PGIM Limited: investment adviser

PGIM, Inc. and PGIM Limited PGIM, Inc. is a New Jersey Corporation that was formed in June 1984 and registered with the SEC as an investment adviser in December 1984. PGIM, Inc.’s predecessor companies began managing fixed income portfolios for affiliates in 1875 and for unaffiliated institutional clients in 1928. In addition to PGIM Credit and SCG, PGIM, Inc. also includes PGIM Real Estate, a provider of debt and equity real estate investment advisory services. PGIM Real Estate has a separate brochure filed with the SEC that provides information about its advisory business. As noted above, in the first quarter of 2026, PMA was merged into PGIM, Inc. PMA (which was formerly known as PGIM Portfolio Advisory LLC) was the successor entity to Prudential International Investments Advisers, LLC which was formed in 2005 as a Delaware limited liability company and registered with the SEC as an investment adviser in August 2005. PGIM, Inc. is also registered with the U.S. Commodity Futures Trading Commission as a commodity trading advisor and commodity pool operator and is a member of the National Futures Association (the “NFA”). PGIM Limited (organized as a company that is registered in England) was formed in July 1999, has been authorized and regulated by the United Kingdom Financial Conduct Authority (“FCA”) (registration number 193418) or a predecessor regulator since 1999, and has been registered with the SEC as an investment adviser since March 2012. PGIM Limited began managing fixed income portfolios for affiliates and for unaffiliated institutional clients in 2005.

PGIM Credit PGIM Credit is the public and private fixed income investment group within PGIM. PGIM Credit consists of two investment sub-groups, PGIM Fixed Income (a manager of public and private fixed income investments) and PGIM Private Credit (a manager of private fixed income investments). PGIM Fixed Income operates its United States business within PGIM, Inc. and its United Kingdom business within PGIM Limited. PGIM Private Credit operates a portion of its United States business within PGIM, Inc. PGIM Fixed Income and PGIM Private Credit (formerly known as PGIM Private Capital) were combined to form PGIM Credit in 2025. As a result of this combination, certain of the investment, operational, and other processes, activities and policies of PGIM Fixed Income and PGIM Private Credit have been integrated. Other processes, activities and policies remain separate and distinct in order to reflect each group’s unique approach to sourcing and managing investments and managing client accounts. This integration is ongoing.

PGIM Strategic Capital Group SCG provides multi-asset and portfolio-level investment advisory services. SCG includes personnel employed by PGIM Limited in the United Kingdom.

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PGIM Reorganization Beginning in 2025, PGIM reorganized by moving various support functions—such as operations, technology, client service, and sales—from PGIM Credit, SCG, and other PGIM investment groups into central teams that serve all of PGIM.

Global Offices and Affiliations As a global investment manager, PGIM utilizes personnel in offices and affiliated entities around the world to provide services to clients. Depending on the client relationship and applicable investment management agreement, certain investment advisory, account management, operational, or other services are performed by or delegated to affiliates or are delegated by such affiliates to PGIM, Inc. or PGIM Limited. Although these affiliates are separate legal entities, they operate in coordination with the applicable registered investment adviser as part of our integrated global business. The PGIM entity with which a client has contracted supervises any services provided by one or more of our global offices/affiliates. When we use the terms “we,” “us” or “our” in this brochure, we are referring to PGIM, Inc. and/or PGIM Limited, as applicable to the advisory services described. References also include the investment groups (PGIM Credit or SCG) or investment sub-groups within such groups (PGIM Fixed Income and PGIM Private Credit) through which services are conducted. As noted above, in certain cases, personnel providing services are employed by affiliated entities. PGIM, Inc. and PGIM Limited, along with their affiliates referenced herein, are indirect wholly-owned subsidiaries of Prudential Financial which is headquartered in the State of New Jersey, U.S.A. None of Prudential Financial, PGIM, Inc., PGIM Limited or any of their affiliates is affiliated in any manner with Prudential plc, incorporated in the United Kingdom or with Prudential Assurance Company Limited, a subsidiary of M&G plc, incorporated in the United Kingdom.

Our Advisory Services We provide discretionary and non-discretionary investment advisory services across a range of strategies to clients. These services are delivered through separately managed accounts and single investor vehicles, publicly offered investment funds (including U.S. registered investment companies), collective and commingled trust funds, collateralized loan obligations (“CLOs”), private commingled investment funds, and other investment vehicles (each, unless the context may otherwise require, we refer to interchangeably as an “account,” “portfolio” or “fund”), for which we act as investment manager or sub-adviser. Unless the context otherwise requires, references in this brochure to our “client” or a “client” includes the clients described above and otherwise in Item 7. In this brochure, the term “issuer” refers to either a bond issuer or, in the context of loan investments, a borrower.

PGIM Credit PGIM Credit is a global public and private fixed income manager offering a range of investment strategies and products. Our fixed income investment strategies fall under the following general categories: Multi-Sector We manage a range of multi-sector fixed income strategies that seek an excess return over global, countryspecific, regional (e.g., Europe and Asia) or cash benchmarks. These strategies invest primarily in government securities, mortgage-backed securities, corporate bonds, high yield bonds, emerging markets bonds, leveraged loans, and securitized products. These strategies take various levels of active risk versus the relevant benchmarks ranging from core conservative (least active risk) to strategic bond and multi-asset credit (most active risk). These strategies are available with a range of duration targets. Securitized Products We manage a diverse array of strategies that invest in securitized products and asset-based finance investments, including residential and commercial mortgage-backed securities, CLO tranches, consumer and 6 PGIM Credit and SCG (FORM ADV PART 2A)

commercial asset-backed securities, fund finance transactions, forward flow facilities, and other asset-based finance investments in both securities and loan form. Additionally, we manage strategies that invest in pools of residential mortgage loans. Investments in securitized products can include both publicly and privately offered assets and are measured against various benchmarks. Investment Grade Credit We manage U.S., European and global credit/corporate bond strategies against a variety of benchmarks. Our U.S. investment grade corporate bond strategy actively overweights/underweights industries and issuers based on both top-down economic analysis as well as bottom-up fundamental analysis. Our global credit/corporate bond strategy emphasizes U.S., European, and emerging market corporate bonds, seeking to generate most of the excess return from regional allocation, individual security selection, and industry rotation primarily based on security-specific or bottom-up fundamentals. These strategies are available with a range of duration targets. Leveraged Finance We manage a range of leveraged finance strategies which invest in both public and private securities including, high yield bond and bank loan strategies against a variety of benchmarks. These strategies seek to generate excess return through industry and security selection. We offer U.S. high yield, U.S. higher quality high yield, European high yield, European higher quality high yield, broad market high yield and global high yield strategies as well as U.S., European and global bank loan strategies. Each of these strategies has different risk and geographic parameters. These strategies are available with a range of duration targets. Emerging Markets We manage a wide range of emerging markets debt strategies that seek an excess return over global, regional or cash benchmarks, including a broad emerging markets debt strategy that invests in hard currency sovereign and quasi-sovereign bonds, with opportunistic allocations to local currency instruments and corporate bonds. We also manage emerging markets local currency and corporate fixed income strategies, as well as blended emerging markets debt strategies that invest in both U.S. dollar denominated and local currency issues. These strategies are available with a range of duration targets. Municipals We manage several municipal bond strategies that invest primarily in securities that are exempt from U.S. federal, state and/or local income taxes, against a variety of benchmarks. These strategies are available with a range of duration targets. Money Market and Ultra Short Bond We manage a wide range of money market and ultra short bond strategies that invest in short duration fixed income instruments and money market instruments and that are managed against a variety of benchmarks. Government We manage a range of government and government-related strategies that seek an excess return over global, regional and cash benchmarks, including global sovereign and quasi-sovereign, U.S. government, U.S. Treasury inflation-protected securities and agency mortgage-backed securities mandates. Each of these strategies has different risk and geographic parameters. Short Duration We manage several strategies that invest in short duration fixed income instruments against a variety of benchmarks. Systematic Strategies We manage several systematic strategies that seek to outperform market or cash benchmarks. These strategies use a systematic relative value trading strategy, which attempts to generate alpha from sector relative value

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exposures. Unlike our main strategies, these strategies are focused on quantitative investment methodologies rather than fundamentals-based portfolio construction approaches. Long Duration We manage a range of liability-driven and long duration strategies against market benchmarks and client specific, custom benchmarks. These include long government/credit, long corporate/long credit, long custom, and custom liability and completion solutions. Alternative Strategies We manage (or offer) a range of alternative strategies, including the following:

Global Liquidity Relative Value and U.S. Liquidity Relative Value strategies are long/short relative value strategies with varying risk budgets that seek to maximize total return on a risk-adjusted basis by investing in relative value opportunities within fixed income sectors of the U.S., developed country and select emerging markets, as applicable, that are considered to be liquid (including government securities, sovereign securities, agency securities and derivatives). We also manage the U.S. liquidity relative value strategy with an overlay intended to provide broad equity market or “beta” exposure.

Emerging Markets Debt Long/Short and Emerging Markets Blend Plus strategies are actively managed, diversified strategies that seek to maximize total return on a risk-adjusted basis by investing primarily in sovereign, quasi-sovereign, and corporate emerging markets debt securities and their derivatives, denominated in both hard and local currencies. These leveraged strategies employ various trading strategies, including country-specific trades, relative value trades, carry trades, volatility trades and foreign exchange and rates trades. These strategies can be managed against a variety of benchmarks.

Alpha Opportunities is an actively managed, diversified strategy that seeks to maximize total return while being market neutral over time. The strategy utilizes both relative value and directional strategies by investing primarily in fixed income markets and derivatives over varying time horizons. It invests primarily across corporate, securitized, emerging markets and government debt sectors and seeks to generate returns mainly through active sector and security selection across geographies, which may include tactical duration, credit quality, yield curve, volatility and currency positions.

Credit Opportunities is a concentrated, high conviction strategy that seeks to maximize total return on a risk-adjusted basis by investing in special situations, distressed and higher yielding performing credits. The strategy invests primarily in high yielding, less liquid credit opportunities primarily across U.S. and European high yield, senior secured loans, and emerging markets credit.

Special Opportunities is a strategy that is expected to focus on stressed, distressed and special situation investments. The strategy is expected to seek to maximize absolute returns on a risk-adjusted basis by opportunistically investing in a concentrated portfolio of U.S.-centric illiquid and idiosyncratic credits comprised of higher yielding stressed, distressed and special situation investments such as opportunistic financings, capital solutions, direct lending in mezzanine and rescue financings and stressed and distressed debt.

Credit Income is a multi-sector fixed income strategy consisting of a portfolio of liquid and illiquid credits and securitized products, utilizing both public and private securities. The objective of the strategy is to generate high total returns, through a combination of current income and capital appreciation. The strategy has flexibility to actively adjust allocations over time while adapting to the market and economic environment. The strategy may invest without limit in investment grade and below investment grade debt securities, including securities of stressed and distressed issuers. Leverage will also be utilized by the strategy on an opportunistic basis.

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Large Cap Private Credit is a strategy that focuses on investing in privately placed, below investment grade, floating rate leveraged debt. It targets large capitalization companies, typically those with an annual EBITDA of $75 million or more. The strategy aims to achieve a total return by combining current income and capital appreciation. It primarily invests in senior secured, first lien issuances, concentrating on term loans and revolving credit facilities. The strategy is managed jointly by investment professionals from PGIM Fixed Income and PGIM Private Credit.

In addition to the above, we consider certain private credit strategies discussed below to be alternative strategies, including Direct Lending Investments, Private Mezzanine Investments, and Private Credit Secondaries Investments. Private Credit Strategies In addition to Large Cap Private Credit and private asset-based finance (referenced above under “Securitized Products”), we originate and manage investments for our clients in strategies consisting primarily of privately issued asset classes (“Private Investments”), including fixed and floating rate corporate debt, loans, equipment loans and leases, credit tenant leases, infrastructure, oil/gas/power assets (collectively, “Private Energy Investments”), mezzanine and private equity investments (including Private Energy Investments that are mezzanine and/or private equity investments) (collectively, “Private Mezzanine Investments”) and secondary purchases of interests in other private credit funds (“Private Credit Secondaries Investments”). Companies that our Private Investments clients invest in are referred to as “Portfolio Companies”.

Our private credit strategies include:

Direct Lending: We manage a variety of accounts which invest primarily in privately placed, floating rate leveraged loans (often below investment grade) (“Direct Lending Investments”), focused on both large and middle market companies.

Private Mezzanine Investments: Mezzanine investment strategies provide subordinated debt and structured equity to middle-market companies in both the energy and non-energy sectors, typically to support recapitalizations, acquisitions, internal growth, and buyouts.

Private Credit Secondaries Investments: Private credit strategy primarily targeting secondary purchases (often at discounted values) of stakes in closed-ended private credit funds and on a selective basis, could invest directly or indirectly in loans or other private credit instruments transacted in the secondary market. We act as co-adviser for this strategy, together with our wholly owned affiliate, Montana Capital Partners.

In addition to strategies relating specifically to Private Investments, private asset-based finance investments and Private Investments are included in certain multi-sector and leveraged finance acounts. Derivatives In implementing certain of our investment strategies, we sometimes use derivatives as a substitute for taking a position in the underlying asset and/or as part of a strategy or to hedge certain risks. We also use derivatives to attain leverage in certain accounts. CLO Collateral Management We serve as collateral manager for CLOs that invest primarily in U.S. or European loans and, in some cases, also invest in high yield bonds. Environmental, Social and Governance Investing We recognize the importance of integrating credit-material environmental, social and governance (“ESG”) factors into our investment process, and aim to consider such factors in credit analysis/underwriting (as relevant) across all of our credit strategies. In doing so, we focus on ESG risks and opportunities that we

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believe are likely to have a direct, material impact on an issuer’s financial performance. We evaluate these alongside other credit risk factors and opportunities in arriving at our overall fundamental credit view of a potential investment. This holistic credit view of the issuer, as well as the terms and/or pricing of its debt, are generally the key determinants in our investment decisions. On top of this, where consistent with applicable law and regulation and specifically requested by a client or included in a fund’s guidelines, certain of the strategies or accounts that we manage also apply non-economic or non-credit material ESG considerations in the selection of investments. In accordance with certain client and fund specifications, those strategies or accounts include extra-financial rules or objectives based on proprietary tools and frameworks (such as our internal “Impact Ratings”, among other things), third-party vendor screens or data, and/or client methodologies. Our Securities Lending and Reverse Repurchase Services In addition to our investment advisory services, we provide securities lending and, in some cases, reverse repurchase services to certain of our affiliates (including affiliated insurance companies and trust funds/accounts) and unaffiliated clients. We lend U.S. government and agency securities, corporate bonds, domestic and foreign equities and foreign fixed income securities. Generally, companies and institutions borrow securities for various reasons, including short selling, arbitrage and to facilitate settlement. We also engage in reverse repurchase transactions for certain affiliated and unaffiliated clients, where we (on the client’s behalf) will agree to sell a security with an obligation to repurchase it at an agreed-upon price and time. We could enter into a reverse repurchase agreement on behalf of an account for several reasons, including purchasing additional investments or creating additional liquidity. Some clients have established separate securities lending arrangements (each, a “Third-party Lending Arrangement”) through their custodian or another third-party securities lending agent (each, a “Third-party Securities Lending Agent”). We are not responsible for a client’s obligations under such Third-party Lending Arrangements. For accounts that we manage, we execute transactions based on several factors and generally do not consider factors relating to a client’s Third-party Lending Arrangement, such as whether the client’s Third-party Securities Lending Agent needs to recall securities on loan to settle sales transactions, vote proxies or participate in other corporate actions. Customization of Our Advisory Services We seek to accommodate the individual needs of our clients in providing our advisory services. Our investment management or similar agreements with clients, which include investment guidelines, are negotiated to incorporate mutually acceptable terms. Under these agreements, clients can impose limitations on our investment discretion, such as restrictions regarding investment in certain securities or types of securities. (See Item 16 below for more information regarding limitations on our investment discretion imposed by our clients.) Restrictions imposed by a client can prevent us from making investments that we would otherwise make for the account, which could result in negatively impacted performance.

SCG SCG provides multi-asset and portfolio level investment advisory services to insurers, reinsurers, select strategic partners, and other institutional investors in connection with asset allocation, portfolio construction, and implementation mandates. SCG allocates client assets to affiliated or unaffiliated investment advisers, including other investment groups of PGIM, Inc. (including PGIM Credit and PGIM Real Estate), and manages client accounts or oversees sub-advisers or underlying investment vehicles. For purposes of this brochure, such affiliated or unaffiliated advisers and managers are collectively referred to as “Underlying Managers.” PGIM, Inc. and its affiliates will manage client accounts, and non-affiliated Underlying Managers will only be considered to the extent that PGIM, Inc. and its affiliates do not have asset management capabilities or capacity in a desired asset class as determined by SCG. Affiliated Underlying Managers include Prudential Select Strategies, Inc. 10 PGIM Credit and SCG (FORM ADV PART 2A)

Our Assets Under Management As of December 31, 2025, our assets under management were as follows: Discretionary

Non-discretionary

PGIM, Inc. - PGIM Credit

$952,371,487,786

$2,301,175,558

PGIM Limited - PGIM Fixed Income

$68,114,396,934

$0

PGIM, Inc. - PGIM Strategic Capital Group

$29,322,406,829

$0

The assets under management reported above for PGIM, Inc. - PGIM Credit also include accounts reported above by PGIM Limited - PGIM Fixed Income and PGIM, Inc. - PGIM Strategic Capital Group. Assets under management reported for PGIM Limited relate solely to advisory activities conducted by PGIM Fixed Income. In addition, the assets under management reported above for PGIM, Inc. - PGIM Credit and PGIM Limited - PGIM Fixed Income do not include assets managed by affiliated offices for which PGIM, Inc. or PGIM Limited provides minimal or no services. As explained above, PGIM Strategic Capital Group previously operated as a separate SEC registered investment adviser and was integrated into PGIM, Inc. in the first quarter of 2026. Accordingly, the assets under management as of December 31 are attributable to its predecessor entity, PMA.

Strategic relationships, such as those with founding investors or partners, also influence fee arrangements. We are generally compensated through asset-based fee schedules or performance-based fee schedules. Performance-based fees include both incentive fees and, in some cases, carried interest, which is typically based on realized profits rather than periodic portfolio valuations. At our discretion, we are sometimes paid a fixed fee, which can be charged alone or in combination with an asset-based or performance-based fee. Unless otherwise instructed by clients, asset-based and performance-based fees are generally calculated using custodian and/or administrator pricing, rather than our internal valuations. Asset-based fees are typically offered according to tiered schedules. These schedules include breakpoints that are linked to the amount of assets in the account, so the fee rate decreases for the portion of assets that reach each breakpoint. Asset-based fees are also available through a “cliff-pricing” fee structure, where all assets move to a lower fee rate once certain asset-thresholds are met. Fees differ depending on the type of account or investment vehicle. For example, fees for commingled vehicles—including those we sub-advise—differ from fees for separately managed accounts. In situations where we manage multiple accounts for a single client or a group of affiliated clients, we have, in some cases, agreed to aggregate the client’s assets across related accounts. This aggregation enables the client or affiliated 11 PGIM Credit and SCG (FORM ADV PART 2A)

group to benefit from a lower fee tier or allows us to consider total assets when determining the fee schedule for each account. We have also entered into arrangements with investment consultants (including OCIO providers) and other investment managers under which the assets of clients of such consultants or managers are aggregated to allow those clients to benefit from a lower fee tier, or the total assets of clients of such consultants or managers are considered in determining the fee schedule for each client of such consultant or manager. As a result, clients with similar investment objectives or strategies pay different fees depending on these and other factors. (See Item 10 below for a description of our relationships with investment consultants and managers.) The specific fee rates, breakpoints, performance fee terms, calculation methodologies, and billing arrangements applicable to a particular client, account, or investment vehicle are negotiated on a case-by-case basis and are set forth in the applicable investment management agreement or, for commingled investment vehicles, the relevant fund disclosure documents.

Sub-Advisory Fees When we engage Underlying Managers to manage portions of a client’s account, we pay those Underlying Managers according to negotiated rates. Depending on the agreement, we could retain a portion of such advisory fee paid by the client.

Consultative Services We provide consultative services to certain clients, sometimes at no additional cost. If these services require substantial incremental administrative or overhead expenses, we, from time to time, request expense reimbursement from the client. These reimbursements are negotiable, not tied to performance, and are typically paid monthly or quarterly in arrears, depending on client preference.

Securities Lending and Reverse Repurchase Agreement Fees We are compensated for our securities lending and reverse repurchase services by receiving a portion of the proceeds generated from lending and reverse repurchase activities or a flat fee based on securities outstanding in reverse repurchase transactions, as agreed to by a client. For the avoidance of doubt, we do not receive such compensation when using securities lending or reverse repurchase agreements in managing a client’s account where such client has not also entered into a separate agreement or arrangement for securities lending or reverse repurchase services. The type of proceeds earned from securities lending transactions depends on the collateral provided by the borrower. Securities lending borrowers provide collateral consisting of cash, securities or a letter of credit. For loans collateralized by securities or a letter of credit, client accounts receive a fee from the borrower for the borrower’s use of the loaned securities. If loaned securities are collateralized with cash, we invest the cash in short-term and intermediate-term funds that we manage. For these loans, the proceeds from securities lending are equal to the difference between the interest rate earned from investing the cash collateral and the interest returned to the borrower (which is commonly referred to as the “rebate rate”). When we engage in reverse repurchase services where we also perform securities lending services, our compensation generally is either similar to securities lending, as described above, where we receive a portion of the proceeds generated, or an agreed upon flat fee that is based on the amount of securities outstanding. For clients where we do not also perform securities lending services but perform only reverse repurchase services, we can receive a separate agreed-upon fee.

Other Fees and Amounts Payable by Clients In addition to advisory and asset management fees:

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Clients are generally responsible for certain other fees and expenses related to their accounts, including custodial fees, brokerage fees, transaction costs, and, if applicable, specialized management software platform expenses.

Clients incur withholding and other taxes in connection with their investments.

Certain clients pay or receive origination or finders’ fees in connection with sourcing investments, as permitted by law and/or disclosed in client or fund agreements.

Costs associated with ESG or other sustainable finance reporting are charged to certain funds as described in the relevant fund documents. To the extent investors in the funds require additional or specialized ESG or other sustainable related reporting, costs associated with such reporting could be charged to the applicable investors as described in the relevant side letter arrangements.

Certain clients (typically in private asset class strategies) generally reimburse us for out-of-pocket expenses that we incur on their behalf in connection with managing their accounts. These expenses could include, but are not limited to: transaction costs and expenses related to investments (which could also include legal fees), organizational costs and expenses involved in establishing accounts, costs associated with the acquisition, disposition, servicing, administration and management of investments, termination fees for certain illiquid assets, expenses incurred in transitioning assets to our management, and costs related to preserving or enhancing the value of any investment (including litigation or restructuring expenses).

Investors in funds we manage are responsible for fund-level costs, expenses, and liabilities that are not reimbursed. These can include the administrative, custodial, accounting, audit, legal, regulatory, tax compliance, and other third-party provider fees, as well as expenses of related entities and feeder funds. With respect to certain funds, customary internal operational expenses—such as capital calls, distributions, treasury support, reporting, and supporting technology—can be charged to the fund, as described in the applicable offering or governing documents. The total organizational fees and expenses charged to the fund and its investors might be subject to a cap, as set forth in those documents.

