providing reference checks on management teams and could, in some cases, involve the Consultants taking on more extensive roles and contributing to the origination of new investment opportunities. In some instances, portfolio companies or entities retain and bear the fees of Consultants for their services, or operating executives may serve on the portfolio company’s or entity’s board of directors. Any such directors’ fees or other remuneration received by Consultants may be retained by such persons. Certain such Consultants, including Consultants that serve as operating partners, will not be treated as affiliates of the Adviser or the relevant Fund’s general partner for purposes of the Fund’s Governing Documents and, accordingly, no such payments to these Consultants will be offset against any Fund or Separate Account management fees or performance-based compensation payable to the Adviser, nor will such payments otherwise benefit the Fund or Separate Account or their investors.

Valuation of Assets

The Adviser or the respective Fund’s general partner will determine the fair value of all investments in accordance with the respective Governing Documents. For certain Funds, consistent with the Fund’s Governing Documents, the valuation of investments will affect the amount of management fee payments to the Adviser.

As such, the Adviser or general partner has an incentive to, for instance, refrain from or delay in determining that an investment has declined in value, is worthless or otherwise subject to a permanent write-off, and to select and/or apply valuation methodologies in a manner that maximizes the amount of fees and compensation the general partner and/or Adviser receive. As a result, the valuation of investments involves conflicts that will not necessarily be resolved in favor of the Fund. The Adviser has adopted policies and procedures to help address these conflicts, including through the use of third-party valuations and multiple internal reviews of valuations on a quarterly and annual basis.

Subscription Facility

A Fund’s or Separate Account’s use of a subscription facility presents conflicts of interest as a result of certain factors, including that a Fund’s or Separate Account’s use of a subscription facility with respect to a portfolio investment or to meet the Fund’s or Separate Account’s ongoing capital needs, including in relation to the payment of management fees and expenses, could reduce or eliminate the preferred return received by the Fund’s Limited Partners or the Separate Account investors and accelerate or increase distributions of performance-based compensation to the respective Fund’s (or, where applicable, the Separate Account’s) general partner. In addition, using a subscription facility to fund investments will typically have the effect of increasing the internal rates or return for the Fund or Separate Account, the presentation of which could affect the Adviser’s or Morgan Stanley’s marketing efforts with respect to future funds and separate accounts. Conflict Identification and Management Morgan Stanley and the Adviser have established procedures intended to identify and address conflicts of interest related to business activities on a worldwide basis. A conflict management officer for each business unit and/or region acts as a focal point to identify and address potential conflicts of interest in their business area. When appropriate, there is an escalation process to senior management within the business unit, and ultimately if necessary, to Firm management or the Firm’s conflict and franchise committees, for potentially significant conflicts that cannot be resolved in the ordinary course or that otherwise require senior management review. In addition, the Adviser addresses conflicts through disclosure to its investors and should any transactions that present a potential conflict of interest actually arise, the Adviser may in certain situations choose to seek the approval of the investors, Limited Partners and/or advisory committee for the respective Fund with respect to conflicts of interest or approvals required under the Advisers Act, including Section 206(3) thereof and/or the relevant Governing Documents. The Adviser may also choose to seek the approval of Limited Partners of the applicable Funds or investors in Separate Accounts with respect to certain conflict situations or matters under the Advisers Act. The Governing Documents of each Fund or Separate Account are detailed agreements that establish complex arrangements among the Adviser, its affiliates, the Fund or Separate Account (as applicable) or their investors. Questions arise under these agreements regarding the parties’ rights and obligations in certain situations, some of which will not have been contemplated and are not specifically addressed or could have been articulated more precisely at the time of the agreements’ drafting and execution.

In these instances, the operative provisions of the agreements, if any, can be broad, general, ambiguous or conflicting, and could permit more than one reasonable interpretation, including in circumstances where one reasonable interpretation is most favorable to the Adviser and/or its affiliates while another reasonable interpretation is most favorable to the Fund or Separate Account (as applicable) and where the Adviser therefore has an incentive to prefer the former interpretation over the latter one. While the Adviser will construe the relevant agreements in good faith and in a manner consistent with its legal obligations (and, when appropriate, in consultation with external legal counsel), the interpretations the Adviser adopts will not necessarily be, and need not be, the interpretations that are the most favorable to the Funds or Separate Accounts (as applicable) or their investors and could be the interpretations that are most favorable to the Adviser and/or its affiliates.