Market-Imposed Charges and Settlement-Related Costs Certain U.S. and non-U.S. trading and currency markets impose charges and penalties for trade and currency settlement failures that could result in additional costs to our clients. For example, in an effort to reduce the overall incidence of fails in the U.S. government securities marketplace, any market participant that fails to deliver U.S. Treasury, agency debt or agency mortgage-backed securities on settlement date is assessed a “fails charge” to compensate the “non-failing” counterparty. This “fails charge” will, consistent with market practice, be assessed against and borne by a client’s account. This is so even if, for example, the failure to deliver a security that was sold from the client’s account was caused by a different counterparty that failed to deliver or failed to timely deliver the security in connection with a preceding purchase for the client’s account. Likewise, pursuant to the Central Securities Depositary Regulation (the “CSDR”) of the European Union (“EU”) or the United Kingdom (“UK”), EU/EEA or UK central securities depositaries can impose charges for late or failed settlements of any instrument that is cleared through a central clearing house or is settled by a trading venue or a central securities depository. In the U.S., in certain cases, we will reimburse a client account for such charges because of our agreement with the client or because the client is unable (or will not allow its account) to pay such charges. With respect to client accounts subject to CSDR, our current policy (which we could change without notice) is to reimburse client accounts for charges that are imposed on such accounts by the central securities depositaries. In all other instances, we seek to address these or similar additional costs or charges in accordance with market practice and other factors we consider reasonable and appropriate.

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The European Union Markets in Financial Instruments Directive effective in 2018 (“MiFID II”) and the European Union Markets in Financial Instruments Regulation (“MiFIR”), as they form part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, including any amendments and/or supplemental measures implemented subsequently (together “U.K. MiFID II/MiFIR”) require that PGIM Limited provide clients with ex-ante and ex-post disclosure of all costs and charges associated with the services it provides and the costs of the financial instruments to be recommended or marketed to the client. This information is provided to clients prior to the provision of services and on an annual ex-post basis.

Payment of Fees We accommodate clients’ preferences by either billing them directly for our fees or deducting fees from their accounts held at their custodians. If clients have a choice between these methods, we allow them to select their preferred option. When we act as a subadvisor to another entity, the investment manager typically bills the client for our fees, rather than us billing the client directly. Asset-based fees are usually payable monthly or quarterly in arrears. For certain closed-end commingled investment vehicles, we offset fees against amounts otherwise distributable to investors, or investors pay fees directly if there are insufficient amounts available for distribution. Performance-based fees include both incentive fees and carried interest. Incentive fees are typically calculated as a percentage of the investment gains in a client’s account over a specified period and are generally paid after the relevant calculation period. Carried interest, by contrast, represents a share of realized profits from an investment and is typically allocated and paid only upon realization of those profits, such as when an investment is sold or otherwise monetized. For clients subject to performance-based fees, the calculation methodology—including the treatment of cash flows—is negotiated individually and varies by client. When we deduct advisory fees directly from client accounts, or when private fund investors must pay all or part of the management fee due to insufficient distribution amounts for offset, we provide clients with a notification or invoice that specifies the management fee deducted or payable for each billing period. We generally do not require or solicit clients to pay advisory fees in advance, except for certain closed-end commingled funds where advance payment is specified in the fund’s governing document. If a client pays advisory fees in advance and their advisory contract terminates before the end of the billing period, we refund any unearned, prepaid fees in accordance with the terms of the client’s investment management agreement or the applicable fund or organizational document.

Fee Offsets and Allocation of Deal-Related Fees In certain private credit strategies, we or our affiliates receive fees from issuers or other third parties in connection with investments made on behalf of client accounts or funds. These fees can include payments for structuring, originating, or administering an investment, arranging a loan, or performing administrative services. We maintain a fee allocation policy that generally requires all such fees paid by an issuer to us to be passed pro rata to our accounts based on their participation in the relevant investment. However, our policy permits us to retain certain specific types of fees, including “shelf set-up fees,” disproportionate fees (i.e., fees paid to us in excess of those paid to other investors not managed by us in the same transaction), and other fees as individually agreed with a client, except where otherwise required by law, regulation, or contractual agreement. If we receive a fee related to a private credit investment that is not required to be passed pro rata to all participating accounts under our policy, we will nevertheless allocate a pro rata share of such fee to accounts that are required by law or otherwise to receive their share, but not to other participating accounts. Retaining fees from issuers in connection with a financing that are not passed through to participating accounts creates a conflict of interest, as such fees could be considered additional compensation that might otherwise have been reflected in the interest rate or yield paid to the investors. This conflict is described in detail in Item 10, “Conflicts arising from Placement Adviser and Other Activity.” 14 PGIM Credit and SCG (FORM ADV PART 2A)

In connection with the management of certain private credit accounts, we or our affiliates also charge borrowers fees such as directors’ fees, transaction fees, monitoring fees, break-up fees, and other similar fees. Subject to applicable law and as described in the governing agreements for the relevant accounts, we generally apply a contractually agreed portion of such fees (net of unreimbursed expenses) to reduce the management fees otherwise payable by the account. The account’s share of such fees (paid or received) will be allocated based on the capital (including related debt) committed by the account to the relevant investment.

Conflicts Related to Valuation and Fees When client accounts hold illiquid or difficult to value investments, we face a conflict of interest when we make recommendations regarding the value of such investments since our fees are generally based on the value of assets under management. We could be viewed as having an incentive to provide higher valuations. We have valuation policies and procedures that we believe mitigate this conflict effectively and enable us to value client assets fairly and in a manner that is consistent with the client’s best interests. This conflict generally does not exist and is further mitigated or eliminated in circumstances where fees are calculated from custodian, other third-party pricing, and/or administrator pricing and not our internal valuations.

Conflicts Related to Securities Lending and Reverse Repurchase Fees In certain cases, when we manage a client account and also serve as securities lending agent and/or engage in reverse repurchase transactions for the account, we are compensated for securities lending and reverse repurchase services by receiving a portion of the proceeds generated from the securities lending and reverse repurchase activities of the account. In cases where we are compensated in this manner, we could be considered to have an incentive to invest in securities that would generate higher securities lending or reverse repurchase returns, even if these investments were not otherwise in the best interest of the client account. In addition, if we are acting as securities lending agent and providing reverse repurchase services for the same client, we have an incentive to select the option that generates higher proceeds for us.

Other Compensation PGIM Credit and SCG do not receive direct transaction based compensation for the sale of securities or other investment products, except as otherwise disclosed in this brochure. However, PGIM Limited acts as distributor of securities or other investment products that are managed by it or affiliated entities, for which it is compensated on a cost-plus or other agreed fee basis. Certain PGIM personnel engage in marketing or client support activities with respect to our advisory services or investment products. In some cases, certain personnel receive compensation directly related to the sale of securities or other investment products; however, bonuses or other forms of compensation for personnel could be influenced by, among other factors, the sales and retention of advisory services or interests in funds managed by us or our affiliates. Any such compensation would be payable by us or our affiliates and not our clients or investors in the funds. However, in certain cases a portion of the performance-based fees and other compensation that we earn is shared with relevant investment professionals and members of senior management and other personnel. In such cases, these amounts will be paid to the individuals concerned directly or indirectly from such performance fees paid by the relevant client. This practice presents a conflict of interest and gives certain of our supervised persons an incentive to recommend investment products based on the compensation they can receive, rather than our client’s needs. Please see Item 6 for a discussion of those fees and the related conflicts of interest. In addition, as further described in Item 6, some of our supervised persons receive additional compensation in the form of forgivable loans in connection with their investment directly or indirectly in certain of our private funds.

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In certain strategies we receive carried interest, which is a performance-based fee calculated as a percentage of realized profits that exceed a specified preferred return. We will generally be entitled to be paid a portion of that percentage, although the formulas and particular details of these negotiated fees vary. For client accounts where a performance-based fee is payable, it is also customary to include an asset-based component, which we collect regardless of the performance of the account; however, not all performance-based fee schedules will include an asset-based component. In some cases, fees might be earned even if the portfolio experiences negative returns. As noted above, asset-based fees could also be charged on invested capital rather than portfolio value, meaning fees are assessed on the capital committed and deployed, rather than fluctuating net asset value. We also sub-advise funds with fulcrum fee arrangements where performance fees adjust the base fees according to relative performance.

Side-by-Side Management of Accounts and Related Conflicts of Interest We manage accounts with asset-based fees alongside accounts with performance-based fees. This side-by-side management creates an incentive for us and our investment professionals to favor one account over another. Specifically, we have an incentive to favor accounts for which we receive performance fees, and possibly take greater investment risks in those accounts, in order to bolster performance and increase our fees. Additionally, for new accounts or those “ramping up” where fees are not charged until the account reaches a certain size, we have an incentive to allocate investments to increase and accelerate our fees. In addition to the incentives described above, the side-by-side management of multiple accounts gives rise to other conflicts of interest. The following conflicts of interest apply, directly and/or indirectly, to PGIM Credit and SCG in connection with side-by-side management. Affiliated Accounts: We manage accounts on behalf of our affiliates as well as unaffiliated accounts. We could be considered to have a financial incentive to prefer accounts of affiliates over others. Additionally, at times, our affiliates provide initial funding or otherwise invest in vehicles managed by us, for example by providing “seed capital” for a fund or account. Managing “seeded” accounts alongside “non-seeded” accounts creates an incentive to favor the “seeded” accounts to establish a track record for a new strategy or product and possibly earn a higher return for our affiliate. In addition, our affiliated investment advisers from time to time allocate their asset allocation clients’ assets to us. We have an incentive to favor accounts used by our affiliates for their asset allocation clients to receive more assets from our affiliates. Furthermore, affiliated clients and certain other clients request and receive greater transparency, operational support, training, or other resources, in each case as permitted under applicable law. For example, representatives of Prudential Financial, the general account of The Prudential Insurance Company of America (“PICA”) and accounts of other affiliates that are responsible for assessing Prudential Financial’s enterprise investment risk have access to information about our assets under management, including for third parties, that is not made available to unaffiliated clients unless required by applicable law. This information does not include specific unaffiliated client identifying information or portfolio information for clients that have prohibited us from sharing such information with affiliates.

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Larger Accounts/Higher Fee Strategies: Larger account clients typically generate more revenue than do smaller accounts or clients, and certain of our strategies have higher fees than others. As a result, a portfolio manager could have an incentive when allocating scarce investment opportunities to favor accounts that pay a higher fee or generate more income for us (or which we believe would generate more revenue in the future). Long Only and Long/Short Accounts: We manage accounts that only allow us to hold securities long as well as accounts that permit short selling. As a result, there are times when we sell a security short in some client accounts while holding the same security long in other client accounts. These short sales could reduce the value of the securities held in the long only accounts. Conversely, purchases for long only accounts could have a negative impact on our short positions in long/short accounts. Consequently, we have conflicts of interest in determining the timing and direction of investments. Securities of the Same Kind or Class: We sometimes buy or sell, or direct or recommend that a client buy or sell, securities of the same kind or class that are purchased or sold for another client, at prices that could be different. Although such pricing differences could appear as preferences for one client over another, our trade execution in each case is driven by our consideration of a variety of factors consistent with our duty to seek best execution (as discussed in more detail in Item 12 below). There are times when we execute trades in securities of the same kind or class in one direction for an account and in the opposite direction for another account, or we determine not to trade securities in one or more accounts while trading for others. While such trades (or a decision not to trade) could appear inconsistent in how we view or treat a security for one client versus another, they generally result from differences in investment strategy, portfolio composition or client direction. Investment at Different Levels of an Issuer’s Capital Structure: There are times when we invest client assets in the same issuer, but at different levels in the issuer’s capital structure. This could occur, for instance, when a client holds private securities or loans of an issuer and other clients hold publicly traded securities of the same issuer or where investors receive substitute securities in a reorganization or corporate action. This could also occur where different clients invest in different parts of a corporate structure (such as an issuer and its parent or subsidiary), in obligations secured by different collateral, or in separate investments made at different times in the same issuer. Additionally, we could invest certain client assets in a class or tranche of securities of a securitized finance vehicle (such as a collateralized loan obligation, asset‑backed security, or mortgage‑backed security) while simultaneously investing one or more clients in different classes or tranches of securities within the same vehicle. These different securities can have varying voting rights, dividend or repayment priorities, rights in bankruptcy, or other features that conflict with one another. In some cases— particularly with private securitized products and asset‑based finance investments where our clients own all or a significant portion of the outstanding securities or obligations—we have input regarding the characteristics and the relative rights and priorities of the various classes or tranches. When we invest client assets in different levels of an issuer’s capital structure, we are permitted to take actions with respect to the assets held by one client (including affiliated clients) that are potentially adverse to other clients, for example, by foreclosing on loans or by putting an issuer into default or involuntary bankruptcy proceedings. Conflicts can arise both at the time an investment is made and over the life of the investment, including where we make follow‑on or additional investments in an issuer, or structure a new investment, with awareness of existing investments held by other clients or affiliated accounts. In negotiating the terms and conditions of an investment, or any subsequent amendments, actions, or waivers, we could find that the interests of a client and the interests of one or more other clients (including affiliated clients) could conflict, including where an investment is structured and the proceeds are used, in whole or in part, to pay down or refinance existing positions in the same issuer held by other clients or affiliated accounts. In addition, decisions over consent solicitation, corporate reorganizations, how to exit an investment, bankruptcy matters (including, for example, whether to trigger an event of default, involuntary bankruptcy proceedings, or the terms of any workout) or other actions or inactions can result in conflicts of interest. Similarly, if an issuer in which a client and one or more other clients directly or indirectly hold different classes of securities encounters financial problems, decisions over the terms of any workout will raise conflicts of interest

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(including potential conflicts over proposed waivers and amendments to debt covenants). For example, a senior bond holder or lender might prefer a liquidation of the issuer in which it could be paid in full, whereas an equity or junior bond holder might prefer a reorganization that holds the potential to create value for the equity holders or junior bond holders. There will be times where we refrain from taking certain actions (including participating in workouts and restructurings) or making investments on behalf of certain clients or where we determine to sell investments for certain clients, in each case in order to mitigate conflicts of interest or legal, regulatory or other risks to us. This could potentially disadvantage the clients on whose behalf the actions are not taken, investments are not made, or investments are sold. Conversely, in other cases, we will not refrain from taking such actions or making investments on behalf of some clients (including affiliated clients), which could potentially disadvantage other clients. Any of the foregoing (or similar) conflicts of interest will be resolved or managed on a case‑by‑case basis (including, where determined to be required, by escalating matters to, and seeking direction and guidance from, senior management). Any such resolution will take into consideration the interests of the relevant clients, the circumstances giving rise to the conflict and applicable laws. Financial Interests of Investment Professionals: Our investment professionals from time to time invest in certain investment vehicles that we manage, including exchange-traded funds (“ETFs”), mutual funds, private funds and (through a retirement plan) collective investment trusts. From time to time, we also provide financing to facilitate the investment by our investment professional in certain of our private funds. Also, certain of these investment vehicles are options under the 401(k) and deferred compensation plans offered by Prudential Financial. In addition, the value of grants under our long-term incentive plan and targeted longterm incentive plan are affected by the performance of certain client accounts. As a result, our investment professionals have financial interests in accounts we manage and/or related to the performance of certain client accounts. (See description of our compensation of investment professionals in Item 11.) Firm-Provided Financing and Forgivable Loan Arrangements: From time to time, we provide financing to certain investment professionals to facilitate their participation in private funds that we manage, including through forgivable loan arrangements that constitute additional compensation. These arrangements could reduce the personal capital at risk for such professionals and therefore incentivize them to accept greater investment risk or to favor these funds in investment or product recommendations. Any credit, repayment, or loss risk associated with such financings is borne by us and does not impact the assets, performance, or returns of any client account or fund. Non-Discretionary/Limited Discretion Accounts: We provide non-discretionary and limited discretion investment advice to some clients and manage others on a fully discretionary basis. Trades in nondiscretionary accounts or accounts where discretion is limited could occur before, in concert with, or after we execute similar trades in our discretionary accounts. The non-discretionary/limited discretion clients can be disadvantaged if we deliver investment advice to them after we initiate trading for the discretionary clients, or vice versa. Furthermore, a non-discretionary/limited discretion client might not be able to participate in trades if there is a delay in receiving such client’s direction or consent. In some cases, when such a client requests additional information prior to giving its direction or consent, we are prohibited from sharing information because, for example, the information is non-public. (See also Item 10 at “Conflicts Arising Out of Legal and Regulatory Restrictions” and Item 11 at “Receipt of Material Non-Public Information (MNPI) and Information Barrier Standards”.) Co-Investments: From time to time, we offer certain entities (“Co-Investors”) co-investment opportunities, in which these Co-Investors will be offered the opportunity to participate directly in certain investments that we are making for our clients (including funds that we manage). Co-investment opportunities may be offered to current clients, investors in our funds or other third parties. Except to the extent a client or investor has entered into an agreement pursuant to which we have granted such client or investor a right with respect to co-investment opportunities, clients and investors should be aware that they have no such right and should not expect that they will be offered any co-investment opportunities.

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Generally, our decision to grant co-investment rights will be based on the expectation of a commercial benefit to us from a potential Co-Investor, such as increased management fees or other compensation resulting from a continued, increased or future investment in funds or accounts we manage by such potential Co-Investor. Other factors we consider in deciding whether or not to grant co-investment rights include: (i) whether a potential Co-Investor has demonstrated, or has the potential to demonstrate, a long-term and/or continuing commitment to the potential success of our firm or products; (ii) our assessment of a potential Co-Investor’s ability to timely execute and fund co-investment opportunities; (iii) whether a potential Co-Investor has a history of successfully participating in co-investment programs; and (iv) the overall strategic value to us of offering a co-investment opportunity to such potential Co-Investor. We have ability to grant co-investment opportunities to Co-Investors on terms and conditions that are more favorable than those of our other clients and investors. For example, such terms could include:

Management fees and/or incentive compensation (including carried interest) that are reduced or waived;

Rights to participate in follow-on investments; and

With respect to investments held by Co-investors, rights to be notified of sales of the same or similar investments by our other clients and rights to participate alongside such clients in the sale of investments held by Co-investors.

Co-investment opportunities will be offered to Co-Investors irrespective of whether the available investment opportunity exceeds the aggregate appetite of our other client accounts for such investment. Accordingly, the participation of a Co-Investor will, under some circumstances, reduce the amount of the investment opportunity available to our other clients. This presents a conflict of interest in allocating investment opportunities because we can be considered to have the incentive to allocate a greater portion of an investment opportunity to a Co-Investor than we otherwise would because of the potential commercial benefit to us from the co-investment relationship. Transactions Involving Affiliates: Certain client accounts, from time to time, engage in transactions with our affiliates. These transactions include purchasing investments from or through affiliated entities, investing alongside affiliates in certain investments (such as co-lending transactions), or investing in entities in which affiliates hold interests. In all such cases, we will comply with applicable fiduciary and legal requirements, including, where applicable, making a good-faith determination that such transactions are conducted on terms and conditions consistent with those available from an unaffiliated third party in an arm’s-length transaction. For certain transactions, such as participations in promissory notes held by Prudential Financial affiliates (including the general account of insurance company affiliates), the terms will be established in a manner designed to ensure that the investor is treated fairly, taking into account all relevant facts and circumstances and the commercial understanding of the parties. Reliance on Affiliates for Critical Information: For certain accounts and/or funds, we rely on affiliated entities for important information, including asset valuations, accounting information, and risk metrics. Differences in methodologies, judgments, or opinions among us, our affiliates, and our clients could affect portfolio management decisions and reporting and give rise to potential conflicts of interest. In addition, in arrangements where SCG’s clients reinsure liabilities of a cedent affiliated with PGIM, such affiliated cedent acts as a counterparty to the client, and both the client and the affiliated cedent may rely on information, analyses, or determinations provided by affiliates. These arrangements present conflicts of interest and could affect investment decision making, risk assessments, or reporting. Side Letters: We have entered into side letters with respect to certain of the private funds that we manage, and might do so with respect to funds that we manage in the future. Such side letters grant such investors (including affiliated accounts) terms and conditions more advantageous than those granted to other investors. 19 PGIM Credit and SCG (FORM ADV PART 2A)

For example, some investors have side letters with “most favored nation” (MFN) provisions granting reduced fees or expenses, or access to more frequent or detailed information regarding the fund's investments. We could have multiple side letters with respect to a single fund, each with a different investor. We, in our sole discretion, shall determine whether a client meets the necessary criteria and characterization to elect terms or rights under any such MFN provision. Except as otherwise agreed with a client, we are not required to disclose the terms of our side letters with other investors or clients. Hedging: We sometimes hedge a portion of the investments we manage for one client while not hedging a similar investment in the same issuer for another client. Consequently, the two similar investments (inclusive of the hedge) might have different economic values as a result of the hedge which could influence our management of the investments, including the timing of the disposition of the investments.

How We Address These Conflicts of Interest We have established policies and procedures to address conflicts of interest that can arise from managing different types of client accounts. Our approach includes regular oversight, trade allocation reviews, and compliance monitoring to detect and manage potential conflicts. As part of this process, our compliance group periodically conducts supervisory reviews of new issue allocations and related documentation to confirm adherence to our policies. Additionally, we utilize committees or independent reviewers for certain funds to help resolve issues transparently and in the best interests of all clients. Our primary objective is to act in good faith and fulfill our fiduciary duties, making investment decisions independently and for the benefit of each client.

Minimum account sizes vary by investment strategy. We generally can waive these minimums at our discretion. Separately managed accounts and certain funds could require higher minimum investments than commingled funds.

PGIM Fixed Income Methods of Analysis and Investment Strategies We believe that research-driven security selection is the most consistent strategy for adding value to client portfolios. We complement this research-driven security selection with active sector rotation, duration/yield curve/currency management and a focus on trade execution. Our research-based investment process integrates credit and securitized products research, quantitative analysis, and risk management. Our portfolio managers are divided into the following teams:

Credit Portfolio Management:

Corporate

Leveraged Finance (including high yield securities and bank loans)

Private Credit

Municipal

Developed Market Rates

Agency MBS

Short-Term Investments

Multi-Sector:

U.S.-Indexed Multi-Sector

Global-Indexed Multi-Sector

Emerging Markets and Foreign Currency

Securitized Products and Asset Based Finance

In addition, a separate team is dedicated to securities lending and reverse repurchase activities.

PGIM Fixed Income Investment Process We seek to achieve long-term investment performance consistent with our clients’ investment objectives. In doing so, we generally use the following portfolio construction process (although not every aspect of the process is employed in every strategy or portfolio managed by PGIM Fixed Income):

Develop Top-Down Investment Outlook

Quarterly, we formulate a market outlook that assesses economic, interest rate, and fixed income sector scenarios. This top-down outlook is prepared with input from a cross-functional group consisting of our co-chief investment officers, chief investment strategist, senior economists, senior portfolio managers for each strategy, heads of each of our sector teams, and head of quantitative analysis and risk management.

The market outlook plays a role in helping to determine the level and types of risk to assume in our client portfolios. We discuss this market outlook on a weekly basis throughout the quarter.

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Develop Portfolio Strategy and Security Selection

The senior portfolio manager for each strategy develops the portfolio strategy, if applicable, seeking excess return over the portfolio’s benchmark by establishing risk exposures within a pre-established risk budget.

As discussed below in “Our Investment Risk Management and Quantitative Research Processes”, we generally use risk budgets to manage expected portfolio tracking error.

Each strategy team meets periodically to discuss portfolio strategy, positioning and attribution.

For multi-sector portfolios, the senior portfolio manager for the applicable strategy conveys the overall portfolio strategy to the applicable individual sector teams.

Individual securities are selected by the applicable sector team (which teams include personnel from investment sub-groups outside of PGIM Fixed Income in the case of certain multi-asset portfolios containing public and private assets) based on:

fundamental research;

quantitative relative value modeling; and

technical and relative value analysis and trading expertise in the applicable markets.

The senior portfolio manager for each strategy is ultimately responsible for all investment decisions and portfolio positioning, subject to the supervision of the co-chief investment officer overseeing the strategy and, where applicable, the head of the relevant investment team.

Portfolio Monitoring

Subject to certain exceptions, on a daily basis, each portfolio’s risk characteristics and positioning versus its benchmark are reported and made available for review by both the portfolio manager for the account and our investment risk management group.

Where appropriate, the investment risk management group escalates any concerns, as necessary, to the portfolio manager for the account, the head of the relevant investment team, one or both of our co-chief investment officers, and ultimately the Head of PGIM Credit.

Credit meetings are held on a daily basis at which credit analysts discuss industry and individual issuer developments and events while portfolio managers discuss the market environment, trading technicals, and spread levels.

Throughout the day, analysts and portfolio managers interact informally on specific news-related issues as they arise.

Periodically, sector teams meet and conduct comprehensive subsector reviews.

Any of these discussions can result in changes in a portfolio’s positions.

PGIM Fixed Income Macroeconomic Research Process We conduct in-house economic and strategic research to develop views on economic, policy and market trends to support the fixed income investment process. Our global macroeconomic research and investment strategy groups continually evaluate incoming economic data as well as monetary and fiscal policy

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developments in real time. We supplement our internal research with third party research that focuses on economic and policy analysis. We also analyze market supply and demand trends from a range of sources. Our global macroeconomic research and investment strategy groups interact with the sector portfolio managers and research teams to integrate their top-down macroeconomic analysis with the sector teams’ bottom-up fundamental views. On a weekly basis, the senior investment team meets to discuss economic and market developments, and investment opportunities across the fixed income sectors. As discussed above, we summarize our macroeconomic views each quarter in the quarterly market outlook. This document includes not only our macroeconomic and interest rate outlook, but also an outlook for each fixed income sector.

PGIM Fixed Income Credit Research Process Corporate, Leveraged Finance and Municipal Debt We have a team of credit analysts who are each responsible for a group of credits within an industry sector or group of industry sectors. To initiate coverage on an issuer, an analyst will prepare an internal rating and outlook on the issuer. The rating and outlook will be determined based on a comprehensive review of the financial health and trends of the issuer, which will include a review of the composition of revenue, revenue trends, profitability margins and trends, cash flow margins and trends, and leverage and coverage trends. In addition, the analyst will review the issuer’s business strategy, financial policies and position within its industry. The analyst will also determine the creditor rights and ranking of the security or securities being proposed for purchase. Once a security is purchased for a portfolio, the analyst will monitor the performance of the issuer on an ongoing basis by reviewing its financial statements and other disclosures, as well as ratings changes, relevant sell-side research and other news about the issuer using a variety of data services and news feeds. The analysts might listen to management conference calls detailing business results, attend industry conferences to learn about trends affecting issuers in their coverage universe and meet directly with issuer management. At any time an analyst determines that events, business results, a change in financial policy or strategic direction, or other developments warrant a change in our internal rating, the analyst will notify the portfolio managers and make the change in our credit database, where our ratings, outlooks and other credit related information is maintained. These changes appear on a dashboard of most recent updates to the database that is available on the desktop of all the portfolio managers and analysts.

Private Credit PGIM Fixed Income invests in large-cap private credit strategies as a distinct investment group with its own investment professionals, underwriting standards, credit analysis and investment decision-making processes. In certain strategies, including large-cap private credit, PGIM Fixed Income may collaborate with PGIM Private Credit, including by considering investment opportunities sourced by PGIM Private Credit and through shared participation of certain PGIM Private Credit professionals on investment committees and as named portfolio managers. PGIM Fixed Income’s private credit investment approach is grounded in comprehensive evaluation and ongoing monitoring of borrower fundamentals, transaction structure, sponsor quality and relevant macroeconomic conditions. Our analysts are responsible for assessing the attractiveness of private credit opportunities, structuring and negotiating deal terms, and maintaining internal credit views, ratings and outlooks for each investment held in a client portfolio. This analysis includes a thorough review of business viability, financial projections, capital structure, covenant protections, and key transaction-specific risks and mitigants. Our analysts maintain detailed perspectives on the credit profiles and performance trends of borrowers within their coverage universe. Through regular interaction with management teams, private equity sponsors and industry participants, we seek to promote transparency and the early identification of potential issues. We 23 PGIM Credit and SCG (FORM ADV PART 2A)

regularly reassess creditworthiness and update internal ratings and outlooks while a private credit investment is held in a client portfolio, leveraging disciplined monitoring processes and proprietary tracking systems.

Securitized Products Our research approach to securitized credit and asset-based finance consists of the analysis and monitoring of underlying collateral, transaction structure, underwriting quality and macroeconomic factors. Our analysts are responsible for evaluating the attractiveness of securities, estimating expected cash flows and maintaining an internal rating for each security or asset held in a client portfolio. Our analysts also maintain comprehensive views on the credit profiles and trends in covered subsectors. We regularly assess creditworthiness while a security is held in any client portfolio.

Sovereign Debt We closely follow sovereign and quasi-sovereign issuers across a range of developed and emerging market countries. Given our emphasis on country selection during the investment process, much of our sovereign credit research is focused on the fundamental analysis of the quantitative and qualitative factors driving sovereign credit risk. We also perform relative value and technical research on sovereign issuers, and we identify key risk factors that could cause a particular sovereign to outperform or underperform over a base case scenario. This process helps us to incorporate research findings into actual portfolio construction by providing a framework for translating a research-based stand-alone country recommendation into a riskadjusted country allocation within an overall portfolio.

Environmental, Social and Governance Issues We recognize the importance of integrating financially-material ESG factors into our investment research and decision-making process. This means that when making or evaluating investments, we aim to incorporate ESG factors we believe are likely to have a material impact on the value of an investment alongside other credit risk factors in arriving at our overall fundamental credit view of the issuer. In addition, where consistent with applicable law and regulation and specifically requested by a client or included in a fund’s guidelines, we consider non-financial ESG factors. (See Item 4 under “Environmental, Social and Governance Investing”.) Our internal credit research group and investment teams take into account ESG risks and opportunities that they believe are likely to materially impact an investment’s value, alongside other risks and opportunities as part of the overall analysis of the value of the investments we make on behalf of the accounts we manage. As part of the credit research and due-diligence process, our analysts review available information related to ESG factors, which could be provided by the issuer or obtained from third-party ESG research providers or alternative data sources (e.g., NGO analyses, governmental and inter-governmental studies, etc.). Our analysts could supplement this information through engagement with the issuer. The ESG factors considered during our research assessment will vary depending on the asset class, industry and/or individual issuer. Where ESG-related constraints for specific mandates determined by us and/or our clients are based on nonfinancial factors, such factors can be based on sustainability values and the harm or benefit that investments might have for the environment, society or governance practices and/or based on proprietary tools, including, but not limited to, our Impact Ratings framework. An assignment of a high Impact Ratings under our proprietary Impact Ratings framework is generally based on the credibility and ambition of an issuer’s strategy to reduce negative environmental and social impacts, and their actual achievements at the time of our analysis. Accordingly, the extent and quality of efforts and actual achievements by issuers to reduce their negative impacts is the key driver of our Impact Ratings, while efforts to enhance their positive impacts will serve as an additional differentiator yielding higher Impact Ratings. In assigning a proprietary Impact Ratings, the relevance of certain ESG issues considered by our credit analysts can vary depending on the asset class, industry and/or individual issuer. Where applicable, we utilize data, research and screens from third-party service providers (among a number of inputs) in connection with our analysis of ESG issues and applying the constraints to relevant portfolios. Clients (or investors in our funds) for whom we apply ESG factors should

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understand that we are sometimes dependent on information provided by these providers in determining whether an investment meets relevant characteristics (e.g., industry or sector). We have established a PGIM Credit sustainable investment policy committee (the “Sustainable Investment Policy Committee”) which includes members from PGIM Fixed Income and PGIM Private Credit that is supported by a sustainable investment research sub-committee (the “Sustainable Investment Research SubCommittee”) and a private credit sustainable investment sub-committee (the “Private Credit Sustainable Investment Sub-Committee”; altogether known as the “Sustainable Investment Committees”). The Sustainable Investment Policy Committee focuses mainly on high-level policy decisions, steers and guides our ESG strategy, and makes decisions on material ESG business matters. The Sustainable Investment Policy Committee is composed of senior leaders and department heads across various regions. The Sustainable Investment Research Sub-Committee is responsible for approving ESG-and sustainability-related assessment methodologies such as for our internal Impact Ratings framework, incorporating and developing our approach to climate risk, impact and stewardship, and making decisions on matters pertaining to ESG integration in credit analysis. The Private Credit Sustainable Investment Sub-Committee sets and oversees ESG investment objectives for private credit investment activities. To meet our clients’ needs we implement a range of negative screens and exclusions according to specific exclusion criteria requested by our clients. For certain clients, we use specialist third-party screening providers to implement such exclusionary screens; however, these screens do not always offer high coverage for all asset classes and/or are not always relevant for all asset classes. For other clients, we exclude investments contained on detailed “restricted lists” provided by the applicable client. In cases where we rely on third-party service providers to apply constraints or exclusion criteria on portfolios, the coverage and applicability of these exclusions could vary widely across asset classes and regions, and in certain cases the coverage could be low. As a signatory to the Principles of Responsible Investment (the “Principles”), we are committed in implementing the Principles, where consistent with our fiduciary obligations and client guidelines. In addition, PGIM Fixed Income is a signatory to the U.K. Stewardship Code; however, this year, we, together with the other PGIM investment groups, intend to pursue signatory status collectively as PGIM.

PGIM Fixed Income Investment Risk Management and Quantitative Research Processes Our proprietary risk management system is used by risk managers and portfolio managers to analyze portfolio risk, monitor portfolio positioning relative to pre-established risk budgets and perform detailed performance attribution. This system incorporates a tracking error model designed to estimate the systematic risk of a portfolio’s active positioning versus its benchmark resulting from yield curve, currency and spread movements. We supplement our tracking error model with short-term spread risk measures and with scenario analyses derived from actual historical events. Non-systematic risk is addressed by applying market-value based thresholds and using custom stress-tests. Our investment risk management team develops risk budgets for each client portfolio, with certain limited exceptions. The risk budgets guide and monitor the allocation of a portfolio’s active risk capacity across the range of available investment opportunities, with active risk defined as the portfolio’s risk relative to its benchmark. The investment risk management team sets discrete thresholds for monitoring both systematic and non-systematic risks. Systematic risks monitored include interest rate, currency, and credit spread risks, while non-systematic risks monitored include issuer, industry, country and liquidity risk. Risk budget thresholds are not intended to establish absolute limits, but rather to trigger discussions between the risk management and portfolio management teams. Our quantitative modeling and strategies team develops proprietary quantitative models to support relative value trading and asset allocation for portfolio management as well as various risk models to support risk management. These proprietary models are used to evaluate interest rates across major currencies and to 25 PGIM Credit and SCG (FORM ADV PART 2A)

perform relative value analysis on asset classes such as government bonds, emerging market bonds, currencies, agency mortgages and securitized products.

Risks Associated with PGIM Fixed Income Investments The risks associated with PGIM Fixed Income’s investment strategies are discussed in the “General Risk Disclosures Applicable to All Strategies” section later in this Item 8.

PGIM Private Credit Methods of Analysis and Investment Strategies PGIM Private Credit strategies focus on the origination, underwriting, and management of Private Investments, including investment grade and below investment grade private placements, Private Mezzanine Investments, Private Energy Investments, Direct Lending Investments and Private Credit Secondaries Investments. Deal sourcing is supported by a geographically based coverage model, as well as by strategyspecific teams not constrained by geography. Our regional offices are generally run by a managing director with 20 or more years of experience, and each deal team is responsible for knowing, and maintaining an active dialogue with, Portfolio Companies in their territory. We generally originate a significant portion of our Private Investments on a “direct” basis with the remainder sourced through a variety of channels, including relationships with sponsors, financing relationships with issuers, commercial and investment bank intermediaries, equity fund relationships, industry consultants and engineers (particularly in the energy sectors), and, for certain direct lending products, our relationship and equity interest in our affiliated investment adviser, Deerpath Capital Management, LP (together with its associated affiliates, collectively, “Deerpath”). Additionally, as applicable for any given strategy, we are an active participant in industry conferences and maintain active direct calling efforts, which results in reverse inquiries to generate investment opportunities. Subject to client requirements, we generally seek diversification across industries and geographies.

PGIM Private Credit Underwriting, Due Diligence and Monitoring As part of the origination process, our investment professionals conduct comprehensive due diligence and credit analysis for each potential transaction and utilize our experience in various industries and network of contacts to understand and analyze the particular industry, portfolio company and management team. We look for strong management teams with demonstrated track records and as applicable (particularly for Private Mezzanine Investments and certain Direct Lending Investments), significant personal economic stakes in their companies’ success. This process also involves reviewing business models, competitive positioning, historical and projected financial performance, cash flow characteristics, leverage and coverage metrics, collateral values, covenant structures (including maintenance covenants), and the proposed use of proceeds. Our private credit teams evaluate both sponsored and non-sponsored transactions. A key feature of the strategies we employ for our private credit clients is the comprehensive monitoring process we use to evaluate and manage the investments we originate. Our monitoring process includes periodic financial reviews, ongoing communication with Portfolio Company management, on-site visits, and, where applicable, board participation as a director or observer. Monitoring efforts focus on identifying developments that may adversely affect a company’s ability to meet its obligations or comply with covenants. Maintaining a seat or observer status on a Portfolio Company’s board of directors or other similar governing body also provides further insight into the company’s strategic direction and operational performance. This ongoing monitoring is described in detail in Item 13.

PGIM Private Credit Mezzanine Investments Mezzanine strategies involve investing in subordinated debt, often combined with structured equity securities, and could include securities such as subordinated notes, convertible debt, preferred equity, and/or warrants.

Non-Energy Mezzanine Investments: Typically invests in middle market companies (generally with revenues between $100-$500 million) located in the US and Canada, with selective activity in the U.K.

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and Western Europe, Australia and Mexico. Investment sizes generally range from $20 million to $150 million, the proceeds of which are typically used by issuers to facilitate the financing of recapitalizations, acquisitions, internal growth opportunities and buyouts. To evaluate the attractiveness of a deal, the private credit teams place an emphasis on companies with strong value-added businesses in narrowly defined market sectors.

Energy Mezzanine Investments: Focuses on North American energy companies, with investment sizes typically ranging from $10 million to $75 million and a dedicated origination team covering distinct geographic territories. Underwriting for Private Energy Investments further emphasizes attractive project-level economics.

Mezzanine investments usually offer scheduled interest payments along with potential equity-based returns, with subordinated debt ranking senior in rights and preferences to both preferred and common equity and potentially benefiting from covenants tied to the issuer’s financial performance.

PGIM Private Credit Direct Lending Investments Direct Lending Investments consist of privately placed, floating rate debt of below investment grade issuers. These investments are expected to generate current income through scheduled interest payments and, in a majority of cases, to reduce credit risk over time through scheduled amortization. Direct Lending Investments are typically structured as senior secured facilities benefiting from first priority liens, although a limited number of such investments could be second lien debt. PGIM Private Credit generally seeks to obtain maintenance covenants and other contractual protections in connection with its Direct Lending Investments. A typical Direct Lending Investment is between $25 million and $100 million, the proceeds of which are generally expected to be used by issuers to facilitate recapitalizations, acquisitions, internal growth opportunities and buyouts. The geographic focus for Direct Lending Investments is in companies located primarily in North America, the United Kingdom, Western Europe and Australia; however, certain strategies have a more specialized geographic focus and/or currency. Such portfolios are expected to be broadly diversified with respect to industry, geography, types of financing and ownership, including both private equity sponsored transactions and family owned, management owned or non-sponsored corporate structures. Underwriting emphasizes defensible business models, value-added customer positions, and with exception of collateral backed transactions, issuers with an ability to generate stable free cash flow. PGIM Fixed Income also engages in direct lending transactions on behalf of client accounts.

PGIM Private Credit Secondaries Investments Our Private Credit Secondaries Investment strategy seeks to achieve risk-adjusted returns by investing primarily in secondary interests in private credit funds, typically through LP-led or GP-led transactions that provide liquidity to sellers. Investments are expected to focus primarily on seasoned private credit funds investing in senior secured, first-lien debt of middle-market companies in North America and Europe, with limited exposure to other credit strategies, including second-lien, subordinated, or distressed debt, and, on a selective basis, preferred or common equity. Private Credit Secondaries Investments may include interests in funds, continuation vehicles, co-investment vehicles, or, in limited circumstances, direct or indirect secondary purchases of loans or other debt instruments. Investment sizes and portfolio construction are subject to diversification and concentration guidelines as set forth in the fund documents, and involve significant risk, including the possible loss of capital.

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PGIM Private Credit ESG As described in Item 4 and in the discussion of ESG considerations under PGIM Fixed Income in this Item 8, PGIM Credit has established a framework for integrating financially material ESG factors into its investment research and decision‑making processes. Consistent with that framework, PGIM Private Credit considers ESG factors that it believes are likely to have a material impact on the value of an investment as part of its overall credit analysis, alongside other relevant financial and credit risk factors. The ESG factors considered, and the manner in which they are evaluated, vary depending on the asset class, industry, transaction structure and individual issuer. ESG considerations for PGIM Private Credit are assessed through qualitative analysis, transaction‑specific due diligence, engagement with issuers or sponsors, and, where applicable, client‑directed ESG guidelines or restrictions. In evaluating ESG‑related risks and opportunities, PGIM Private Credit could rely on information provided by issuers, sponsors or third‑party data providers, which could be incomplete or unavailable for certain private investments.

Risks Specific to PGIM Private Credit The risks associated with PGIM Private Credit’s investment strategies are discussed below in this Item 8 under “General Risk Disclosures Applicable to All Strategies”.

SCG Methods of Analysis and Investment Strategies SCG selects and monitors Underlying Managers in accordance with each client’s investment guidelines or other applicable instructions from the client and in consultation with each client. The review and recommendation process is principally focused on a quantitative and qualitative analysis of each potential strategy, investment process, investment team, and performance. With respect to ongoing monitoring, each strategy's performance is reviewed on a regular basis, including discussions with the portfolio management team, if necessary. On an annual basis, unless otherwise agreed to with a client, SCG conducts a due diligence review of Underlying Managers. SCG’s level of due diligence and oversight of a particular Underlying Manager will depend on the specific arrangement negotiated with each client, and certain clients will retain a greater level of discretion over an Underlying Manager.

Risks Specific to SCG Investment strategies managed by us present a range of risks that are specific to the multi-manager and reinsurance models implemented on behalf of clients. In addition to the “General Risk Disclosures Applicable to All Strategies” discussed later in this Item 8, these risks include, but are not limited to, the following:

Risks Associated with Manager Selection and Oversight. SCG selects and monitors Underlying Managers. Success of our approach depends on our ability to evaluate and monitor such Underlying Managers over time. Consequently, there is a risk we do not identify or fully assess all investment, operational, compliance, or other risks associated with an Underlying Manager or its strategies. Underlying Managers can change personnel, investment processes, or risk controls, which can adversely affect results. Underlying Managers can also engage in misconduct that is not detected through due diligence or ongoing monitoring, including failing to follow a stated strategy, providing inaccurate information, regulatory violations, fraud, or misappropriation of client assets. Many Underlying Managers rely on one or a few key individuals; the loss of those individuals could impact performance. Because Underlying Managers generally have discretion within their mandates, different implementation decisions can lead to unintended concentrations or overlapping exposures across managers. SCG’s ability

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to monitor and influence an Underlying Manager’s day-to-day investment and operational practices is limited, which limits our ability to identify issues promptly, or at all. Clients pay SCG an advisory fee and can also pay unaffiliated Underlying Managers fees and certain mandate-specific expenses. If an Underlying Manager charges performance-based fees, there is a potential incentive to take greater risk. Independent decisions by multiple Underlying Managers can increase portfolio turnover and transaction costs and, for taxable clients, could increase taxable gains. Unless otherwise agreed, SCG’s monitoring relies in part on information provided by Underlying Managers. As a result, certain investment, operational, compliance, or other risks could go undetected or could be detected only after losses have occurred. There is no assurance that SCG’s selection and monitoring process will identify, mitigate, or prevent all risks, or that Underlying Managers will perform in accordance with our expectations. Clients should also review the additional risk disclosures in this brochure and, as applicable, each Underlying Manager’s Form ADV Part 2A (brochure) or underlying product documents.

Fee and Expense Structure Risks. The use of multiple managers and strategies can result in higher overall fees and expenses for clients due to the layering of advisory, management, and performance-based fees. These costs can erode total returns, particularly during periods of lower performance.

Risks Related to Sourcing and Capacity Constraints. The successful implementation of our strategies is dependent on the ability to source attractive investment opportunities across asset classes and managers. Market conditions, capacity limitations, or reduced availability of desirable investments could impact the ability to meet client objectives or achieve target returns.

Reinsurance Investment Arrangements As part of its advisory business, SCG advises clients that participate in reinsurance transactions pursuant to which insurance liabilities are transferred from one insurance company (the “ceding company” or “Cedent”) to another insurance company or reinsurance vehicle (the “Reinsurer”) under a reinsurance agreement or treaty. In connection with assuming such liabilities, the Reinsurer is generally economically exposed to the assets supporting the reinsured liabilities (the “Reinsurance Asset Portfolio”), and SCG provides investment advisory services with respect to those assets pursuant to negotiated investment management agreements and investment guidelines. Depending on the structure of the reinsurance arrangement, the Reinsurance Asset Portfolio could be held in accounts legally owned by the Reinsurer or in “funds withheld” or similar structures in which the assets remain legally owned by the Cedent but are managed by SCG for the economic benefit of the Reinsurer. These arrangements are typically long-term in nature and involve multiple counterparties and complex contractual relationships, and they are subject to contractual, regulatory, and operational requirements that differ from traditional investment management accounts. Certain reinsurance clients organized as investment vehicles could be co-sponsored by Prudential Financial and an unaffiliated party (each, a “Sponsor”). In certain circumstances, SCG personnel could have roles in connection with establishing or maintaining these reinsurance arrangements.

Risks Related to Reinsurance Arrangements. Our reinsurance investment management strategies involve risks that can affect performance, liquidity, reporting, and our ability to manage the portfolio as intended, including the following:

Complexity and Counterparty Risk: Reinsurance structures involve multiple parties and contracts (for example, Cedents, Reinsurers, administrators, custodians, and other providers). Different parties can use different accounting, valuation, actuarial, or performance assumptions for the assets or liabilities, which can affect performance or risk expectations, reported results, affect guideline compliance calculations, and alter the portfolio’s risk profile.

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Settlement and True-Up Risk: Certain treaties require the asset portfolio to stay at specified levels relative to reinsured liabilities through periodic true-ups and other settlement mechanics. The portfolio can be required to post additional assets or cash, or return assets, based on changes in asset values or liability measures—regardless of market conditions. This can force asset sales, reallocations, or transfers on non-investment timelines and can adversely affect liquidity management, portfolio construction, and performance.

Cash vs. In-Kind Settlement and Valuation Risk: Treaty-driven payments or transfers occur in cash or in-kind. When SCG is involved in selecting assets to be sold or transferred, outcomes depend on pricing, liquidity, market conditions, and valuation methods, which can lead to realized losses, tracking differences versus benchmarks, operational disputes, and delays.