The Code is designed to make certain that all acts, practices and courses of business engaged in by Access Persons are conducted in accordance with the highest possible standards and to prevent abuse, or even the appearance of abuse, by Access Persons with respect to their personal trading and other business activities. The Code addresses the personal trading and investment activities of Access Persons, as more fully described below. In addition, the Code addresses standards of business conduct and fiduciary duties expected of Access Persons, including confidentiality obligations and restrictions on outside business activities and other conflicts of interest. Violations of the Code are subject to sanction, including reprimand, demotion, suspension or termination of employment. Copies of the Code are available upon request from the Adviser. Personal Trading and Investments The Code refers to a number of policies governing the securities trading and investing activities of employees for their own accounts. Such policies require all Access Persons to pre-clear trades for covered securities, as defined under the policies, in a personal account. A pre-clearance request will be denied if such securities are under consideration for investment, or have been acquired by, a client of the Adviser, or if the Adviser is in receipt of material non-public information of the company or if another conflict exists. Such policies also impose holding periods and reporting requirements for covered securities. In addition, investments in private placements or an employee's participation in an outside business activity must be pre-approved by the employee’s designated manager and the Chief Compliance Officer. Participation or Interest in Client Transactions Prior to subscribing for interests in a Fund or entering into a Separate Account agreement, investors receive information relating to potential conflicts of interest between the activities of the advisory clients and the business activities of the Adviser, and its affiliates, or clients that may have a financial interest in the securities in which any of the Funds or Separate Accounts invest.

On certain occasions, an advisory client may sell a security or asset which another advisory client, or an affiliate of the Adviser, wants to own. On these occasions, after extensive Firm and legal and compliance review and documentation, a sale of the security or asset from one advisory client to another may be permitted subject to compliance with applicable law and the relevant clients’ Governing Documents. The Adviser may purchase and sell public and private investments and co-invest the assets of its advisory clients alongside other advisory clients and accounts managed by the Adviser or its affiliates in compliance with the requirements and conditions of rules, regulations, orders, or interpretations of the SEC, or no-action letters of the SEC Staff, and in accordance with client governing documents. Allocation of Investment Opportunities Mesa West generally does not have more than one Fund or Separate Account that is competing for the same types of investment opportunities. However, in the event that more than one Fund or Separate Account would be eligible for an investment opportunity in the future, Mesa West has a governance process in place to give all clients fair access to new commercial real estate loan origination opportunities made available to such clients. The following factors will be considered, as appropriate, in connection with allocation decisions:

Investment guidelines, goals or restrictions of the client

Contractual obligations entered into with the client

Capacity and execution capability of the client

Issuer, property and geographical concentrations

Expected risk profile and yield of the investment compared to the target risk profile and yield required by the client

Diversification requirements and objectives of the client

Leverage covenants or restrictions

Desired position sizes

Liquidity requirements

Tax, legal or regulatory considerations

Risk concentration limits (if any) with respect to co-investments, contractual obligations entered into with an investor of the client

With respect to co-investment allocations, whether the co-investor can add value to the operations of the business or provide future opportunities to the business of the client (see also “Allocation of Co-Investment Opportunities” below)