Long-Term Structure and Limited Termination Rights: Reinsurance investment management agreements often run for extended terms and limit the client’s ability to terminate us as investment manager, reducing flexibility to respond to market changes, performance concerns, or changes in the client’s needs.

Reliance on Third-Party and Affiliate Information: In certain structures, we rely on Cedents, Reinsurers (including affiliates), administrators, and other third parties for data and methodologies (for example, statutory/GAAP values, carry values, liability metrics, and cash-flow characteristics). Errors, delays, or differing methods can adversely affect investment decisions, compliance monitoring, and client reporting.

Regulatory Review Risk: Insurance regulators can review or require approval of reinsurance investment management arrangements and investment guidelines. Regulatory feedback or conditions can change agreed terms, restrict investment flexibility, and require portfolio adjustments.

Recapture and Termination Risk: Some treaties allow the Cedent to recapture liabilities and the related asset portfolio under defined circumstances. Recapture timing and the assets delivered can create reinvestment risk, liquidity pressure, and performance impacts if the portfolio does not match the cedent’s preferences or the reinsurer’s ongoing objectives.

Due Diligence and Transaction Risk: Reinsurance transactions involve complex contracts and depend on information from Cedents, counterparties, and other third parties (including actuarial assumptions and portfolio data). Inaccurate, incomplete, or inconsistent information can lead to misunderstood risks and poorer investment outcomes.

Alignment of Interests Risk: The structure and long duration of some arrangements can create incentives for us and our affiliates that differ from the client’s interests, including when we allocate to affiliated strategies, affiliated Underlying Managers, or affiliated vehicles. These incentives can influence portfolio construction and investment decisions and can adversely affect results.

General Risk Disclosure Applicable to all Strategies Investing in securities and other financial instruments involves risk of loss that clients should be prepared to bear. There can be no assurance that any investment strategy will achieve its performance objectives, and losses can occur. As we offer multiple investment strategies through different investment groups, not all risks described below apply to every strategy or product. Clients and prospective clients should review the risk disclosures that follow in conjunction with the descriptions of the applicable investment strategies above. Capitalized terms used but not defined in this section have the meanings given elsewhere in this brochure. The below described risks apply, directly and/or indirectly, to PGIM Credit and SCG.

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Primary Risks Related to Markets and Portfolio Construction

Concentration Risk. By concentrating investments of a particular client account in a specific issuer, sector, market, industry, strategy, country or geographic region, that client account will be subject to the risks of such issuer, sector, market, industry, strategy, country or geographic region, such as rapid obsolescence of technology, sensitivity to regulatory changes, minimal barriers to entry and sensitivity to overall market swings, and can be more susceptible to risks associated with a single economic, political or regulatory circumstance or event than a more diversified portfolio might be. Decisions to overweight or underweight certain sectors, strategies, or managers can result in underperformance relative to benchmarks or client objectives. Portfolio construction across multiple managers, where applicable, can also lead to increased portfolio turnover, duplicative positions, and potentially higher transaction costs, each of which could negatively impact returns.

Fraud, Misrepresentation or Omission. The value of an investment can be adversely affected by fraud, misrepresentation, misleading statements or material omissions by an issuer, borrower, counterparty, sponsor, Underlying Manager, service provider or other third party. Such misconduct could impair the enforceability of contractual rights, the issuer’s or borrower’s ability to service its obligations, or the value of any related collateral, and could result in significant losses to client accounts. In addition, given the private nature and reduced public disclosure of Private Investments, there is increased exposure to inaccurate, incomplete, or intentionally misleading information, which could impair our ability to evaluate and enforce rights with respect to such investments.

Management Risk. Each actively managed account is subject to management risk. We apply investment techniques and risk analyses in making investment decisions for actively managed accounts, but there can be no guarantee that these decisions will produce the desired results. Where applicable, the discussions of risk management in this brochure are intended to describe our efforts to monitor and manage risk but do not imply low risk.

Market Risk. The value of securities and other investments move up or down, sometimes rapidly and unpredictably. Securities markets are volatile. A client account could at any point in time be worth less than its initial value. Regardless of how well an individual investment performs, if financial markets decline, a client account could lose money. We typically compare our performance against a benchmark. Even if we exceed the benchmark, our clients can lose money.

No Assurance of Investment Returns. There are no assurances that any client or investor will achieve their investment objectives or receive any return on their investment. Performance can be volatile, and clients and investors are at risk of losing some or all of their investment. Past performance is not a guarantee or reliable indicator of future results. Fees and expenses will reduce investment returns.

Reliance on Key Management Personnel. The success of certain strategies and accounts can depend, in substantial part, upon the skill experience and expertise of certain investment professionals and other key personnel. The death, disability, departure or extended absence of one or more key individuals could have a material adverse effect on investment activities, operations or performance. While we believe our investment platform is not dependent upon any single individual, the loss of key personnel could adversely affect clients.

Follow-on investment risk. Certain investments require additional capital support. Clients or fund investors could be asked, but are not always obligated, to provide follow-on capital, and the decision not to participate, or inability to do so, can adversely affect the relevant company and dilute or otherwise impair existing investments.

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Primary Risks Related to Rates, Credit, Currency, and Liquidity

Interest Rate Risk. Debt securities can lose value because of interest rate changes. For example, debt securities tend to decrease in value if interest rates rise. Debt securities with longer maturities generally are more sensitive to interest rate changes than those with shorter maturities. In addition, short-term and long-term interest rates do not necessarily move in the same direction or by the same amount. Changes in interest rates can also cause certain types of debt obligations to become subject to prepayment risk or duration extension risk. These include securities such as mortgage-backed securities and bonds with embedded call or put options. Mortgage loans, especially fixed rate mortgage loans, generally decline in value when long-term interest rates increase.

Inflation Risk. Debt securities can lose value because of changes in the rate of inflation. For example, fixed rate debt securities tend to decrease in value as inflation rises due to the declining purchasing power of cash flows generated by these securities. Inflation-indexed debt securities (e.g., Treasury inflationprotected securities (“TIPS”)) are subject to the effect of changes in market interest rates caused by factors other than inflation (i.e., real rates).

Spread Risk. Portfolio returns are affected by changes in the spreads over risk-free rates of the underlying sectors and assets. In particular, a portfolio that is systematically overweighted in spread product would lose value if spreads widen. This systematic risk is dependent on the portfolio’s exposure to various fixed income asset classes with varying degrees of spread risk.

Reference Rate Discontinuation or Modification Risk. A reference rate (e.g., Secured Overnight Financing Rate) is a benchmark interest rate or other financial metric used to determine the pricing, payments performance of various instruments including fixed income securities and derivative contracts. These reference rates are subject to regulatory changes, market developments, or other factors that could lead to their discontinuation or modification. The transition away from a reference rate and the adoption or use of one or more alternative reference rates can lead to increased volatility and illiquidity in markets that are tied to such rates, errors in the calculation of payments due or monies owed, fluctuations in values of investments in issuers that utilize such rates, increased difficulty in borrowing or refinancing, and diminished effectiveness of hedging strategies, thereby adversely affecting a client account’s performance.

Currency Risk. Assets in our client accounts can be denominated or quoted in currencies other than the base (or share class) currency for the account. Accordingly, changes in currency exchange rates will affect the value of these client accounts. Generally, when the base (or share class) currency of an account rises in value versus another currency, assets denominated in a currency other than the base (or share class) currency lose value because that currency is worth less than the base (or share class) currency, and vice versa.

Issuer-Specific/Counterparty and Industry Credit Risk. The issuer, the guarantor, the insurer of a fixed income security, the counterparty to a contract, or a borrower under a loan agreement can be unable or unwilling to make timely principal and interest payments or to otherwise honor its obligations. Additionally, securities could lose value due to a loss of confidence in the ability of the issuer, guarantor, insurer or counterparty to pay back debt. The longer the maturity and lower the credit quality of an instrument, the more likely its value will decline as a result of such a loss of confidence. From time to time, several issuers in a given industry can experience such difficulties simultaneously, making it difficult for issuers in that industry to roll over obligations, to repay creditors or to obtain liquidity in the market.

Liquidity/Valuation/Turnover Risk. Assets in client accounts can, at any given time, include financial instruments for which no market exists, that are or become thinly traded or that are not readily transferable under applicable securities laws. The sale of any thinly-traded or illiquid investments might be possible only at substantial discounts, if at all. Further, illiquid investments can be difficult to value.

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Liquidity can change without notice and without apparent reason, even in segments of the market that are generally deemed highly liquid. Liquidity can be so severely constrained, especially in times of crises, that there is no assurance that any steps we take or trading strategies we employ will be successful in overcoming such constraints. Our investment strategies include long-term purchases, short-term purchases, short sales or margin transactions. Frequent trading can result in higher transaction costs.

Prepayment Risk or Extension Risk. Prepayment risk is the risk that a loan, bond or other security or investment might be called, prepaid or redeemed before maturity. In the case of mortgage- or assetbacked securities, as interest rates decrease or spreads narrow, the likelihood of prepayment increases. In the case of earlier than expected payment, our portfolio managers might not be able to invest the proceeds in other investments providing as high a level of income, resulting in a reduced yield. Prepayment risk can be amplified if the purchase price of a bond is greater than par. Conversely, extension risk is the risk that an unexpected rise in interest rates or spreads will extend the life of a mortgage- or asset-backed security beyond the manager’s expectation, thus resulting in earning a lower yield for a longer period of time.

Municipal Securities Risk. Municipal securities are issued by states, territories or other local governments and their agencies. These securities can be backed by the issuer’s general obligations, or by revenue from a particular project. They can be impacted by economic or political changes, such as legislative events, impacting the issuer. Further, the issuer’s ability to pay can be impacted by litigation, or, in the case of securities backed by revenue from particular projects, issues related to the collection of revenue from such projects. These securities are subject to interest rate, credit and market risk, as well as uncertainties related to the tax status of the securities or rights of investors.

Non-U.S. Securities and Sovereign Risk. Investing in securities of certain developing and emerging market issuers can involve more risk than investing in securities of issuers from developed countries. Political, economic, and legal systems can be less stable and more volatile than the corresponding systems in developed countries. Certain jurisdictions could impose restrictions on the ability of their issuers to make payments of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or other factors. Investments in emerging markets are typically subject to greater volatility and price declines than investments in developed markets. In addition, investments in sovereign debt can involve a high degree of risk. A governmental entity’s willingness or ability to repay principal and interest in a timely manner can be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, its standing and policy towards international financial institutions such as the International Monetary Fund and the World Bank, and the political constraints to which a governmental entity can be subject.

Investing in Greater China Risk. Investing in securities of issuers located or operating in the Greater China involves risks arising from: greater government control over the economy; political, legal and regulatory uncertainty; nationalization, expropriation, or confiscation of property; difficulty in obtaining information necessary for investigations into and/or litigation against such issuers, as well as in obtaining and/or enforcing judgments; limited legal remedies for shareholders or creditors; alteration or discontinuation of economic reforms; military conflicts, either internal or with other countries; inflation, currency fluctuations and fluctuations in inflation and interest rates that could have negative effects on the economy and securities markets in Greater China; and Greater China’s dependency on the economies of other Asian countries, many of which are developing countries. There is also the risk that the U.S. government or other governments could sanction Chinese issuers or otherwise prohibit U.S. persons (such as client accounts) from investing in certain Chinese issuers, which could negatively affect the liquidity and price of their securities and/or cause the government of the People’s Republic of China (“PRC”) to take retaliatory measures. Further, changes to the political and economic relationships between Taiwan, Hong Kong, and the PRC could adversely impact client account investments in Taiwan or Hong Kong.

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Securitized Products Risk. Securitized products and asset-based finance investments are investments that are collateralized by, or linked to the performance of, all or a portion of, a pool of assets including commercial mortgage loans, residential mortgage loans, syndicated bank loans, credit card receivables, auto loans, student loans, consumer loans, private fund assets or other assets. Certain securitizations are split into two or more portions, called tranches, that vary in risk and yield. The riskiest portion is the “equity” or “residual” tranche which incurs the first loss resulting from any defaults on the securitized loans or assets, although more senior tranches can also incur losses. Investors in securitized products or asset-based finance transactions rely on securitization trustees or administrative agents to ensure compliance with documentation and to take actions with respect to underlying assets. In a breach or event of default scenario, such a trustee or agent might not act in accordance with investor wishes and might refuse to take action without receiving an indemnity (which certain investors might be unable to provide). Securitized products are often not guaranteed by any governmental entity or other party and their payments are contingent on the performance of assets that are not guaranteed. In addition, global regulations limit the securitized products that are eligible for certain client accounts (for example, by prohibiting certain types of investors from acquiring or holding investments in securitized product issuers domiciled in certain countries or securitized products that do not meet certain regulatory requirements). Investing in certain securitized products entail a variety of unique risks, such as prepayment risk, credit risk, concentration risk, liquidity risk, market risk, structural risk, geographic concentration risk, regulatory/legal risk, taxation risk and interest rate risk. Additional risks of certain securitizations include, without limitation, the possibility that distributions from collateral securities will be insufficient to make interest or other payments, the possibility that the quality of the collateral decline in value or default, the adequacy of and ability to realize upon any related collateral and the capability of the servicer of the securitized assets, challenges by taxation authorities to the tax treatment of securitization transaction structures and the characterization of proceeds, and challenges by state and federal regulators to such structures and the origination and servicing practices relating to the securitized loans or assets. In addition, investing in securitized products entails a heightened risk of fraud owing to the complexity of arms-length origination and servicing relationships, the difficulty involved in performing asset level due diligence for certain types of receivables (e.g., trade finance) and securing a perfected interest in the collateral in the event of default. These risks might be further heightened in the case of consumer related securitized products, which entail increased policy risk owing to the perceived sophistication asymmetry between lenders and borrowers. In recent years, investors have experienced risk of loss as public policy makers have sought to compensate obligors from trust assets for the alleged bad acts of third parties, including servicers and originators.

Residential Mortgage Loans Risk. Investments in pools of residential mortgage loans (“RMLs”) are subject to risks of delinquency, foreclosure, and potential loss. The ability of a borrower to repay a residential mortgage loan depends on the borrower’s income, assets, and overall financial condition. Economic downturns, adverse market conditions, natural disasters, environmental events and remediation costs, acts of terrorism, government shutdowns, social unrest, and civil disturbances could impair borrowers’ abilities to repay their loans. Properties in certain areas can be more susceptible to these hazards and risks, which could adversely affect the value of mortgaged properties. Risks can be heightened if prevailing mortgage interest rates increase from current levels. Significant home price depreciation can also leave borrowers with insufficient equity in their homes to refinance their mortgages or sell their homes. Most mortgage loans, especially fixed-rate mortgage loans, decline in value when long-term interest rates rise. Declines in market value can reduce returns or result in losses. It generally is not possible to conduct a level of review that will identify all potential negative factors associated with an RML or a pool of RMLs. Mortgage loans and underlying properties in RML pools can be geographically concentrated in specific states or regions. RML pools might experience performance

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variation based on many factors, including individual borrower behavior, risk of default, prepayment risk, market conditions, interest rate movements, pool size and composition, concentrations, as well as underwriting and servicing practices and capabilities of the sellers and servicers of such pools. Accordingly, there can be no assurances concerning the validity of the assumptions used in pricing decisions and no guarantee of performance based on such assumptions being made. Originators, servicers, and other financial industry participants that have involvement with RMLs are subject to extensive regulation by federal, state and local governmental authorities. Violations, or even alleged violations, by such persons (including loan servicers that are directly or indirectly involved in the acquisition and servicing of RMLs) of laws or regulations applicable to mortgage loan origination and servicing could adversely affect any such entity’s ability to continue its performance of its obligations with respect to RMLs. Investments in RMLs are subject to certain legal and regulatory risks. The ability of a lender to exercise its rights in a default scenario are affected by federal, state and local laws with respect to foreclosures, the borrower’s right of redemption, the enforceability of assignments of rents, due-on-sale and acceleration clauses in loan instruments, as well as other creditor’s rights provided in such documents and the enforceability of personal guarantees. Additionally, bankruptcy laws can (i) delay the ability of a lender to realize on its collateral for one or more loans, (ii) adversely affect the priority thereof through doctrines such as equitable subordination, and/or (iii) result in a restructure of the debt through principles such as “cramdown” provisions. Additionally, it is possible that a trust holding RMLs, or even end investors, could be subject to liability as a lender with respect to the administration, collection, and/or foreclosure of such loans. In some instances, governmental authorities have sought to hold the owners of consumer loans liable for the actions of servicers to whom servicing responsibilities are delegated.

Settlement Risk. Settlement risk is the possibility that a trading counterparty fails to pay cash or deliver securities upon the scheduled settlement of a trade. All loan, currency, derivatives, and securities trading involves a degree of settlement risk, which can be exacerbated by adverse market conditions. The inability to dispose of a loan or security due to settlement problems could result in losses, and a delay in the settlement of a purchase could result in periods when cash is uninvested and no return is earned thereon. For example, the settlement of a bank loan purchase could be delayed due to a processing backlog at the agent bank, the bank’s “know-your-customer” process, or the need to obtain borrower consent. During the period of such settlement delay, the buyer might not be entitled to accrued interest on the loan. Certain markets, such as private markets and the market for syndicated bank loans, can be subject to lengthy periods between trade date and settlement date. Settlement risk is expected to increase as markets move to shorter settlement cycles.

High Yield Debt Securities. Fixed income securities with below investment grade ratings can be speculative and their issuers, compared to the issuers of higher rated securities, could have a weakened capacity to make principal and interest payments in adverse economic conditions or other circumstances. High yield, high risk and lower rated securities are subject to additional risk factors, such as increased possibility of default, decreased liquidity and fluctuations in value due to public perception of the issuers of such securities. In addition, both individual high yield securities and the entire high yield bond market can experience sharp price swings due to a variety of factors, including changes in economic forecasts, stock market activity, large and sustained sales by major investors or high-profile defaults.

Private Investment Risk. Private securities are securities that are sold in private placement transactions between issuers and their purchasers that are typically neither listed on an exchange nor traded in other established markets. In many cases, private securities might not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. In addition, private issuers are not subject to the same reporting and disclosure requirements as public companies. As a result of the absence of a public trading market, private securities can be less liquid and more difficult to value than publicly

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traded securities. To the extent that private securities are resold in privately negotiated transactions, the prices realized from the sales could be less than those originally paid by the client or less than their fair market value.

ETF Risk. Investing in ETFs, whether they are index-tracking or actively managed, involves specific risks. In general, ETF shares might trade at a premium or discount to their net asset value due to factors such as market volatility, lack of an active trading market, and disruptions involving market participants like authorized participants, ETF sponsors or market makers. Additionally, disruptions in the creation/redemption process can affect pricing. For index-tracking ETFs, there is a risk that the ETF’s performance does not exactly mirror the index it aims to track. This can be due to advisory and administrative expenses, transaction costs, and the management of cash flows from investors buying and redeeming shares. Such cash flows can result in cash balances that deviate from the index. Furthermore, the securities held by the ETF might differ from the index components, leading to further discrepancies. Errors in the construction, calculation, or transmission of an index can also cause significant price variations from the reference index. Investments in actively managed ETFs carry different risks primarily related to the fund manager’s investment decisions. Unlike index-tracking ETFs, actively managed ETFs do not aim to replicate a specific index's performance. Their success depends on the manager's strategy and market choices, which does not always yield favorable outcomes, resulting in returns that can significantly differ from broader market indices. These ETFs also face advisory and administrative expenses, transaction costs, market volatility, and potential disruptions at market participants, all of which can affect the trading of ETF shares at a premium or discount to net asset value. For ETFs sponsored by us or our affiliates, we will reduce, waive, or reimburse investment advisory fees charged to a client's account in amounts equivalent to those incurred by investing in these ETFs. This ensures that the client does not incur additional costs beyond those inherent to the ETFs themselves. However, investing in such ETFs can provide certain benefits to us or our affiliates, such as increased assets under management, which could attract additional investors. Furthermore, when selecting these ETFs, we generally do not canvass the full range of available investment options, instead focusing on those aligned with the client's account guidelines and objectives.

Mezzanine Investment Risks. Mezzanine investments involve a high degree of risk and there can be no assurance of any return of capital. Although mezzanine investments are typically senior to common equity, they are often contractually or structurally subordinated to significant amounts of senior debt and, in many cases, are unsecured, particularly for domestic investments. As a result, investors in our mezzanine private credit strategies can have limited remedies and can recover little or no value in the event of an issuer’s financial distress or insolvency. Mezzanine investments are frequently made in highly leveraged companies, which are more sensitive to adverse changes in revenues, expenses, interest rates, competitive conditions, and broader economic factors. Portfolio Companies might not generate sufficient cash flow to service their debt obligations, particularly where payment-in-kind interest is utilized, increasing the risk of non-payment. Because mezzanine funds typically hold a limited number of investments, poor performance or default by a small number of borrowers could materially and adversely affect overall returns. In addition, mezzanine investments may involve complex tax structures, delays in the receipt of tax information, and, where control or influence rights are exercised, potential exposure to liabilities not customarily associated with non-controlling debt investments.

Energy and Infrastructure Investment Risks. Investments in energy and infrastructure projects involve significant risks, including exposure to commodity price volatility, operational and development risks, regulatory and environmental compliance costs, and reliance on third-party operators and counterparties. Returns can be adversely affected by declines in oil, natural gas, or natural gas liquids prices; inaccurate estimates of reserves, production rates, or costs; construction delays or cost overruns; mechanical failures, accidents, or catastrophic events; and the loss of key customers, operators, contractors, or tax subsidies. Further, investments in energy and infrastructure assets are highly regulated, illiquid, and location-specific, and changes in laws, environmental standards, taxation, or public policy, particularly those favoring alternative energy sources, could materially reduce asset values or cash flows.

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Borrowers also face intense competition, environmental liabilities, uninsured losses, fines, or penalties, any of which could impair operations and result in a material loss of capital for investors.

Direct Lending Investment Risks. Direct lending investments primarily consist of senior secured loans and, in certain cases, second lien loans, which are subject to complex capital structures, collateral limitations, competing liens, structural subordination, and the risk that collateral proceeds will be insufficient in a default or insolvency. Syndicated loan arrangements can limit our ability to control amendments, waivers, restructurings, or enforcement actions, and creditor rights can be impaired by bankruptcy related risks, including fraudulent conveyance, preference, equitable subordination, lender liability, and environmental claims. Second lien loans are subordinate to senior debt and can have limited or no recovery. Direct lending investments can also be subject to prepayment and reinvestment risk, which could reduce returns and adversely affect the ability to achieve investment objectives. Short notice funding obligations and reliance on cash management and subscription credit facilities to meet funding obligations increases operational and liquidity risks. Failure to fund when required can result in defaults, loss of creditor rights, damages claims, or adverse impacts on recoveries. Also, certain direct lending investments are supported by fund level leverage, which magnifies losses, increases sensitivity to interest rates and cash flow volatility, restricts distributions, require premature asset sales or capital contributions, and could cause tax exempt investors to incur unrelated business taxable income. Differences between levered and unlevered products could create conflicts of interest in allocation, management, or exit decisions, and there is no assurance that such conflicts will be resolved in favor of any particular fund or investor.

Private Credit Secondaries Investments Risks. Private Credit Secondaries Investments are illiquid, difficult to value and can be subject to underlying issuer defaults, restructurings, or insolvencies, which carry heightened risk of loss. Private Credit Secondaries Investments and underlying borrowers can be highly leveraged, increasing sensitivity to adverse economic, market, or interest rate conditions and involve limited diligence, less favorable terms, pooled assets, and the assumption of contingent liabilities, including potential clawbacks of prior distributions. There is no established market for Private Credit Secondaries Investments, and exit opportunities can be limited or unavailable. Further, the investment process for Private Credit Secondaries Investments is subject to risks arising from incomplete due diligence, limited and potentially unreliable information, and minority ownership positions. Although we expect to conduct due diligence using publicly available information, information from affiliates and third parties, and industry relationships, it is possible that such diligence does not identify all material issues and, in some cases, is limited or impractical prior to investment. In addition, financial and operational information regarding secondaries investments can be available only from portfolio funds or their portfolio companies, with no consistent means of verification, making it difficult to assess underlying risks. Where our Private Credit Secondaries Investments consist of minority positions, we could lack control or effective investor rights and be unable to influence key decisions or prevent actions by majority investors or management that could adversely affect performance of the investment portfolio.

Private Investments and Related Structural Risks

Limited Liquidity/Inability to Exit or Terminate. Private investments are highly illiquid and intended to be held for extended periods of time. Private investments are generally not listed or traded on any exchange and can be subject to contractual and legal transfer restrictions. There could be little or no secondary market for such investments, and client accounts could be unable to sell or otherwise exit investments when desired or at favorable prices. Certain managed accounts, funds or other vehicles also restrict withdrawals or terminations, or impose economic consequences upon withdrawal or termination, which could adversely affect liquidity and returns. Valuations are inherently more subjective and rely on models, comparable transactions, and other estimates. In addition, these strategies are relationship-driven and often emphasize long-term commitments to borrowers and sponsors. Clients and fund investors should be prepared to hold private investments for extended periods, and in many cases, until maturity or realization.

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Transfer Restrictions. Interests in certain private investments or investment vehicles can be subject to legal, regulatory or contractual transfer restrictions. Such restrictions may limit or prohibit the ability to transfer or assign investment interests without the consent of the issuer, sponsor or other parties. These restrictions may further reduce liquidity and the ability to realize value from such investments.

Rated Feeder and Insurance-Focused Structures. Exposure to private investments can be offered through “rated feeder” fund vehicles that issue a combination of rated debt notes and equity interests designed primarily for insurance company investors. These structures involve additional risks, including:

Notes issued by a rated feeder fund are unsecured obligations of that vehicle and can be structurally subordinated to other obligations, such as subscription facilities, with no recourse to any other fund or affiliate. In the event of insolvency, noteholders would rank as general unsecured creditors. Rated feeders are not required to maintain financial covenants, collateral coverage, interest coverage, interest reserves, or expense accounts and can be permitted to defer interest payments in certain circumstances. Noteholders in rated feeders are not represented by a common agent and must enforce their rights individually, which can limit their ability to declare or enforce a default.

Credit ratings assigned to feeder notes can be revised, downgraded or withdrawn at any time based on changes in rating methodologies applied retroactively or performance of the underlying portfolio, potentially impairing liquidity and value.

Changes in insurance regulatory capital frameworks or statutory accounting treatment (including actions by the NAIC or similar bodies) can affect whether, and on what terms, insurance companies can hold such instruments and how much capital they must hold against them.

There can be no assurance that any credit rating will be maintained or that regulatory capital treatment will remain favorable over time.

Broken deal and transaction expense risk. Private investments often require significant due diligence and structuring analysis prior to acquisition, including legal, accounting, feasibility, marketing and technical studies. We generally require that these expenses be covered by the prospective issuer, but in the event that a transaction does not close, these “broken deal” expenses could be borne by the client and will reduce overall returns.

Trading Techniques & Portfolio Construction

Leverage Risk. Certain of our investment strategies employ various levels of leverage. The use of leverage exposes client accounts to additional levels of risk, including:

greater losses from investments than would otherwise have been the case if we had not borrowed to make the investments;

margin calls or interim margin requirements which may force premature liquidations of investment positions; and

losses on investments where the investment fails to earn a return that equals or exceeds the cost of borrowing such funds (including interest, transaction costs and other costs of borrowing).

Reverse Repurchase Agreement Risk. Reverse repurchase agreements create leverage and could magnify losses. If an account borrows money to purchase securities and those securities decline in value, then the value of the account can decline faster than if the account were not leveraged. In addition, interest costs and investment fees relating to leverage can exceed potential investment gains.

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Hedging Risk. We have engaged, and will in the future, engage in hedging transactions. To the extent we employ a hedging strategy, the success of any such hedging strategy will depend, in part, upon our ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of a hedging strategy will also be subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. If the value of an instrument moves more or less than the value of the hedged instrument, a client account will experience a gain or loss that will not be completely offset by movements in the value of the hedged instruments, which means that a position might not be fully hedged during this time. While we enter into hedging transactions to seek to reduce risk, such transactions could result in a poorer overall performance than if we had not engaged in such hedging transactions. Additionally, we might not hedge against a particular risk because we do not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge, or because we did not foresee the occurrence of the risk. Moreover, there is no guarantee that such intended hedging strategy will be successful in hedging out the subject risks. Additionally, in certain circumstances, we enter into hedging transactions in anticipation of the execution or settlement of an underlying transaction, and if such execution or settlement fails to occur or is delayed, a client account can become over-hedged and incur losses in connection with unwinding or terminating the hedging transaction.

Derivatives Risk. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. In implementing certain of our investment strategies, we use derivatives, in compliance with applicable investment guidelines and/or offering documents, as a substitute for taking a position in the underlying asset to potentially enhance returns and/or as part of a strategy designed to manage exposure to other risks and to hedge a portfolio’s investments. At times, we also use derivatives to attain leverage (please see notes on leverage risk above and also below) in an account. Derivatives investments involve specific risks that may reduce returns or increase volatility that can be different from, or greater than, the risks associated with investing directly in securities or other traditional investments. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions and have potential for unlimited loss. Derivatives risks include:

Cleared and uncleared derivatives involve counterparty credit risk, which is the risk that the counterparty (or the exchange in the case of centrally cleared derivatives) will not meet its contractual obligations to our clients. Centrally cleared derivatives that are generally guaranteed by members of the clearing organization and supported by daily margin and settlement obligations are still subject to risks related to creditworthiness of the central clearing organization and its members.

Uncleared derivatives are subject to liquidity risk. Uncleared derivatives are often highly customized to meet specific client or portfolio needs. Depending on the level of customization, a liquid secondary market might not always exist for these positions, and it may often be limited to the counterparty to the instrument.

The use of derivatives for hedging purposes involves correlation risk (as described in “Hedging Risk” above).

Derivatives also involve the risk of mispricing or improper valuation. A derivative contract’s performance could deviate substantially from the cash instruments referenced in the derivative contract.

Futures, forward contracts, swaps, options and other derivative instruments also are subject to leverage risk because they contain inherent leverage wherever they provide more market exposure than the amount paid on the initiation of the transaction. As a result, a relatively small adverse market movement cannot only result in the loss of the entire investment but can also expose a client to the possibility of a loss exceeding the original amount invested or committed.

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Derivatives also are potentially subject to currency risk, depending on the currency or currencies being used and the underlying reference asset(s).

Certain derivative transactions can terminate before their intended termination date upon occurrence of certain account or counterparty related events. Early termination can result in losses or gains for the client.

In addition, many derivative products are subject to margin risk, as initial, variation or other interim margin requirements can force premature liquidation of investment positions if there are not sufficient client assets to meet the margin requirement.

U.S. and various non-U.S. regulators have adopted and are continuing to implement regulations governing derivatives markets, including mandatory clearing of certain derivatives, margin and reporting requirements. Further amendment to these regulations and the adoption of additional requirements are likely to continue. Additional regulation of derivatives can make derivatives more costly, limit their availability or utility, increase concentration risk with exchanges that clear derivatives transactions and dealers that act as counterparties, or otherwise adversely affect their performance or disrupt markets.

Short Sale Risk. The sale of securities not owned by a client (short sales) involves certain additional risks. There is the risk that securities sold by a client account could become scarce or “special” in the financing markets. If a security becomes special, it can be very costly or even impossible to borrow in order to fulfill the delivery obligation of a short sale. A “short squeeze” could occur where an account might be compelled to purchase the shorted securities at a disadvantageous time, possibly at prices significantly in excess of the proceeds received in the earlier sale.

Model Risk. Some of our investment strategies and risk management processes utilize proprietary mathematical models. There is a risk that we select models that are not well-suited to prevailing market conditions. In addition, models that have been formulated on the basis of past market data are not necessarily predictive of future price movements. Models also have hidden biases or exposure to broad structural or sentiment shifts.

Securities Lending Risk. The primary risk of securities lending is the credit and market risk related to the re-investment of cash collateral. In addition, securities lending involves the risk that a counterparty will default on its obligation to return loaned securities, which is mitigated by the collateral posted by a counterparty.

Distressed, Restructuring and Enforcement

Distressed Investments Risk. Client accounts invested in strategies that include distressed assets or whose investments have become distressed are exposed to higher risks compared to those focused on higher credit quality assets. Distressed investments involve obligations from issuers undergoing or potentially undergoing financial reorganizations or restructurings, either outside of court or through bankruptcy proceedings. This often leads to difficulties in obtaining accurate information about the condition of these investments. At times, the market for distressed investments may suffer from low or nonexistent liquidity, causing prices to fluctuate unpredictably and with above-average volatility, complicating valuation efforts. These transactions are complex and inherently risky, with no assurance of favorable outcomes for clients or successful financing or reorganization efforts. In certain cases, we could be unable to take specific actions on behalf of client accounts, such as initiating or joining litigation or providing indemnities to bond trustees, which could help mitigate losses or allow participation in beneficial transactions. Furthermore, if clients have lent their securities through lending agents and are unable to recall them promptly, they may miss out on valuable opportunities. Ultimately, clients may face significant losses, potentially losing their entire investment in distressed assets or having to accept compensation that is less valuable than their initial investment

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Restructuring and Participation on Creditors’ Committees Risk. Although we have no obligation to do so, we, on behalf of one or more clients, sometimes participate in ad hoc committees of unsecured creditors, committees of secured creditors, committees of cross-holders or similar bodies or other groups of creditors in seeking to improve our clients’ recoveries with respect to borrowers or otherwise negotiate directly with borrowers with respect to restructuring their debt or their capital structure. There can be no assurance of obtaining results that are favorable to our clients. From time to time, we participate, on behalf of one or more clients, on official unsecured creditor committees appointed by trustees in bankruptcies, where we are deemed to have duties to other creditors of the borrower, which might thereby expose us or our clients to liability. In connection with some reorganizations or financial restructurings, it is possible that claims are made, or litigation is commenced or threatened, against the borrower, us, and/or our clients who participate in such reorganizations or restructurings. Accordingly, clients should understand that they or the assets in their accounts that are subject to restructurings can become subject to such claims and litigation in connection with restructuring transactions in their accounts. In cases where we are unable to conclude negotiations, we can, but are not obligated to, take actions against a borrower, which could include, declaring default or acceleration, commencing legal action, instituting a proceeding seeking a judgment of insolvency or bankruptcy, or any other relief under applicable laws affecting creditors rights, which actions might expose us or our clients to liability or counterclaims. In certain cases, we can decide not to participate on a committee or from time to time not be permitted or be able to do so, which could limit a client’s recovery. See also “Out of Court Restructurings and Bankruptcy Proceedings” in Item 17 below for a discussion of additional considerations including potential risks and expenses related to restructurings.

Difficulty of Bringing Suit in Non-U.S. Countries. For certain cross-border investments, judicial systems, insolvency regimes, and enforcement practices can be less predictable or efficient than in the United States, and it could be more difficult, costly, or time-consuming to bring or enforce claims or judgments.

Origination

Risks of Originated Investments. Investing in loans originated by us on behalf of certain client accounts, including funds, entails significant risks. Competition with other lenders can result in lower yields and reduced returns. The successful financing of borrowers, particularly those facing financial challenges, demands a high level of financial and legal proficiency; despite our best efforts, there is no guarantee that we will be able to accurately assess asset values or predict the likelihood of successful repayment or reorganization. Further, companies engaged in loan origination and servicing are frequently embroiled in legal disputes, ranging from individual lawsuits to class action suits involving numerous plaintiffs. Regulatory actions by state and federal authorities against industry participants are also common. Additionally, loan origination and servicing activities are subject to various regulatory regimes, including lender licensing requirements. While certain exemptions may exist, reliance on them carries the risk of regulatory disagreement, fines, activity restrictions, or other adverse actions, leading to limitations on certain actions and imposing associated costs.

Operational/Technology/Data

Operational Risk. Our operations are dependent on various systems, including those for portfolio management, trading, finance, accounting, and data processing. These systems, whether proprietary or sourced from third parties, are integral to our processes. Operational risks can arise from system and process failures, human error, or external events throughout the trading lifecycle—encompassing execution, confirmation, and settlement—as well as in other activities supporting our clients. Such risks can lead to financial losses for us or our clients, business disruptions, liabilities to clients or third parties, regulatory actions, or reputational damage. An increase in the number of clients or the volume or complexity of client transactions could elevate these risks.

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Third-party Service Provider Risk. Investors in fixed income securities rely on various third-party service providers, such as trustees, to ensure compliance with documentation and to take actions with respect to underlying assets. Clients may suffer adverse consequences from actions, errors, or failures to act by such third parties. For example, in a breach or event of default scenario, such a trustee might not act in accordance with our wishes and can refuse to act without receiving an indemnity (which certain clients might be unable to provide).

Data Source Risk. We use a variety of proprietary and non-proprietary data to evaluate securities and formulate investment advice. If a data source is incorrect or unexpectedly becomes unavailable or unreliable, client accounts can be negatively impacted. We also subscribe to external data sources for various purposes and functions, including in making investment decisions. While we believe those thirdparty data sources to be generally reliable, we do not guarantee that the data received will be accurate or complete and are not responsible for errors by those sources.

Certain Risks Related to Cybersecurity, Technology and Systems. We rely in part on digital and network technologies to conduct our businesses and to maintain substantial computerized data relating to client account activities. These technologies include those owned or managed by us, as well as those owned or managed by others, such as custodians, financial intermediaries, transfer agents, and other parties to which we or they outsource the provision of services or business operations. Like all businesses that use computerized data, we, our affiliates, our third-party service providers, and their affiliates and service providers, and the systems we use are subject to a variety of cybersecurity related risks, such as cyber-attacks involving social engineering, ransomware, or the use of artificial intelligence; vulnerabilities in software or hardware used by us and our third-parties service providers; and other risks that lead to the unauthorized disclosure of confidential, personal, proprietary, or other nonpublic information. We are also subject to business operations and technology disruptions, such as those caused by system failures, human error or misconduct, or cyber-attacks against supply chain and other third-party service providers. Various actors, such as for-profit criminal hackers, politically motivated actors, and nation-state sponsored or affiliated actors, engage in cyberattacks against the financial services sector. We could experience cybersecurity attacks from such actors and other sources. We and our affiliates have implemented and maintain an information security program designed to preserve the confidentiality, integrity, and availability of information owned by us and in our care and to address the information security practices of our third-party service providers. We take commercially reasonable measures to limit risks associated with cybersecurity incidents or similar events, and to protect data from inadvertent disclosure or wrongful misappropriation or destruction. Nevertheless, despite reasonable precautions, cybersecurity and other technology incidents can occur and might, in some circumstances, result in unauthorized access to or acquisition of sensitive information about us or our clients. In addition, such incidents could cause damage to client accounts, data or systems or affect account management. Furthermore, our systems could fail to operate properly or become disabled as a result of events or circumstances wholly or partly beyond our or others’ control. Technology failures, whether deliberate or not, including those arising from use of third-party service providers (such as the third party investment management platform we utilize) or client usage of systems to access accounts, could have a material adverse effect on our business or our clients and could result in, among other things, financial loss, reputational damage, regulatory penalties, litigation or the inability to transact business.

Artificial Intelligence (AI) Risk. Artificial intelligence technologies, including machine learning and generative artificial intelligence (collectively, “AI Technology”), their potential future applications, and the laws, regulations, and standards governing their use continue to rapidly evolve. We do not use AI Technology to make investment decisions or provide investment advice. However, we utilize AI Technology to enhance certain operational aspects of our business, such as data processing, client

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reporting, and compliance monitoring. In addition, we work with third-party service providers who utilize AI Technology. It is also likely that your accounts will be invested in companies that utilize AI Technology. While we conduct diligence on such potential investments and third-party service providers, we cannot control how they develop or maintain AI Technology. Use of AI Technology could exacerbate existing, or create new and unpredictable, risks to us and your accounts, including competitive, operational, reputational, legal, and regulatory risks. For example, disruptions in the complex software and hardware systems used by AI Technology could impair our ability to use that AI Technology, process data, generate reports, or perform operational tasks. Further, the models used by AI Technology, and/or the data sets on which those models are trained, could be flawed, function in an unexpected manner, or otherwise reduce these tools’ effectiveness. Additionally, malicious use of AI Technology could also result in harm to us, including reputational harm, enablement of fraudulent activity, generation of misinformation, and increased cybersecurity threats, such as generation of deep-fakes and enablement of long-term and persistent phishing attacks. We maintain a robust governance framework to evaluate risks associated with AI Technology. Despite these precautions, the novelty and rapid evolution of AI Technology increases the likelihood of associated risks materializing. Further, it is not possible to predict the full nature or extent of current or future risks related to the use and development of AI Technology.

Social Media and Internet-Based Information Risk. In recent years, social media platforms have become a means for instantaneous information sharing. Given the relative lack of regulation of these platforms, they can be used as vehicles for dissemination of inaccurate information. Any such information related to issuers could negatively impact the value of their securities.

Regulatory/Legal/Sanctions/Geopolitical

Risks Related to Regulation. Laws and regulations affecting our business change from time to time, and we are currently operating in an environment of significant U.S. and global regulatory reform. We cannot predict the effects, if any, of future legal and regulatory changes on our business or the services we provide.

Certain Material Non-Public Information Related Considerations. In certain instances, our ability to buy or sell or transact for one or more client accounts will be constrained as a result of our voluntary or involuntary receipt of material non-public information (“MNPI”), various insider trading laws and related legal requirements. For example, we would generally be unable to invest in, divest securities of or share investment analyses or recommendations regarding companies for which we possess MNPI, and such inability (which could last for an uncertain period of time until the information is no longer deemed material or non-public) can result in us being unable to buy, sell or transact for one or more client accounts or to take other actions that would otherwise be to the benefit of one or more clients, including advising a client that we are subject to MNPI with respect to a particular investment. In addition, in certain circumstances, we may restrict ourselves from receiving MNPI with respect to an issuer so as not to prevent our ability to trade in securities of the issuer, even if such information can be beneficial to certain other client accounts holding such issuer’s securities.

Third-party litigation risk. Investment activities on behalf of our clients may expose us and our clients to litigation by third parties, including issuers and borrowers. Except in limited circumstances, costs and liabilities arising from litigation are borne by the applicable client or fund and may adversely affect returns. From time to time our actions (or inactions) taken on behalf of our clients could expose our clients to litigation, where they could be sued or otherwise be named as defendants.

Sanctions and Related Considerations. Economic sanction laws in the United States, United Kingdom and other jurisdictions prohibit us, our personnel and accounts we manage from investing in or transacting with certain countries, companies and issuers. Economic sanctions, and other similar and

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related laws and regulations, could make it difficult for an account to pursue certain investment opportunities, adversely impact the value of investments in client accounts, cause forced sales of securities, cause increased volatility and illiquidity, impact the accuracy of valuations and prevent the receipt of interest and principal payments. In the United States, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) administers and enforces laws, executive orders and regulations establishing U.S. economic and trade sanctions, which restrict or prohibit, among other things, direct and indirect transactions (including receipt of interest and principal payments) with, and the provision of services to and the receipt of services from, certain non-U.S. countries, territories, individuals and entities. The Committee on Foreign Investment in the United States (“CFIUS”) is an interagency committee authorized to review certain transactions involving foreign investment in the United States that might raise national security concerns. Certain investments in industries impacting national security, could be subject to review by CFIUS, which could prohibit or impose restrictions on such investments that could limit or otherwise alter the nature of the investment, or prohibit or, for existing investments, require that the investment be unwound. These types of sanctions could significantly restrict or completely prohibit investment activities in certain jurisdictions, and violation of any such laws or regulations can result in significant legal and monetary penalties, as well as reputational damage. OFAC sanctions programs change frequently, which may make it more difficult for us, our affiliates or our clients to ensure compliance. Moreover, OFAC enforcement is increasing, which may increase the risk that we, our affiliates or our clients become the subject of such actual or threatened enforcement.

Geopolitical and Global Conflict Risk. Geopolitical risks arising from political instability, regulatory changes, trade disputes, tariffs and other restrictions on trade, or economic sanctions could lead to market volatility, asset devaluation, restricted access to investments, or loss of value. In addition, war, conflict, and civil disturbances around the world can have negative economic effects given the interconnectedness of financial markets across the world. These events can increase the threat of fullscale war, cyberattacks, and further regional or global conflicts. Geopolitical and global conflicts can cause significant disruptions to the global financial system and international trade; for example, they may impact supply chains and commodity prices, leading to inflation. These events can also impact the ability of accounts to source, diligence and execute investments or adversely affect the liquidity, pricing or market for such investments. Further, these events can result in sanctions against the impacted countries, which could lead to various negative consequences as explained under “Sanctions and Related Considerations.” The ultimate impact of events such as these, including their effects on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the accounts and their investments, is impossible to predict. There is no guarantee that any steps taken by us to mitigate any adverse impact of these conflicts will be successful.

Risks Related to International Trade Tensions. International trade tensions and trade disputes including tariffs, trade restrictions, economic sanctions, export controls, or retaliatory measures, or the threat or potential of one or more such events and developments, could give rise to concerns about economic and geopolitical instability. These actions have had and likely will continue to have adverse effects on global markets, including market volatility, disruptions in global trade, price declines, oversupply of manufactured goods, and the introduction of additional trade barriers and frictions. Such developments could negatively impact the financial performance of our accounts. For fixed income assets, these trade tensions could result in increased interest rate volatility, credit rating downgrades, or changes in yield spreads, all of which affect the value and liquidity of these securities.

ESG/Tax/Extraordinary events

Non-Economic ESG Restrictions Risk. Certain clients apply non-economic ESG restrictions and/or objectives in their guidelines. In these specific cases, these ESG restrictions/objectives can lead us to select or exclude securities of certain issuers for reasons other than financial risk/return considerations, which could result in lower returns than accounts whose investment criteria are solely focused on seeking the highest risk-adjusted returns. The application of this strategy might affect the account’s exposure to

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certain sectors or types of investments, which could negatively impact the account’s performance. Noneconomic ESG investing is qualitative and subjective by nature, and there is no guarantee that the criteria utilized by us or any judgment exercised by us will reflect the beliefs or values of any particular client, and our proprietary internal assessment of a particular investment’s sustainability performance could differ from the view of others. Further, while all of our analysts receive internal guidance, because of the subjective nature of ESG, there can be different views among analysts when it comes to their assessment of ESG considerations for particular issuers. In evaluating an issuer or in assigning an internal assessment such as Impact Ratings to an investment, we are sometimes dependent upon information and data obtained through third-party reporting that can be incomplete, inaccurate or unavailable, which could impact or impair our ability to assess an issuer’s business practices with respect to ESG practices. Additionally, a client could disagree with the classification of an issuer by our data provider. Socially responsible norms differ by asset class, region, industry and issue, and an issuer’s ESG practices or our assessment of an issuer’s ESG practices will change over time. Accordingly, it is possible that we would have assigned a different sustainability-related rating/assessment to an issuer had we had access to additional or more accurate information. If the addition of a new screen or an update to the existing list of ineligible or prohibited investments from a third-party agent or a change to an internal sustainabilityrelated rating/assessment (in each case where applicable to a client account) causes an investment held by a client account to not comply with the ESG constraints or considerations applicable to the client account, we could be required to sell the investment at a disadvantageous price or time, causing the client account to incur losses that would not otherwise be realized in the absence of such ESG constraints or considerations. The screens or constraints related to certain ESG strategies could result in an account forgoing an opportunity to make certain investments when it might otherwise be advantageous to do so. An account that invests in indices might also have exposure to investments that would be restricted under the applicable ESG constraints if held directly due to the composition of the index. Our proprietary internal Impact Ratings and similar tools are not investment risk or return ratings and are differentiated from our proprietary credit ratings, which focus on seeking to achieve the highest riskadjusted returns for our clients. Successful application of an account’s ESG strategy will depend on our skill in identifying and analyzing material ESG issues and there can be no assurance that the strategy or techniques employed will be successful. Additionally, the global regulatory environment applicable to ESG strategies is evolving and will likely lead to increased complexity impacting us and some of the accounts (including funds) we manage. Further, certain ESG-related regulations (including the European Union’s Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector), contain elements of subjectivity, which could lead to our regulatory and legal interpretation differing from that of others and could also result in the regulatory reclassification of products that we manage, changes to our account-level disclosures and changes to our internal policies, procedures and processes. Compliance with ESG-related regulations could lead to increased costs for relevant accounts.