Rights of first offer in favor of one or more clients

Other relevant business considerations

The Adviser is empowered to take into account other considerations it deems appropriate to ensure a fair and equitable allocation of opportunities. In certain instances, when Mesa West may be in a position to allocate investment opportunities to more than one Fund or Separate Account at a time, it will do so on a rotational basis but will always use reasonable efforts to ensure that each Fund is treated in a fair and equitable manner. Mesa West shall assign the loan (a “Rotated Asset”) to the vehicle that has gone the longest without receiving a Rotated Asset (as determined by loan closing date). Allocation of Co-Investment Opportunities The Adviser may allocate co-investment opportunities among interested parties in its sole discretion including for example, on the basis of the size of investor commitments to the Funds and other Separate Accounts as well as a broad range of other considerations, including, commercial considerations for the applicable portfolio investment, an investor’s stated desire to participate in co-investments, the Adviser’s determination of the appropriateness of offering a coinvestment opportunity, an investor’s ability to execute such offer and the approval of transaction counterparties. There can be no assurances with respect to the amount of any co-investment opportunity that will be made available to an investor in connection with the Funds and the Separate Accounts, and there is no guarantee, prediction or projection of the availability to an investor of co-investment opportunities. Additionally, the allocation of co-investment opportunities may involve a direct or indirect benefit to Morgan Stanley as a result of, among other things, the receipt of fees or performance-based compensation from the co-investment opportunity, which will be calculated independently from the fees and performance-based compensation in respect of the capital commitments to the Funds and capital commitments to other Affiliated Investment Accounts. Investing in the Funds or in Separate Accounts does not entitle any investor or client to allocations of co-investment opportunities. Co-investment opportunities may, and typically will, be offered to some and not other investors or to third parties (including affiliates of Morgan Stanley) who are not investors in the Funds or Separate Accounts. In addition, subject to the foregoing priority rights (if applicable), an investor may be offered fewer co-investment opportunities than investors with the same or smaller capital commitments in the Funds and other Separate Accounts, and some investors may receive no such offers while other investors with capital commitments of the same or lower amount may receive substantial offers for such opportunities. Investors are not required to participate in co-investments offered by the Adviser. The actual number of co-investment opportunities made available to investors may be significantly higher or lower than those made available in connection with other Affiliated Investment Accounts. Please refer to Item 10 for a description of other financial industry activities and affiliations of Morgan Stanley, and a discussion of the material conflicts relating thereto.

Some of the factors considered by the Adviser in selecting a Counterparty include, among other things, execution quality and capabilities, including with regard to market making, commissions charged by, and gross compensation paid to, such Counterparty, and special knowledge of the Adviser’s clients’ markets. Principal or Cross Transactions The Adviser will only consider engaging in a principal or cross transaction with Morgan Stanley or its affiliates on behalf of a Fund or Separate Account to the extent permitted by applicable law. Trade Aggregation The Funds and Separate Accounts rarely invest in any publicly traded securities. If a Fund or Separate Account transacts in a publicly traded security, due to exclusivity provisions and the fact that Mesa West only invests the assets of a Fund during its respective Commitment Period, it generally would not be practicable to aggregate transactions with other Funds or Separate Accounts. Research Mesa West receives real estate market research from real estate brokers. Mesa West may also use the services of those real estate brokers to sell real estate investments for the Funds and Separate Accounts. Mesa West does not have any formal or informal arrangements to compensate the brokers for the research that is provided. Mesa West may also acquire real estate-related research and market data from third party service providers. The Funds and Separate Accounts may bear the expense for the research obtained from such third parties and these payments will likely be made in hard dollars.

The investment positions and assets within the Funds’ and Separate Accounts’ portfolios are monitored and reviewed by personnel of Mesa West’s Asset Management group on a daily and/or weekly basis. Each calendar quarter, a quarterly asset review (“QAR”) meeting takes place during which each of the respective investments is presented by personnel in the Asset Management Group to Mesa West’s senior management for review of credit conditions, performance and business plan updates, and valuation. Reporting

Mesa West provides Fund investors with quarterly reports, generally within 60 days after the end of each calendar quarter, that contain the following information: (i) a schedule and summary description of each Fund asset; (ii) a description of the performance of each asset; (iii) unaudited financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including a balance sheet, income statement, statement of partners’ capital, and statement of cash flows; and, (iv) a transmittal letter describing performance highlights. Investors also receive a capital account statement to show the estimated value of their interest in the respective Fund. Within 120 days of the end of the fiscal year, investors in the Funds will also receive copies of annual audited financial statements prepared in accordance with U.S. GAAP that include the following information: (i) auditors’ opinion; (ii) balance sheet; (iii) statement of income or loss; (iv) statement of partners’ capital; (v) statement of cash flows; and (vi) notes to the financial statements. Mesa West provides Separate Account investors with monthly servicing statements at or around the time of monthly interest payment remittance. Additionally, depending on the specific terms of each Separate Account agreement, monthly or quarterly property and borrower financial statements, quarterly valuation reports and comprehensive asset updates and summaries are provided, as applicable. Mesa West also distributes special reports to investors, upon specific request.

The special reporting varies by the format in which an investor would prefer to receive our information (e.g., using a proprietary template or questionnaire, or a Mesa West schedule). In certain cases, the Adviser may provide additional or different information to different investors. Other than as required by agreement with an investor or by applicable law, the Adviser is not obligated to offer similar information to any investor by virtue of providing that information to other investors.