Sustainability Risk. Sustainability risk means an environmental, social, or governance event or condition, that, if it occurs, could potentially or actually cause a negative material impact on the value of investments. Sustainability risk can represent a risk on its own, and can contribute significantly to other risks, such as market risks, liquidity risks or operational risks. Sustainability risks could have a negative impact on the market price of securities, and thus on the return of a fund or account. For example, climate change could lead to increasing intensity and instances of severe weather, leaving issuers vulnerable to financial hardships such as work stoppages, decreases in revenues and increased insurance premiums (or, if the issuer is an insurer, increased claims). Consequently, issuers’ abilities to repay debt, and the value of equity securities, could be negatively impacted. Further, if issuers underestimate or fail to adequately assess sustainability risks, negative impacts of sustainability-related events on their securities would be heightened. In addition, reputational risks caused by unsustainable acts of an issuer could adversely affect the market price of its securities.

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Tax Risk. Dividends, interest and other amounts payable (including, without limitation, principal amounts) with respect to financial instruments and other funds held by a client can be subject to taxes, including withholding taxes and unrelated business income tax (for U.S. tax exempt investors). Certain investment strategies and types of investments (such as bank loans and asset-based finance transactions) involve risk to non-U.S. collective investment vehicles (including CLOs) and other non-U.S. investors if such vehicles or investors are deemed to be engaged in a U.S. trade or business based on investment activity, or if returns from such investment are deemed to be effectively connected income (ECI). The effect of taxation will reduce the return on the relevant financial instrument. Where tax is withheld, clients can be able to recover the amount withheld or otherwise offset part or all of the amount withheld against the client’s tax liability. However, there can be no assurance that any such recovery will be successful. The location of a client’s custodian (or its nominee) can also impact the tax treatment and (where applicable) the process for recovery of tax withheld. Additionally, we could be unable to make certain investments or take certain actions with respect to investments held in certain funds and accounts due to tax-related limitations. Tax laws and regulations, and their interpretation and application, can change from time to time, including with retroactive effect. As a result of such changes, clients might incur unanticipated tax liabilities and/or might lose tax benefits previously attaching to particular financial instruments. As a result, the actual investment return can differ (potentially, significantly) from the expected return. Unless otherwise agreed in writing, we are not responsible for providing tax advice and are not responsible for and provide no guarantee or assurance with respect to the tax treatment or tax implications to a particular client of any financial instrument.

Public Health Risk. Occurrences of epidemics and pandemics, depending on their scale, could cause different degrees of damage to national and local economies. Global economic conditions could be disrupted by widespread outbreaks of infectious or contagious diseases, and such disruption could adversely affect investment returns, despite advances in vaccinations and treatments. There can be no certainty as to how long effects of such outbreaks will continue, particularly as markets grapple with unintended consequences of fiscal and monetary policies designed to curb any economic impact (such as inflation). These economic disruptions may negatively impact the value and performance of investments in client accounts, and there is no way to predict the extent of any such future consequences for clients.

Extraordinary Events. Extraordinary events such as natural disasters, epidemics and pandemics, power outages, terrorism, war, geopolitical disputes, conflicts and social and political unrest, or the threat or potential of one or more such events, can have significant impacts on issuers, industries, governments and other systems, including the financial markets or the liquidity, pricing or the markets for relevant investments. As global systems, economies and financial markets are becoming increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. These impacts can be exacerbated by failures of governments and societies to appropriately respond to, and by public fear of, such an event or threat. For example, any preventative or protective actions taken by governments in response to such crises or events can result in periods of regional, national or international business disruption. Clients can be negatively impacted if there are fewer investment opportunities, if there is reduced credit available to borrowers, if markets are more difficult to model reducing the accuracy of projections or valuations, if the value of client account portfolio holdings decreases as a result of such events, if these events adversely impact our operations or the operations of key service providers, or if these events disrupt systems and processes necessary or beneficial to the management of accounts.

Primary Risks Related to Business, Competitive Environment, and Financial Institutions

Competitive Environment Risk. The activity of identifying and completing attractive investments is highly competitive and involves a high degree of uncertainty. We cannot provide any assurance that we

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will be able to locate, consummate and exit investments that will be profitable or that we will be able to invest fully the capital we manage for clients.

Financial Institution Risk. Client accounts can be exposed to the risk that banks, brokers, counterparties, clearinghouses, exchanges, lenders, custodians or other financial institutions fail to timely perform or otherwise default on their obligations or experience insolvency, closure, receivership or other financial distress. Such events can limit access to deposits, financing or operational services and could adversely impact account management and performance.

Risks Related to Conflicts of Interest Like other investment advisers, we are subject to various conflicts of interest in the ordinary course of our business. We strive to identify potential risks, including conflicts of interest, that are inherent in our business, and we conduct annual conflict of interest reviews. However, it is not possible to identify every potential conflict that can arise. When actual or potential conflicts of interest are identified, we seek to address such conflicts through one or more of the following methods:

elimination of the conflict;

disclosure of the conflict; or

management of the conflict through the adoption of appropriate policies, procedures or other mitigants.

Various conflicts of interest are discussed throughout this document. Please review this information carefully and contact us if you have any questions. We follow Prudential Financial’s policies on business ethics, personal securities trading, and information barriers. We have adopted a code of ethics (please also see Item 11), allocation policies and conflicts of interest policies, among others, and have adopted supervisory procedures to monitor compliance with our policies. We cannot guarantee, however, that our policies and procedures will detect and prevent, or result in the disclosure of, each and every situation in which a conflict arises or could potentially arise.

Our Commodity and Derivatives Trading Activities PGIM, Inc. is registered with the NFA as a commodity trading advisor and a commodity pool operator, and certain of our management persons are our associated persons when we act in those capacities. Notwithstanding such registration, PGIM, Inc. relies on exemptions from registration as a commodity pool operator with respect to certain accounts and pools. In addition, it relies on an exemption for relief from certain reporting and recordkeeping requirements applicable to commodity trading advisors.

Our Relationships with Affiliates As an indirect wholly-owned subsidiary of Prudential Financial, PGIM, Inc. and PGIM, Limited are part of a diversified, global financial services organization. We are affiliated with many types of U.S. and non-U.S. financial service providers, including insurance companies, broker-dealers, commodity trading advisors, commodity pool operators and other investment advisers. In addition, certain PGIM employees are officers of and/or provide services to some of these affiliates.

PGIM Credit – Other Financial Industry Activities and Affiliations Relationships with Affiliated Broker-Dealers PIMS, an affiliated SEC-registered broker-dealer, provides marketing support in connection with the offer and sale of securities of certain commingled vehicles that we advise or sub-advise. In addition, PIMS provides syndication and related placement services in connection with certain transactions involving investments managed by PGIM Credit, for which PIMS earns fees. As noted above, some of our management persons and other employees are registered representatives of PIMS. We do not use PIMS as a broker for securities trading activity on behalf of our clients.

Relationships with Affiliated Investment Vehicles

Insurance Company Separate Accounts. We provide advisory services to the separate accounts of certain of our insurance company affiliates.

Open and Closed-End Funds/UCITS. PGIM, Inc. serves as sub-adviser and provides certain ancillary services to certain mutual funds, ETFs, closed-end funds, and interval funds (“U.S. Registered Funds”) managed or co-managed by our affiliate PGIM Investments LLC (“PGIM Investments”), along with AST Investment Services, Inc. (“AST Investments”) in certain circumstances. In addition, PGIM Limited also serves as sub-adviser to certain U.S. Registered Funds managed or co-managed by our affiliate PGIM Investments. These include certain funds in the PGIM Investments family of funds, the Prudential Series Fund and the Advanced Series Trust. We also manage sub-funds of PGIM Funds plc (“PF”), an Irish domiciled investment company authorized as an Undertaking for Collective Investment in Transferable Securities (“UCITS”). Certain employees of PGIM, Inc. or an affiliate of PGIM, Inc. are directors of PF. In addition, one or more of our affiliates has invested in certain of the sub-funds and may do so in the future.

Collective and Commingled Trust Funds. Our affiliate Prudential Trust Company (“Pru Trust”), a trust company organized under the Pennsylvania Banking Code, is the trustee of several collective and common trust structures, as well as certain other trust assets. We provide investment advice and certain ancillary services to Pru Trust with respect to funds established within these trust structures and other trust accounts. Certain PGIM Credit and PGIM personnel are officers or directors of Pru Trust.

Some of the insurance company separate accounts, collective trusts, and U.S. Registered Funds described above are investment options under Prudential Financial’s 401(k) plan. In addition, employees that are eligible to participate in Prudential Financial’s deferred compensation plan can choose to have all or a portion of their 48 PGIM Credit and SCG (FORM ADV PART 2A)

deferred amounts generate a return equal to the return of certain of the separate accounts, collective trusts or mutual funds described above.

Private Funds We manage a range of long/short funds and other private funds, including the following:

Stand-alone Delaware funds and other non-Master-Feeder Delaware Funds. We manage multiple stand-alone funds domiciled in Delaware, in addition to a Delaware fund that invests all of its assets in a special purpose vehicle. At least one of our affiliates has invested in each of these fund structures.

Master-Feeder Funds. We manage multiple master-feeder fund structures. These include dual master fund structures where related feeder funds invest directly (or indirectly through a blocker structure for U.S. tax purposes) in one or more master funds. Master-feeder structures also include structures where each of the master fund and Cayman feeder fund is structured as a segregated portfolio company. Several of these structures have master funds that are domiciled in the Cayman Islands or Ireland, and both U.S. and non-U.S. feeder funds invest, directly or indirectly, all or a substantial portion of their assets in their respective master fund. Certain of the directors of the funds that are organized as corporations are employees of PGIM, Inc. Subsidiaries of PGIM, Inc. serve as the general partner or managing member of the funds that are organized as limited partnerships or limited liability companies. In addition, at least one of our affiliates has invested in these fund structures.

Irish Qualifying Investor Alternative Investment Funds. We manage sub-funds for several Qualifying Investor Alternative Investment Funds (“QIAIFs”), including Irish collective assetmanagement vehicles (“ICAVs”). PGIM Netherlands and PGIM Private Capital (Ireland) Limited serve as the alternative investment fund managers for certain of our QIAIFs. Several directors of such QIAIFs are employees of PGIM, Inc. or its affiliated entities. Furthermore, affiliates have invested in certain subfunds of such QIAIFs and may continue to do so in the future.

Cayman Unit Trusts. We manage sub-trusts of Cayman unit trusts, each an open-ended umbrella unit trust organized in the Cayman Islands.

Other Affiliated Non-U.S. Funds. We act as investment sub-adviser to certain funds domiciled in Japan that are sponsored by our affiliate PGIM Japan Co., Ltd. (“PGIM Japan”).

CLOs. We and/or certain of our affiliates hold equity and/or debt interests in certain CLOs for which we serve as collateral manager. These CLOs may be considered affiliates of ours due to these investments. In addition, we and/or one or more of our affiliates may temporarily finance or otherwise take an economic interest (through equity and/or debt) in all or a portion of the assets purchased for CLO vehicles. These assets may change in value from the time of purchase to the time such financing or other interest is terminated. Any increase or decrease in the value of the assets may impact the value of the CLO notes.

Relationships with Affiliated Investment Advisers

General. In addition to PGIM Investments, other affiliated investment advisers of PGIM, Inc. provide, from time to time, investment advisory or sub-advisory services with respect to certain accounts and investment vehicles managed by us, and we likewise provide advisory or sub-advisory services to certain accounts and vehicles managed by such affiliates. We also maintain service agreements with certain affiliates pursuant to which we perform services for them, or they perform services for us.

We maintain the following arrangements that are material to our business:

PGIM Japan. Certain investment professionals and other personnel who provide investment-related, client advisory, sales, compliance, and operational services to PGIM Credit do so

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through PGIM Japan, an affiliate located in Tokyo, Japan. PGIM Japan is registered as a discretionary investment manager and an investment adviser with, and authorized by, the Japan Financial Services Agency (the “Japan FSA”). PGIM Japan is also registered as a “Type II Financial Instruments Business Operator” with the Japan FSA, which permits it to sell Japanese investment trusts managed by PGIM Japan directly to investors and to act as a placement agent for funds structured as limited partnerships to Japanese prospective investors.

PGIM Singapore. Members of our emerging markets credit investment team provide services to PGIM Credit through PGIM (Singapore) Pte. Ltd. (“PGIM Singapore”), an affiliate located in Singapore. PGIM Singapore holds a capital markets services license for fund management from the Monetary Authority of Singapore and is an exempt financial adviser.

PGIM Netherlands. Certain compliance, risk management, client advisory, sales, and operational risk services are provided to PGIM Credit through PGIM Netherlands, an affiliate located in Amsterdam, the Netherlands. PGIM Netherlands has been authorized and licensed by the Dutch Authority for the Financial Markets since August 12, 2019, as an alternative investment fund manager with the ability to provide “MiFID top-up services,” including investment advice and portfolio management. Certain sales, client advisory, and operations risk activities may be conducted through PGIM Netherlands.

Private Investments. The private credit team sources investments for our clients and other clients managed by our affiliates, including:

PGIM Private Placement Investors, L.P.: An affiliated registered investment adviser focused on sourcing and managing private placement investments for institutional clients.

PGIM Private Capital Limited: Our UK-based affiliate, authorized and regulated by the Financial Conduct Authority, which manages private investments for a diverse client base across multiple geographies, leveraging local market expertise.

PGIM Private Capital (Ireland) Limited (PPCI): Our Ireland-based affiliate, authorized and regulated by the Central Bank of Ireland, which manages Private Investments throughout Europe and other regions for institutional clients, managed accounts and certain funds managed by PGIM Credit or another affiliate.

Deerpath Capital Management, LP: A U.S.-based affiliated registered investment adviser, the majority stake of which was acquired by our affiliate in 2023, specializing in direct lending to lower middle market companies.

Fee Sharing Arrangements. As part of a large investment management organization, we sometimes enter into fee sharing arrangements pursuant to which we share fees with our affiliates. Notwithstanding this arrangement, the internal fee sharing arrangement does not result in additional fees or expenses to our client.

Participating Affiliate Arrangements. Within the guidance set forth under applicable law, relevant noaction letters and related SEC staff guidance, SEC-registered investment advisers are permitted to access, under prescribed conditions, the services of unregistered affiliates (“participating affiliates”). The prescribed conditions include that the participating affiliate provide the SEC access to trading and other records, observe specific recordkeeping rules, submit to the jurisdiction of U.S. courts and cooperate with the SEC as it relates to relevant accounts. PGIM Netherlands is a participating affiliate of PGIM, Inc. and PGIM Limited, and it and certain of its personnel are subject to the supervision of PGIM, Inc. and PGIM Limited with respect to the services that PGIM Netherlands provides to PGIM, Inc. and PGIM Limited as a participating affiliate. PPCI is also a participating affiliate of PGIM, Inc., and it and certain of its personnel are subject to the supervision of PGIM, Inc. with respect to the services that PPCI

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provides to PGIM, Inc. as a participating affiliate. PGIM Japan is a participating affiliate of PGIM, Inc., and it and certain of its personnel are subject to the supervision of PGIM, Inc. with respect to the services that PGIM Japan provides to PGIM, Inc. as a participating affiliate. Please also see “PGIM LOM” below.

PGIM LOM. PGIM Loan Originator Manager Limited (“PGIM LOM”) is an affiliate based in the United Kingdom. PGIM LOM and PGIM Limited act as co-managers of European CLOs, with PGIM LOM acting as an “originator-manager” and providing advice with respect to loans only. Certain PGIM Credit personnel serve as portfolio managers for both PGIM LOM and PGIM Limited. PGIM Limited also provides certain other services to PGIM LOM. PGIM LOM is not required to be authorized and regulated by the FCA. PGIM LOM is a participating affiliate of PGIM Limited, and it and certain of its personnel are subject to the supervision of PGIM Limited with respect to the services that PGIM LOM provides to PGIM Limited as a participating affiliate.

Relationships with Affiliated Insurance Companies We provide advisory services with respect to the general accounts of some of our affiliated insurance companies, including PICA (and certain of its subsidiaries) in the U.S.; and Gibraltar Life Insurance Co., Ltd. (and certain of its affiliates) in Japan. We also provide advisory services with respect to the insurance company separate accounts described above. Assets of the general accounts of affiliated insurance companies constitute a material portion of our assets under management. Because of the substantial size of the general accounts of our affiliated insurance companies, trading by these general accounts, including our trades on behalf of the accounts, may affect the market prices or limit the availability of the securities or instruments transacted. Although we do not expect that the general accounts of affiliated insurers will execute transactions that will move a market frequently, and generally only in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients.

Relationships with Affiliated Real Estate and Mortgage Finance Our affiliate, PGIM Real Estate Finance, LLC (“PGIM REF”), is a national full-service commercial and multifamily mortgage finance business. PGIM REF originates loans and provides advisory services related to agricultural and other debt and equity real property investments to investors, including Prudential Financial affiliates, certain third-party investors, and various government and government-sponsored enterprise programs. A subsidiary of PGIM REF also provides mortgage loan servicing. PGIM Credit offers limited advisory services to portfolios managed by PGIM REF and PGIM Real Estate affiliates.

Recommendation of Investment Advisers As noted above, certain affiliated investment advisors provide advisory services with respect to certain accounts and investment vehicles managed by us. PGIM Credit does not currently select other unaffiliated investment advisers for our clients.

Conflicts Related to Affiliations

Conflicts Related to Investment of Client Assets in Affiliated Funds. We invest client assets in funds and other products that we or our affiliates manage or sub-advise, which, if applicable, include CLOs or similar vehicles. In these situations, we could be considered to have a financial incentive to favor affiliated funds or products over those managed by unaffiliated parties. Investments in such affiliated vehicles can benefit us and/or our affiliates by increasing assets under management and fees we or our affiliates receive. Additionally, we or our affiliates, in certain instances, have authority to take actions on behalf of client accounts that could result in additional fees being paid to us or our affiliates. For example, actions taken with respect to CLOs—including decisions regarding restructuring or resetting such vehicles— create circumstances where fees are earned for an extended period. In some cases, clients hold significant interests in these vehicles, which could provide us or our affiliates with the ability to influence decisions

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that could result in additional fees. While we offset, rebate, or otherwise reduce our fees for investments in affiliated funds or products, these measures do not always eliminate the conflict, as we still have incentives to favor affiliated options. Further, if our affiliates provide initial funding to or otherwise invest in affiliated funds, we could have an incentive to allocate client assets to such funds to facilitate the redemption of our affiliates’ interests. From time to time, we also invest cash collateral from securities lending in some affiliated vehicles.

Conflicts Related to Referral Fees to Affiliates. From time to time, we have arrangements where we compensate affiliated parties for client referrals. We also have arrangements with an affiliated entity or person which provide for payments to our affiliate if certain investments by others are made in certain of our products or if we establish certain other advisory relationships. These investments benefit both us and our affiliates through increasing assets under management and fees.

Conflicts Related to Co-investment by Affiliates. Our affiliates provide initial funding to or otherwise invest in certain vehicles managed by us. When certain of our affiliates provide “seed capital” or other capital for a fund, they generally do so with the intention of redeeming all or part of their interest at a future point in time or when they deem that sufficient additional capital has been invested in that fund.

The timing of a redemption by an affiliate could benefit the affiliate. For example, the fund could be more liquid at the time of the affiliate’s redemption than it is at times when other investors wish to withdraw all or part of their interests.

In addition, a consequence of any withdrawal of a significant amount, including by our affiliate, is that investors remaining in the fund will bear a proportionately higher share of fund expenses following the redemption.

We could also face a conflict if the interests of an affiliated investor in a fund we manage diverge from those of the fund or other investors. For example, our affiliates, from time to time, hedge some or all of the risks associated with their investments in certain funds we manage. In certain instances, we provide assistance in connection with this hedging activity.

Conflicts Related to Our Financial Interests and the Financial Interests of Our Affiliates We, Prudential Financial, PICA and other affiliates of ours at times have financial interests in, or relationships with, companies whose securities or related instruments we hold, purchase or sell in our client accounts. Certain of these interests and relationships are material to us or to the Prudential Financial enterprise. At any time, these interests and relationships could be inconsistent or in conflict with positions held or actions taken by us on behalf of our client accounts. For example:

We invest in the securities of one or more clients for the accounts of other clients.

Our affiliates sell various products and/or services to certain companies whose securities we purchase and sell for our clients.

We invest in the debt securities of companies whose equity is held by affiliates.

Our affiliates hold public and private debt and equity securities of a large number of issuers. We invest in some of the same issuers for our client accounts. For example:

Affiliated accounts have held and can in the future hold the senior debt of an issuer whose subordinated debt is held by our clients or hold secured debt of an issuer whose public unsecured debt is held in client accounts. (See Item 6 above for additional information regarding conflicts of interest resulting from investment at different levels of an issuer’s capital structure.)

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To the extent permitted by applicable law, we can also invest client assets in offerings of securities the proceeds of which are used to repay debt obligations held in affiliated accounts or other client accounts. Our interest in having the debt repaid creates a conflict of interest. We have adopted a refinancing policy to address this conflict.

Certain of our affiliates’ directors or officers are directors or officers of issuers in which we invest from time to time. These issuers could also be service providers to us or our affiliates.

In addition, some of our affiliates originate and/or service commercial mortgage loans that are sold to certain issuers of agency and private-label commercial mortgage-backed securities (“CMBS”) and serve as security for CMBS issued by them. The proceeds of CMBS offerings by such issuers may be used to pay the purchase price for commercial mortgage loans sold to such issuers by our affiliates. Purchases of CMBS for our clients can be viewed as supporting the business of the sponsors of the CMBS who acquire mortgages from our affiliates. In addition, the commercial mortgage loans sold by our affiliates are typically sold on a servicing retained basis, which means one of our affiliates (an “affiliated servicer”) could provide certain services with respect to the mortgage loans for compensation. As a result, these commercial mortgage loans will typically be serviced by our affiliated servicer for the life of the CMBS deal or until the deal or the specific commercial mortgage matures or is terminated. In the event that a dispute arises with respect to an affiliate’s origination or servicing of a commercial mortgage loan in a CMBS trust, the affiliate’s positions and efforts can be contrary to the interests of holders of the CMBS. Unless prohibited by applicable law, we can invest assets of clients in CMBS secured by commercial mortgage loans originated and/or serviced by our affiliates.

In general, conflicts related to the financial interests described above are addressed by the fact that we make investment decisions for each client independently considering the best economic interests of such client under the circumstances.

Conflicts Arising Out of Legal and Regulatory Restrictions

At times, we are restricted by law, regulation, executive order, contract or other constraints as to how much, if any, of a particular security we can purchase or sell on behalf of a client, and as to the timing of such purchase or sale. Sometimes these restrictions apply as a result of our relationship with Prudential Financial and our other affiliates. For example, we do not purchase securities issued by Prudential Financial for client accounts.

In certain instances, our ability to buy or sell or transact for one or more client accounts will be constrained as a result of our voluntary or involuntary receipt of MNPI (please also see Item 11), various insider trading laws and related legal requirements. For example, we would generally be unable to invest in, divest securities of or share investment analyses regarding companies or other securities issuers for which we possess MNPI, and such inability (which could last for an uncertain period of time until the information is no longer deemed material or non-public) can result in us being unable to buy, sell or transact for one or more client accounts or to take other actions that would otherwise be to the benefit of one or more clients.

We face conflicts of interest in determining whether to accept MNPI. For example, we have sought with respect to the management of investments in certain loans for clients to retain the ability to purchase and sell other securities in the borrower’s capital structure by remaining “public” on the loan. In such cases, we will seek to avoid receiving MNPI about the borrowers to which an account can or expects to lend or has lent (through assignments, participations or otherwise), which could place an account at an information disadvantage relative to other accounts and lenders. Conversely, we have chosen to receive MNPI about certain borrowers/issuers for our clients that invest in bank loans, securities, or private debt instruments, which has restricted our ability to trade in other securities of the borrowers/issuers for our clients that invest in corporate bonds or other public securities. In addition, as a result of our integrated business structure and our work with affiliated entities, including interactions among investment groups

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within PGIM Credit, we might from time to time become exposed to MNPI in connection with advisory or related activities conducted for or alongside affiliates. (See Item 11 for additional information on the receipt of MNPI.)

Our holdings of a security on behalf of our clients are required, under certain regulations, to be aggregated with the holdings of that security by other Prudential Financial affiliates. These holdings could, on an aggregate basis, exceed certain reporting or ownership thresholds. These aggregated holdings are centrally tracked, and we or Prudential Financial can choose to restrict purchases, sell existing positions, or otherwise restrict, forgo, or limit the exercise of rights to avoid crossing such thresholds because of the potential consequences to us or Prudential Financial if such thresholds are exceeded. In some cases, these restrictions or sales could have an adverse impact on client account performance or our ability to exercise certain rights typically associated with an investment.

Legal and regulatory constraints could limit certain client accounts from participating in specific investment transactions with others. Consequently, we might allocate these opportunities in a manner that excludes some accounts, even if they could benefit.

We advise a range of clients, including closed-end management investment companies registered under the Investment Company Act of 1940 or regulated as business development companies (“PGIM Regulated Funds”). When we identify an investment opportunity that aligns with the objectives of multiple clients—including PGIM Regulated Funds and other PGIM Credit clients—we may seek to have these clients invest together. However, the Investment Company Act and related SEC rules place strict limitations on “joint transactions”—that is, situations where two or more affiliated entities invest together and negotiate terms beyond price—which are generally prohibited unless the SEC grants an exemptive order. We have obtained such an exemptive order from the SEC (the “Co-Investment Order”). This order allows us to coordinate co-investments among certain PGIM Regulated Funds and other clients under specific conditions. Despite this exemption, regulatory requirements can still limit our flexibility. For example, we cannot always allocate investments in different parts of a company’s capital structure among all interested clients, and certain clients may be excluded from specific investments. Compliance with the Co-Investment Order can also reduce individual allocations or delay investment execution. We have established policies and controls to address these regulatory requirements, but we cannot eliminate all limitations or conflicts. The Co-Investment Order does not guarantee that every client will be able to participate in each opportunity or that investments will always be successful. In practice, allocating opportunities among a broader group of clients may reduce individual allocations and slow the investment process.

Conflicts Related to Investment Consultants Many of our clients and prospective clients retain investment consultants (including discretionary investment managers and OCIO providers) to advise them on the selection and review of investment managers (including with respect to the selection of investment funds). We have dealings with these investment consultants in their roles as discretionary managers or non-discretionary advisers to their clients. We also have independent business relationships with investment consultants. We provide investment consultants with information about accounts that we manage for their clients (and similarly, we provide information about funds in which such clients are invested), in each case pursuant to authorization from the clients. We also provide information regarding our investment strategies to investment consultants, who use that information in connection with searches that they conduct for their clients. We often respond to requests for proposals in connection with those searches. Other interactions we have with investment consultants include the following:

we provide advisory services to the proprietary accounts of investment consultants and/or their affiliates, and advisory services to funds offered by investment consultants and/or their affiliates;

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we invite investment consultants to events or other entertainment hosted by us;

we purchase software applications, market data, access to databases, technology services and other products or services from certain investment consultants; and

we sometimes pay for the opportunity to participate in conferences organized by investment consultants.

We will provide you with information about our relationship with your investment consultant upon request. In general, we rely on the investment consultant to make the appropriate disclosure to its clients of any conflict that the investment consultant believes to exist due to its business relationships with us. Please note that your relationship with an investment consultant could result in restrictions in the eligible securities or trading counterparties for your account. For example, accounts of certain clients (including clients that are subject to ERISA) can be restricted from investing in securities issued by the client’s consultant or its affiliates and from trading with, or participating in transactions involving, counterparties that are affiliated with the investment consultant. In some cases, these restrictions could have a material impact on account performance.

Conflicts Related to Service Providers We retain third party advisors and other service providers to provide various services for our firm as well as for funds that we manage or sub-advise. Some service providers provide services to PGIM Credit or one of our funds while also providing services to other PGIM, Inc. or PGIM Limited units, other PGIM, Inc. or PGIM Limited advised funds, or affiliates of PGIM, Inc. or PGIM Limited, and negotiate rates in the context of the overall relationship. We can benefit from negotiated fee rates offered to our funds and vice versa. There is no assurance, however, that we will be able to obtain or maintain advantageous fee rates from a given service provider negotiated by our affiliates based on their relationship with the service provider, or that we will know of such negotiated fee rates.

Conflicts Arising Out of Employee Affiliations and Directorships We could limit or restrict trading of an issuer in client accounts where the portfolio manager is related to a person who is senior management or a director of a public company. In addition, from time to time, our employees, directors, or officers might serve as directors or hold observer or similar governance rights with respect to certain companies in which our clients invest. In such circumstances, legal, regulatory, or fiduciary considerations—including the receipt of material non‑public information—could restrict our ability to trade the securities of those issuers for client accounts. These restrictions could result in client accounts being excluded from certain investment opportunities and could have an adverse effect on client performance.

Conflicts Arising Out of Affiliations of Our Affiliates Certain of our affiliates (as well as directors or officers of our affiliates) are officers or directors of issuers in which we invest from time to time. These issuers might also be service providers to us or our affiliates. We monitor such actual and potential conflicts.

Conflicts Arising from Placement Adviser and Related Activities We compete directly with agents/intermediaries to obtain direct investment opportunities from issuers. Occasionally, the desired amount of capital an issuer proposes to raise exceeds the amount we can provide alone. In those situations, we have found it advantageous to partner with other institutional investors in order to gain direct access to deal flow and will utilize an affiliated broker-dealer to act as placement adviser to an issuer or to us, to arrange a loan or assist in structuring an investment. In such circumstances, the affiliated broker-dealer charges a fee to compensate it for its time and effort when acting in such capacity. As noted in Item 5 (“Fee Offsets and Allocation of Deal-Related Fees”), receiving a fee from an issuer that we or such

55 PGIM Credit and SCG (FORM ADV PART 2A)

affiliate does not pass on to the investors participating in the financing creates a conflict with our investors. We mitigate that conflict by (a) limiting the affiliated broker-dealer’s role to placement-adviser and related arranging or structuring activities and (b) obtaining the agreement of impacted investors that we or such affiliate can receive and keep disproportionate fees (that is, a fee paid to us or such affiliate above and beyond any fee received by other investors participating in the same transaction whose investments are not managed by us) and other fees agreed with a client.

SCG – Other Financial Industry Activities and Affiliations Use of Affiliated and Unaffiliated Investment Advisers SCG allocates client assets to investment strategies managed by other investment groups within PGIM, Inc., its affiliates, or, in certain circumstances, unaffiliated third-party investment advisers. When SCG allocates client assets to strategies managed by PGIM, Inc. investment groups or unaffiliated advisers, those advisers will apply their own allocation and trade-allocation policies when distributing investment opportunities among their advisory clients.

Insurance Company and Reinsurance-Related Affiliations SCG provides advisory services in connection with the assets of affiliated insurance companies, including assets related to reinsurance transactions. Assets of affiliated insurance companies constitute a material portion of the assets advised by SCG. The size and activity of affiliated insurance company accounts can affect market prices or the availability of certain investments, which could impact other client accounts. In some cases, SCG personnel have roles in connection with establishing or maintaining these reinsurance arrangements, which create actual or perceived conflicts of interest, and are addressed through policies and procedures designed to promote fair and equitable treatment of clients and adherence to negotiated terms.

Reinsurance Relationships As noted above in Item 8, SCG’s clients include affiliated accounts. These accounts could include reinsurance asset portfolios associated with reinsurance transactions in which an affiliated insurance company acts as the Cedent. We could also directly manage assets for a reinsurer that are held outside of a dedicated reinsurance asset portfolio. When a reinsurer enters into an investment management agreement with us for assets related to a reinsurance transaction, we treat the reinsurer as an advisory client. In situations where a reinsurance transaction involves both an affiliated insurance company and a reinsurance entity, we assist and represent both the Reinsurer and the Cedent. We help both parties negotiate the composition of the reinsurance asset portfolio and establish the investment guidelines that will govern the portfolio over the life of the reinsurance transaction. While we strive to manage reinsurance asset portfolios in accordance with the agreed-upon investment guidelines, we also consider the economic substance, nature, and intent of the reinsurance relationship. In doing so, we prioritize the interests of the Reinsurer as the holder of the economic risk. In some cases, our affiliates could have significant economic interest in a reinsurer.

Conflicts Related to Affiliations When SCG recommends or allocates assets to PGIM or other affiliated managers, we and our affiliates can benefit because those allocations increase assets under management and the fees and revenue our affiliates earn. When SCG selects unaffiliated managers, non-investment factors, such as commercial, strategic, or relationship considerations, could also influence the selection, in addition to investment considerations. We also could delegate investment management to affiliated managers and rely on affiliated entities for certain information used in reinsurance transaction and similar structures. Because we and our affiliates may benefit from these arrangements, they can create actual or perceived conflicts of interest.

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We address these conflicts through policies and procedures designed to promote fair and equitable treatment of clients and compliance with applicable law. In reinsurance relationships—where we may interact with both the reinsurer and the cedent—our policies and procedures are designed to manage potential conflicts relating to valuations, principal transactions, investment decisions, and asset transfers.

The code of ethics references our information barrier and personal investing standards that are described in greater detail below. Our employees are required to report any violation of the code of ethics promptly. (See Items 6 and 10 for a description of conflicts of interest related to our side-by-side management of accounts, our affiliations, and situations in which we or our related persons could have a material financial interest in transactions recommended to clients.) All employees must annually attest, in writing, that they have read, understand, and will comply with our code of ethics, including our personal securities trading and information barrier policies. We will provide you with a copy of our code of ethics upon request.

Receipt of Material Non-Public Information (MNPI) and Information Barrier Standards General (Firm-Wide) Standards In the ordinary course of business, we could receive material non-public information (“MNPI”) in connection with our investment management activities. Personnel are strictly prohibited from improperly sharing or using MNPI for their personal benefit or for the benefit of any other person, regardless of whether the person is a client. Firm-wide information barrier standards apply to all employees of PGIM, Inc. and PGIM Limited, including those in PGIM Credit and SCG. These standards are designed to prevent the communication of MNPI across various PGIM asset management investment sectors. Under these standards, an employee from one PGIM asset management investment sector may not communicate any MNPI to an employee of another sector without prior approval from the relevant compliance team. As a consequence, this prohibition limits information flow available to certain personnel. All employees receive regular training on these standards and must annually test their understanding of, and compliance with, such standards.

Restricted Lists and Trading Controls Each investment group (or, where applicable, strategy or investment team within an investment group or subgroup) maintains appropriate trading restrictions to prevent trading on MNPI related to issuers, borrowers, and their affiliates. Compliance teams maintain the trading restrictions through appropriate trading systems, so that trading activities are screened against these restrictions.

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Investment personnel must receive an override from the relevant compliance team before transacting for client accounts in securities or, in some cases, loans of any issuer or borrower that is restricted in the applicable trading system. Overrides are granted only when legally permissible and appropriate under our policies. In certain cases, contractual obligations to third parties, as well as legal and regulatory requirements, prevent us from sharing, or limit our ability to share, MNPI, analysis based on MNPI, or other confidential information with clients or other parties. (See Item 10, “Conflicts Arising Out of Legal and Regulatory Restrictions,” for further information regarding limitations on our ability to buy, sell, or transact as a result of our receipt of MNPI.)

Personal Investing Personal trading by our employees can create a conflict of interest when they are trading in the same securities or types of securities that we recommend to clients. To manage such potential conflicts, we maintain personal investing standards that govern the trading activities of our employees as well as their household members and dependents. Subject to certain limited exceptions, employees are required by the standards to:

report personal securities transactions;

pre-clear personal securities transactions;

maintain brokerage accounts exclusively with designated, approved brokers who are required to provide regular transaction reporting, ensuring transparency and compliance with internal monitoring standards; and

annually confirm securities holdings.

Our access persons and investment personnel are subject to additional restrictions under the standards, including the following (which are subject to exceptions for certain de minimis transactions):

all personnel are generally prohibited from purchasing securities in initial public offerings;

access persons are prohibited from knowingly trading any security on the same day that we trade such security for client accounts;

investment personnel are prohibited from knowingly trading any security within seven days before or after we trade such security for client accounts;

access and investment personnel who invest in covered securities (including proprietary and certain nonproprietary mutual funds and ETFs) must hold such investments for a period of at least 60 days, with certain exceptions; and

access and investment persons are prohibited from writing uncovered call options or buying uncovered put options on a security held in a client account.

Our compliance team monitors personal trading activity versus firm trading and restricted list content, and investigates any matches to avoid adverse alignment with client positions. An ethics committee meets regularly to consider possible violations and take disciplinary action where appropriate.

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All employees receive routine training regarding our personal securities trading and information barrier standards. In addition, employees must annually confirm that they have read and understand our code of ethics, including the personal securities trading and information barrier standards.

Gift and Entertainment Policy Our employees occasionally give or receive gifts, meals or entertainment of moderate value, subject to compliance with applicable laws and regulations (including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010) and rules of self-regulatory organizations. PGIM, Inc. and PGIM Limited have adopted policies to address the conflicts of interest related to gifts and entertainment, such as the appearance of having given or received something of value that influenced our business decisions or the business decisions of our clients. The policies require the reporting and preclearance of gifts, meals and entertainment given or received which exceed certain thresholds. In addition, PGIM, Inc. and PGIM Limited employees are prohibited from soliciting the receipt of gifts, meals or entertainment. Senior management periodically reviews summaries of gifts and entertainment activity to detect trends of abuse, conflicts of interest, or possible violations of the policy.

Political Contributions Due to the potential for conflicts of interest, Prudential Financial, PGIM, Inc. and PGIM Limited have established policies and procedures relating to political contributions that are designed to comply with applicable federal, state and local law. Under PGIM, Inc. and PGIM Limited’s political contributions policy, all employees (including spouses, partners, and dependent children) must obtain preapproval before making any U.S. political contribution. This policy also prohibits our employees from making any political contributions with the intent of influencing a public official regarding the award of a contract to us or our affiliates.

PGIM Credit (Investment-Group-Specific) Information Barrier Standards PGIM Credit maintains internal information barrier protocols designed to address the specific risks associated with the receipt and handling of material non-public information (MNPI) across its public fixed income, private credit, and other private market activities, as well as in connection with certain confidential or pre-announced transactions. While PGIM Credit operates as a combined investment group, information barriers exist between the PGIM Fixed Income and PGIM Private Credit investment sub-groups. PGIM Credit has dedicated personnel that sources and evaluates private market opportunities (such as private credit and other private transactions), and potential transactions in public securities that have not yet been publicly announced. These personnel may routinely receive MNPI and are subject to enhanced Compliance oversight and information barrier controls to prevent the sharing of MNPI and imposing trading restrictions on PGIM Credit investment sub-groups. PGIM Credit’s internal information barriers include, as appropriate, physical, electronic, and policy-based controls designed to limit access to confidential information. While we seek to restrict access to sensitive information through these measures, certain operational or technological limitations inherent in systems affect the extent to which access can be fully restricted. All employees are subject to compliance policies, training, and oversight regarding the protection of confidential and material non-public information.

Compensation of Our Investment Professionals General An investment professional’s base salary is primarily based on market data relative to similar positions as well as the past performance, years of experience and scope of responsibility of the individual. PGIM Credit is allocated an overall incentive pool based on the investment and financial performance of the business. 59 PGIM Credit and SCG (FORM ADV PART 2A)

Incentive compensation for investment professionals, including the annual cash bonus, long term equity awards, and grants under our long term incentive plans, is based on such person’s contribution to our goal of providing investment performance to clients consistent with portfolio objectives, guidelines, risk parameters, and our compliance, risk management and other policies, and is determined through a holistic, discretionary assessment of multiple quantitative and qualitative factors, as well as market based data such as compensation trends and levels of overall compensation for similar positions in the asset management industry. In addition, an investment professional’s qualitative contributions to the organization and its commercial success are considered in determining incentive compensation. Incentive compensation is not determined solely or predominantly based on the performance of, or value of assets in, any single account or group of client accounts. PGIM Limited has adopted a remuneration policy in relation to activities conducted through the entities authorized and regulated by the FCA in the United Kingdom. The remuneration policy is intended to be compliant with the United Kingdom’s Investment Firms Prudential Regime (“IFPR”) and governs the remuneration of staff and “material risk takers” (including those that are based outside the United Kingdom) of PGIM Fixed Income sub-group of PGIM Limited.

Cash Bonus An investment professional’s annual cash bonus is awarded after consideration of both corporate and individual performance and paid from an annual incentive pool. The pool is determined based on the overall financial performance of PGIM and allocated to investment groups by reference to their contribution to PGIM’s financial performance, investment performance, and success against key strategic initiatives.

Long Term Compensation Long term compensation consists of Prudential Financial restricted stock, and if applicable, grants under our long term incentive plan, grants under our targeted long term incentive plan, and, in connection with certain private funds, participation in carried interest or other performance based remuneration. Our long term incentive plan is intended to align compensation with investment performance over a multi-year period. Our targeted long term incentive plan is intended to align the interests of certain of our investment professionals with the performance of the particular alternative investment strategies or commingled investment vehicles they manage. Grants under our long term incentive plan and targeted long term incentive plan are participation interests in notional accounts with a beginning value of a specified dollar amount. For our long term incentive plan, the value attributed to these notional accounts increases or decreases over a defined period of time based on the performance of investment composites representing a number of our investment strategies. With respect to targeted long term incentive awards, the value attributed to the notional accounts increases or decreases over a defined period of time based, as applicable, on the performance of either a composite of particular alternative investment strategies or a commingled investment vehicle. An investment composite is an aggregation of accounts with similar investment strategies. In addition, certain investment professionals receive carried interest or other performance based remuneration in connection with specific private funds or mandates, the terms of which are governed by the applicable fund or vehicle documentation. Select senior investment professionals also receive awards of Prudential Financial common stock, including through restricted stock awards or performance based equity awards, designed to align their interests with the long term financial performance of Prudential Financial. Each of the restricted stock awards, grants under our long term incentive plans, performance based equity awards, and carried interest arrangements is subject to applicable vesting, forfeiture, and other conditions.

Conflicts Related to Long Term Compensation As a result of the long term incentive plan, targeted long term incentive plan, carried interest arrangements, and equity based compensation awards, our portfolio managers and other investment professionals from time to time have financial interests related to the investment performance of some, but not all, of the accounts or 60 PGIM Credit and SCG (FORM ADV PART 2A)

investment vehicles they manage. For example, the performance of some client accounts is not reflected in the calculation of changes in the value of participation interests under our long term incentive plan. This may be because the composite representing the strategy in which the account is managed is not one of the composites included in the calculation or because the account is excluded from a specified composite due to guideline restrictions or other factors. In addition, the performance of only a limited number of our investment strategies is covered under our targeted long term incentive plan. Further, for certain investment professionals, participation interests in the targeted long term incentive plan or carried interest arrangements can constitute a significant percentage of their total long term compensation. These compensation arrangements could create potential conflicts of interest by providing investment professionals with an economic incentive to favor certain strategies, investment vehicles, or accounts over others. To address these potential conflicts, we have procedures, including trade allocation procedure, designed to confirm that each of our client accounts is managed in a manner that is consistent with our fiduciary obligations, as well as with the account’s investment objectives, investment strategies, and restrictions.

Conflicts Related to the Offer and Sale of Securities Certain of our employees offer and sell securities of, and interests in, commingled funds that we manage. Employees offer and sell securities in connection with their roles as registered representatives of PIMS, officers of Pru Trust, agents of PICA, approved persons of PGIM Limited or other roles related to such commingled funds. (See Item 10 for more information about these affiliations.) There could be an incentive for our employees to offer these securities to investors regardless of whether the investment is appropriate for such investor since increased assets in these vehicles will result in increased advisory fees to us. In addition, such sales could result in increased compensation to the employee. (See “Other Compensation” in Item 5.)

Conflicts Related to Employee/Investment Professional Trading Personal Trading by Our Employees. Personal trading by our employees creates a conflict when they are trading the same securities or types of securities as we trade on behalf of our clients. This conflict is mitigated by our personal trading standards and procedures described above. Side-by-Side Management of Accounts. See Item 6 for a description of conflicts of interest related to our side-by-side management of accounts.

Conflicts Related to Outside Business Activity From time to time, certain of our employees or officers engage in outside business activity, including outside directorships. Any outside business activity is subject to prior approval pursuant to our personal conflicts of interest and outside business activities policy, and may be restricted or denied if conflicts cannot be managed. Actual and potential conflicts of interest are analyzed during such approval process. We could be restricted from trading the securities of certain issuers in client portfolios in the unlikely event that an employee or officer, as a result of outside business activities, obtains material, nonpublic information regarding an issuer.

Allocation of Limited-Capacity Investment Opportunities Certain private investment strategies managed by PGIM Private Credit overlap with one another, and in some cases with strategies managed by PGIM Fixed Income, such that the same investment opportunity may be suitable for multiple funds or client accounts. In addition, certain private investment opportunities are limited in size or availability. In certain instances where funds or client accounts do not have exclusivity with respect to particular investment opportunities, PGIM Private Credit has discretion to allocate below investment grade or distressed investments, as well as power, infrastructure and certain other investment opportunities, among such funds or client accounts. These circumstances give rise to conflicts of interest, including where an investment opportunity falls within the investment focus of multiple strategies (such as distressed, mezzanine 61 PGIM Credit and SCG (FORM ADV PART 2A)

or direct lending strategies), or where PGIM Private Credit and another PGIM investment group pursue the same investment opportunity. We address these types of allocation conflicts in a manner that we determine is fair and equitable to each client, taking into account the nature of the investment opportunity, the sourcing of the transaction, diversification considerations and any other considerations deemed relevant by us.