Such investment limitations may be disregarded with the consent of the Fund’s Advisory Committee, as set forth in the applicable partnership agreement. While Mesa West generally does not expect to invest in publicly traded securities, to the extent that it does so in the future the Adviser will execute transactions on behalf of any Fund or Separate Account through a broker, dealer or underwriter. The Adviser’s objective will be to obtain the most favorable commission and the best price available on each transaction in light of the quality of execution provided. Consequently, brokers, dealers and underwriters are selected primarily on the basis of their execution, capability and trading expertise. Investment discretion is assumed pursuant to the relevant partnership agreement, which confers express authority to the Fund’s general partner and its affiliates (including the Adviser) to make all decisions concerning the investigation, evaluation, selection, negotiation, structuring, commitment to, monitoring of and disposition of investments. Generally, the Adviser does not have the same level of discretion with respect to Separate Account clients, as major decisions regarding investments made by certain Separate Accounts require investor approval. The exact parameters of the Adviser’s discretion are set forth in the Separate Account’s governing documents as negotiated and agreed upon by the parties.

In addition to voting proxies at portfolio companies, the Adviser generally engages with the management, and at times also engages with the board, of companies in which we invest on a range of governance issues. We consider governance to be a window into management and board quality. The Adviser typically engages with companies where we have larger positions and voting issues are financially material. We believe that the Adviser’s engagement process, through private communication with companies, allows us to understand the governance structures at investee companies and better inform our voting decisions. The Policy addresses a broad range of issues and provides general voting parameters on proposals that arise most frequently. However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. The Adviser seeks to follow the Client Proxy Standard for each client. At times, this could result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome). We also split votes at times based on differing views of portfolio managers. The Adviser could determine to abstain on matters for which disclosure is inadequate. We usually support routine management proposals except for certain “other business” and “meeting adjournment” proposals. Votes on board nominees can involve balancing a variety of considerations, including those related to board and board committee independence, term length, whether nominees could be overcommitted, director attendance and diligence, financial knowledge and experience, executive and director remuneration practices, board diversity, and board responsiveness. We consider withholding support from or voting against a nominee if it believes a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty. We can oppose directors where we conclude that actions of directors are unlawful, unethical or negligent.

We consider opposing individual board members or an entire slate if we believe the board is entrenched and/or dealing inadequately with performance problems; if we believe the board is acting with insufficient independence between the board and management; or if we believe the board has not been sufficiently forthcoming with information on key governance or other material matters. Where applicable, the Adviser examines a range of issues, including proxy contests and proposals relating to mergers, acquisitions and other special corporate transactions, on a case-by-case basis in the interests of each client. We support substantial management/board discretion on capital structure, but within limits that take into consideration articulated uses of capital, existence of preemptive rights, and certain shareholder protections provided by market rules and practices. We are generally supportive of reasonable shareholder rights. The Adviser votes on advisory votes on executive pay on a case-by-case basis. We generally support equity compensation plans if we view potential dilution/cost as reasonable, and if plan provisions sufficiently protect shareholder interests. We also support appropriately structured bonus and employee stock purchase plans. We support proposals that if implemented would enhance useful disclosure, but we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. The Adviser considers social and environmental shareholder proposals on a case-by-case basis, but generally supports proposals that seek to enhance useful disclosure on matters we believe could be financially material. Process: An MSIM Proxy Review Committee (the “Committee”) has overall responsibility for the Policy. Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, and individual investment teams are responsible for determining decisions on proxy votes. The Committee meets at least quarterly and reviews and considers changes to the Policy at least annually. If the Director of our Global Stewardship Team determines that an issue raises a material conflict of interest, the Director can request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question. The Adviser reserves the right to depart from the Policy in order to avoid voting decisions that it believes may be contrary to the clients’ best interests. In addition, the Adviser may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that the client’s interests are better served by an abstention. The Adviser may be subject to conflicts of interest in the voting of proxies. A potential conflict of interest may occur where the Adviser or any of its affiliates or their respective employees has a direct or indirect economic stake in the outcome of a proxy vote that is different from a client’s stake.

When such a potential conflict arises between the Adviser and any of its affiliates or their respective employees on the one hand and one or more of the clients on the other, the matter is evaluated to determine whether an actual conflict exists. Where an actual conflict exists, the Adviser will take necessary and appropriate steps to address the conflict.