Conflicts arising from the use of Warehousing We sometimes acquire private debt, private equity, real estate investments, asset-backed securities and public bonds that are “warehoused” temporarily until subsequently placed in certain funds managed by PGIM or syndicated to unaffiliated investors. When investors subscribe to the funds, these assets are generally transferred to the funds, but an asset could decline in value from the time it is purchased by the warehousing entity to the time it is transferred to the fund.

SCG (Investment-Group-Specific) Information Barrier Standards SCG maintains its own information barrier policies and related procedures to prevent the improper communication and misuse of MNPI. SCG personnel are not permitted to communicate MNPI to other employees without approval from the relevant legal and compliance teams, and are subject to training and annual attestation requirements. SCG is subject to the firm-wide information barrier framework described above and maintains restricted lists applicable to its investment activities.

Compensation of SCG Investment professionals SCG investment professionals are compensated through a combination of base salary, annual performance incentive bonus and long term incentive grant. Base salary is based on market data, past performance, years of experience and scope of responsibility. Incentive compensation is largely driven by the individual's contribution to providing investment performance to clients consistent with portfolio objectives, guidelines and list parameters, as well as qualitative contributions to the organization.

Conflicts Related to Employee/Investment Professional Trading Personal trading by SCG personnel creates a conflict and when they are trading the same securities or types of securities as we trade on behalf of clients. This conflict is mitigated by a firm-wide personal investing standards and information barrier policies described above.

liquidity;

capital;

financial metrics;

economic factors;

size; and

market presence.

Our approval process considers both transactional risk and counterparty creditworthiness, with transaction approval divided into various categories based on our view of the risk of the transaction. We may approve counterparties for one or more transaction categories. These categories include:

delivery versus payment transactions with standard settlement (a settlement period of five days or less);

extended settlement transactions (a settlement period of over five days);

securities lending and reverse repurchase transactions;

collateralized derivatives transactions; and

uncollateralized derivatives transactions.

Any concerns regarding the creditworthiness of an approved counterparty are reported to our investment risk management group for a review of applicable exposures to such counterparty. Any material exposures are notified to senior management. Our counterparty risk council is responsible for general oversight of the counterparty approval process. This council reviews counterparty usage data, patterns (if any) relating to counterparty use, and other information relevant to our counterparty selection process.

Execution of Trades We seek to execute transactions in client accounts at the most advantageous terms reasonably attainable in the circumstances (i.e., we seek to achieve best execution when we have the discretion to execute the transaction). In seeking to achieve best execution we consider a combination of factors such as those listed below:

the counterparty’s execution and settlement capability (including factors such as timing and speed of execution);

price;

commission rates (including commission equivalents) and other transaction costs, if any;

responsiveness and administrative cooperation of the counterparty;

creditworthiness, reputation and financial responsibility of the counterparty;

the counterparty’s willingness to commit capital under certain circumstances;

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the counterparty’s willingness to maintain confidentiality (e.g., not reveal details about our trades or trading patterns to other brokers or market participants);

the counterparty’s ability to execute large transactions and to limit the market impact of large transactions; and

client direction/restriction or regulatory restrictions regarding the use of certain counterparties.

PGIM Limited is required to take into account the following additional factors when seeking to achieve best execution:

the characteristics of the client, including categorization;

the characteristics of the client order, including any specific instructions from the client in relation to the order;

the characteristics of the financial instruments that are the subject of that order; and

the characteristics of brokers or execution venues to which the order may be directed.

PGIM Fixed Income maintains a trade management oversight council, which generally meets quarterly, provides oversight with respect to best execution, trade allocation and other trade related matters. The applicability and importance of the factors listed above will vary based on, among other things, the size, timing and nature of the transaction; the market in which it occurs; the number of counterparties capable of executing the transaction; the liquidity and other characteristics of the instrument being traded; and market conditions. Transactions may not always be executed at the best available price due to the consideration of relevant factors other than price, and it is possible that our clients pay transaction costs in excess of those which another firm might have charged for executing the same transaction. Certain private transactions (including private credit and asset‑based finance transactions) are executed directly with the issuer or borrower rather than through a broker or execution venue, and accordingly are negotiated bilaterally based on the specific facts and circumstances of the transaction. We manage foreign currency (“FX”) transactions through our approved counterparties or our clients' custodians. We will execute FX transactions through a client’s custodian when directed by a client or when local market rules or settlement practices indicate this to be a more efficient method for settling our trade orders. We will seek to aggregate and/or net FX transactions when doing so would be in the clients’ best interests and where permitted by applicable regulation. When we execute through custodians at the direction of our clients, our execution is generally subject to the limitations and considerations described below under “Directed Brokerage.” Our portfolio managers review FX transaction price and execution taking into account factors such as available market quotations, liquidity, capability of our counterparties, applicable regulatory restrictions, or local rules and practices.

Soft Dollars and Research Services PGIM Fixed Income Currently, PGIM Fixed Income does not enter into arrangements whereby brokerage business is promised in exchange for services, information or other benefits (e.g., soft dollars or soft commissions). PGIM Fixed Income receives a broad range of information and data from broker-dealers or other counterparties, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, accounting and tax law interpretations, information regarding 64 PGIM Credit and SCG (FORM ADV PART 2A)

political developments, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information regarding matters that might affect the economy and/or security prices. It might receive written reports, periodicals, investment seminars, access to databases, software, dedicated phone lines to be used to communicate trades and telephone contacts and personal meetings with, securities analysts, economists, government representatives and corporate and industry spokespersons. As noted above, these items are not received pursuant to arrangements or agreements to exchange brokerage business for services or benefits and are not considered to be obtained using soft dollars. PGIM Fixed Income is not obliged to direct brokerage in order to receive such items. PGIM Fixed Income uses the information, data, services and other items referred to above in connection with its investment activities. Such information, data, services or other items obtained in connection with the execution of transactions for one client account could also be useful in managing other accounts, including accounts managed for its affiliates. However, PGIM Fixed Income does not consider the receipt of such information, data, services and other items in connection with its selection or evaluation of counterparties. PGIM Limited PGIM Limited’s policies and procedures regarding the receipt of and payment for research reflect changes to the inducements rules introduced by U.K. MiFID II/MiFIR. PGIM Limited does not pay for research using soft dollars. PGIM Limited has taken the decision to pay for all research received from third party research providers (including counterparties) from its own account. The amount that it pays for research varies according to the third-party provider. It is still permitted to receive certain types of research for free where it constitutes an acceptable minor non-monetary benefit as defined in the FCA rules. In respect of wider research services (e.g., corporate access), these must also be paid for by PGIM Limited, unless they fall within a defined list of acceptable minor non-monetary benefits. PGIM, Inc. is not subject to U.K. MiFID II/MiFIR and does not share research it receives from broker-dealers with PGIM Limited.

Brokerage for Client Referrals In selecting or recommending counterparties, we do not consider whether we or any of our related persons receive referrals from such counterparties or any other third parties.

Our Relationships with Trading Counterparties Our relationships with broker-dealers and other counterparties, particularly those affiliated with large financial services organizations, are complex. These relationships with trading counterparties include the following:

we invest client assets in securities issued by trading counterparties or their affiliates;

we provide investment management services with respect to the accounts of certain trading counterparties or their affiliates;

trading counterparties or their affiliates select us to manage accounts of their clients and invest assets of their clients in funds that we manage;

trading counterparties distribute funds that we manage or sub-advise and such funds can be included on the investment platforms of trading counterparties;

broker-dealers serve as prime brokers to funds that we manage;

we or funds that we manage participate in certain broker-dealer capital introduction programs;

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trading counterparties sometimes agree to bear all or a portion of the legal fees incurred by us in reviewing certain investments arranged by them or to have such legal fees paid as transaction expenses; further, such agreements by their nature are contingent on our investment in the transaction (with PGIM Fixed Income bearing such fees if such investment is not made);

as noted above, trading counterparties provide both internally generated and third-party research to us; and

family members of some of our personnel are employed by trading counterparties or their affiliates.

All of these relationships pose the potential for a conflict in the selection of counterparties to execute client transactions.

Directed Brokerage We do not recommend, request or require that clients direct us to execute transactions through a specified broker-dealer or other counterparty. We do permit clients to direct the use of a particular broker-dealer or other counterparty for their account. Any such direction must be in writing or evidenced by our client’s contract with the applicable counterparty. If a client directs us to use a specific counterparty, specific counterparties or a class of counterparties, the client:

could pay higher prices or otherwise receive inferior execution, depending on its arrangements with the counterparty and upon other factors such as trading volume, the market for the security, and marketmaking capabilities of the counterparty;

could lose the possible advantage which non-directing clients derive from the aggregation of orders for multiple clients as a single “batch” transaction, where we would, in some instances, be in a better position to negotiate pricing if the brokerage were not directed; and

would be responsible for monitoring the creditworthiness of the counterparty it has selected.

ERISA accounts are subject to additional requirements and restrictions with respect to directed brokerage. Clients should evaluate the relative costs, advantages and disadvantages of directed brokerage when considering whether to direct us to use one or more specific counterparties or a class of counterparties. Similar considerations apply in instances where a client restricts the universe of eligible trading counterparties pursuant to investment guidelines or otherwise.

Trade Aggregation and Allocation Our policy with respect to trade allocation is to treat all client accounts fairly and equitably over time. We seek to aggregate and allocate all new issue orders across accounts with an appetite for the particular trade. While not required, we often aggregate secondary transactions. However, in many other cases, we execute trades to meet the specific needs of a single account. Our trade allocation policy exempts transactions in securities or instruments that are deemed to be both liquid and fungible. Examples of such securities or instruments are: eligible securities as defined by Rule 2a-7 under the U.S. Investment Company Act of 1940; U.S. government securities, including agencies and agency mortgage-backed securities; non-U.S. government securities issued in their native currency that we consider to be investment grade; exchange-traded futures and options; index credit default swaps; interest rate swaps; and foreign currency instruments. Nevertheless, we may determine (and in some cases have determined) that certain such liquid and fungible securities and instruments will not be exempt from our trade allocation policy 66 PGIM Credit and SCG (FORM ADV PART 2A)

(although we remain free to exempt any such securities or instruments that we have previously determined not to exempt). As stated above, our trade allocation policy provides for the fair and equitable allocation of trading opportunities over time. However, a specific trade, when viewed in isolation, can have the effect of benefiting one account over another. In determining individual account appetite, including whether such account participates in an aggregated order, we can take numerous factors into consideration, which include:

an account’s cash or liquid asset availability, including known or anticipated cashflows (and that new accounts or accounts that are “ramping-up” will be expected to have cash or liquid asset availability);

the benchmark weight of the security;

maturity, quality, duration or risk contribution represented by the security;

existing holdings of each account;

specific account and mandate objectives, guidelines and constraints, including maintaining compliance with CLO portfolio tests and other transaction obligations;

legal requirements;

liquidity requirements;

timing considerations;

de minimis allocation considerations based on criteria such as round lot provisions, minimum percentage of NAV or minimum transaction size; or

any other portfolio construction considerations.

In addition, preference can be given to accounts whose investment guidelines limit their universe of available securities. Our general practice is that all aggregated orders will be allocated across accounts at the time of the transaction, or promptly thereafter, based on each account’s appetite for the issue, including affiliated accounts. Due to the factors identified above, allocations across accounts (whether such accounts are differently-situated or similarly-situated) will not necessarily be made on a pro rata basis. Order allocation is not based upon account performance, fee structure, or any proprietary interest that we or our affiliates may have in an account. If less than an entire aggregated order is executed, the fill that each account receives is adjusted based on one of a number of methodologies approved by our compliance group and senior management, such as pro rata based on original order size or position or duration weight relative to benchmark. In determining final allocations, we also consider the factors described above with respect to the determination of individual account appetite (including within groups of similarly-situated accounts). In certain circumstances, the manner in which we structure our business can cause counterparties to fill orders in a way that could impact or disadvantage some of the accounts we manage. For example, PGIM LOM and PGIM Limited act as co-managers of certain European CLOs (the “PGIM LOM Accounts”) with PGIM LOM acting as an “originator-manager” and providing advice with respect to loans only. PGIM Limited manages other European CLOs and certain other European and global bank loan mandates for 67 PGIM Credit and SCG (FORM ADV PART 2A)

which PGIM LOM does not act as a co-manager (the “PGIM Limited Accounts”). Certain PGIM Fixed Income personnel serve as portfolio managers for both the PGIM LOM Accounts and the PGIM Limited Accounts. When these portfolio managers place orders with a counterparty for both the PGIM LOM Accounts and the PGIM Limited Accounts, they place orders for the PGIM LOM Accounts separate from orders for the PGIM Limited Accounts rather than placing a single, aggregated order in an amount equal to the aggregate of such separate orders (as would likely be the case if PGIM Limited alone managed the PGIM LOM Accounts and the PGIM Limited Accounts). It is possible that the counterparty could fill the separate orders in an aggregate amount that is less advantageous than had only the single order been placed and/or that the counterparty could fill the separate orders for the PGIM LOM Accounts and for the PGIM Limited Accounts in amounts other than their respective pro-rata shares of the aggregate appetite of the PGIM LOM Accounts and the PGIM Limited Accounts. This could result in accounts receiving or selling fewer loans or receiving poorer pricing than would be the case with an aggregated order.

Aggregation/Allocation of Futures We can seek to enter a single futures order for multiple client accounts that have appetite for the same instrument. This is commonly referred to as a “block order.” Block orders can result in “split fills” (an execution of a block order at more than one price) or “partial fills” (an execution of a block order at less than specified quantities). We allocate block orders and any resulting split and/or partial fills in a non-preferential, predetermined and objective manner.

Cross Trades Cross trades involve the transfer, sale or purchase of assets from one client to another client without the use of a broker-dealer. To the extent permitted by applicable law, our policies and procedures, and our agreements with clients (including, where applicable, a client’s governing documents), we can, but are not in any specific case required to, engage in cross trades pursuant to which we cause purchases and sales between client accounts. For example, we can, but are not in any specific case required to, cause one client account to purchase a security or loan directly from another client account. Not all accounts will participate in cross trades or any particular cross trade. In some cases, where we are able to cross trade, we are nevertheless only permitted (or we only elect) to cross trade between certain accounts. We do not permit cross trades for ERISA accounts. Cross trades for accounts where we (directly or because of an affiliate) act as principal are subject to certain requirements, including obtaining appropriate client consents as required. Cross trades present a conflict of interest and are subject to certain conditions but can benefit both the buying and the selling accounts by eliminating or reducing transaction costs or capitalizing on investment opportunities, which can be preferable to selling or buying the instrument in the open market. With respect to conflicts of interest, we can be viewed as benefitting one client to the cross trade at the expense of the other client or treating a client participating in a cross trade more favorably than a client that does not. The potential conflict is greater where one of the accounts is a proprietary or affiliated account, or where we receive a higher fee or have negotiated a performance-based fee. There also are risks that the cross trade transaction price will not be as favorable as if it were executed on the open market or that the buying account receives a security that is illiquid or hard to sell. We also could decline to execute cross trades for certain accounts, which might disadvantage those accounts when compared to accounts that participate in cross trades. We maintain procedures and controls to mitigate the conflicts associated with cross trades. We engage in cross trades where we believe that the cross trades are in the best interests of, and fair to, each client that participates in the cross trade, and use reasonable, independent pricing in accordance with applicable law. The reporting of cross trade information is required for some clients. Neither PGIM Fixed Income nor any affiliated or unaffiliated broker-dealer receives any commission or transactional compensation for effecting cross trades, and there are no additional client fees other than customary processing fees, which may include fees for settlement of the transaction or effecting compliance with local reporting requirements. 68 PGIM Credit and SCG (FORM ADV PART 2A)

Trade Error Policy Errors, including trade errors and operational errors, may occasionally occur in connection with PGIM Fixed Income’s management of client accounts. We maintain a trade and operational errors and corrections policy. We seek to correct all errors covered under the policy in a manner that is fair and reasonable under the circumstances. We generally consider an error to be an action we take in contravention of, or our failure to act in accordance with, the applicable standard of care or our contractual obligations to clients (including our obligations under client investment guidelines). We determine whether an error has occurred on a case-by-case basis taking into consideration factors we deem reasonable including, without limitation, applicable legal and regulatory requirements, our contractual obligations to clients and the applicable standard of care (our consideration of these factors is informed, to the extent appropriate and permissible, by applicable business practices, market conventions, industry practices and other relevant facts and circumstances). We attempt to resolve similar situations in a consistent manner, although our view as to whether we have met our standard of care and of other relevant considerations may change over time. There will be actions we take or fail to take, and there will be mistakes and other incidents and events, which we reasonably determine are not errors. Further, our policies and obligations do not generally require perfect implementation of investment management decisions, trade processing or other functions. Accordingly, not all mistakes or other incidents or events will be considered errors (and as such will not require notice or compensation to clients). Unless we determine otherwise in light of one or more of the various factors we consider when determining whether an error has occurred, the following (among others) are examples of events or incidents that we generally would not consider to be errors:

certain imperfections in implementation of investment decisions, quantitative strategies, financial modeling, trade execution, cash movements, portfolio rebalancing, processing of instructions, facilitation of securities settlement, processing of corporate actions or the generation of cash or holdings reports, even if such imperfections result in trading activity;

instances in which an investment professional executes a trade that results in a portfolio position that is different from the exposure intended by the portfolio management team, provided that the portfolio position does not violate applicable client investment guidelines and is not substantially inconsistent with the portfolio management team’s investment intent;

failure to adhere to internal targets, internal risk thresholds, or other parameters that may be used to manage risk or otherwise guide portfolio management decision-making;

to the extent consistent with industry practice or market convention, settlement failures, late settlements or other related issues resulting in losses or penalties or charges to a client account of $500 or less (including overdraft fees), or in such other amounts as are from time to time applicable or customary in relevant U.S. or non-U.S. markets;

an error that is the fault of an executing broker-dealer, custodian, counterparty or other third party (irrespective of whether we seek compensation on behalf of a client from such parties); and

in certain cases, the purchase of a security for which a client appears ineligible as a result of an express restriction in the issuer’s prospectus or offering documents or in other issuer-imposed rules (to the extent that the purchase did not also violate applicable client investment guidelines).

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An error for which we have determined we are responsible could result in a gain or in a loss to a client account or could have no financial impact on the client account. If such an error, after correction, results in a loss to a client account, we will determine the amount of the loss and reimburse the client account. If such an error, after correction, results in a gain to a client's account, the client account will retain the gain. Unless prohibited by applicable law or regulation or agreement with the client, we can choose to net the client’s gains and losses arising in connection with errors under circumstances that include, without limitation, where more than one transaction must be effected to correct an error (e.g., unwinding both components of a relative value trade), or there occurs a series of related errors with the same root cause. The calculation of the amount of any net impact will depend on the facts and circumstances of an error, and the calculation methodology can vary. In some cases, the net impact will be as simple as the difference between the security purchase and sale prices. With respect to, for example, more complex errors or those continuing over a longer period of time, we can consider, among other factors, the performance during the period of the account, the account’s benchmark, comparable securities and/or the industry in which the security is included. Reimbursement is generally limited to direct losses and does not include any amounts we determine to be speculative or uncertain or that would result in an undue performance gain, or windfall. In certain circumstances, to the extent permitted by applicable law or regulation, we can decide or agree to compensate a client for a loss even though we do not believe it was caused by an error for which we were responsible under our policy (or in an amount that is different from the amount that we would have determined by relying solely on our own methodologies for calculating losses). To avoid potential errors in client accounts, our policy permits trades, where appropriate, to be cancelled or modified prior to settlement. In addition, our policy provides that an error in one client’s account may be avoided through reallocation of a trade, prior to settlement, to another client’s account, subject to certain conditions. Unless otherwise provided in client agreements, clients will not be notified if an error in their account is avoided through cancellation, modification or reallocation. Errors involving a breach of a client's investment guidelines and any error resulting in a reimbursable loss to the client will be reported to the client. Unless otherwise provided in client agreements, non-compensable errors (other than those involving client investment guideline breaches) will generally not be reported to clients. Investors in pooled investment vehicles will generally not be notified by us of the occurrence of an error or of the resolution thereof. From time to time, we could be required to evaluate facts and circumstances relating to our models or modeling processes. Coding, input or other mistakes can occur in the programming or implementation of investment models or other models that are applied to client accounts. When such mistakes are identified, we seek to understand the cause and determine their impact. In certain cases, these mistakes may not significantly impact the overall objective of the model or significantly influence an investment decision and will not be compensable or reportable to a client. Certain data received from external sources are inputs to our models and/or other investment processes. Trades or other issues resulting from inaccuracies in data received from external sources will generally not be considered errors.

Master Trading Agreements for Derivatives General Certain investment strategies that we manage or sub-advise utilize derivatives, such as swaps, futures, forwards and other forward settling transactions. These types of transactions typically require the negotiation of an agreement with one or more counterparties (for example, International Swaps and Derivatives Association “ISDA” master agreements and credit support annexes (“ISDA Agreements”), customer agreements with futures commission merchants, clearing agreements and master securities forward transaction agreements) (collectively, “Master Agreements”). Certain non-derivative securities, such as to-beannounced transactions, including adjustable rate mortgage transactions and transactions in collateralized mortgage obligations, are also traded under Master Agreements. These agreements may be executed by our clients or, with client authorization, by us on a client’s behalf. 70 PGIM Credit and SCG (FORM ADV PART 2A)

Execution of Derivatives Agreements on Behalf of Clients When a client authorizes us to execute Master Agreements on its behalf, we are acting solely as agent on behalf of the client. This means that the client is the named party to the agreement and a party to the underlying transactions. Accordingly, such clients are responsible for any obligations incurred under the agreements. We also may adhere to industry standard ISDA protocols on behalf of our clients, which effectively amend ISDA Agreements that are already in place. Master Agreements require each party to make certain representations and warranties. We do not have the information necessary to confirm the accuracy of many of these representations and warranties on behalf of our clients, and therefore it is important for clients to review these agreements and other materials that we provide in order to understand the applicable terms and to confirm the accuracy of these representations and warranties. Inaccurate or incomplete information in a Master Agreement can result in an event of default and allow the counterparty to terminate the agreement and take other adverse actions. Clients should also note that Master Agreements often contain indemnification provisions and, for sovereign or government clients, require the waiver of sovereign immunity.

Timing Counterparties to Master Agreements generally require credit approval and the satisfaction of other due diligence requirements prior to executing a new agreement or adding a new account to existing Master Agreements. This can be a lengthy approval process that typically does not begin until a client’s investment management agreement is signed and delivered to the counterparty. Clients may receive requests for additional information from the counterparties. Any failure to provide the requested information in a timely manner can result in a delay in the launch of client accounts or delay in the ability to transact in derivatives for the account, which can affect the overall performance of the account.

Foreign Exchange Forwards When an account which is permitted to trade certain derivatives is launched but the ISDA Agreement negotiation process is not completed, or under certain other circumstances, we can still trade foreign exchange forwards by adhering on behalf of our clients to certain Dodd-Frank protocols and electing a “deemed ISDA” for Dodd-Frank purposes. This is a form of agreement that does not contain many of the protections usually contained in a negotiated ISDA Agreement. For instance, deemed ISDAs do not include a Credit Support Annex and do not require the parties to exchange collateral. The absence of collateral increases the counterparty risk for these transactions, and given these additional risks, we generally only trade under a deemed ISDA for a limited period of time until the client can be added to a formal ISDA Agreement. Failure to finalize negotiations of an ISDA Agreement can affect our ability to use derivatives in managing a client’s account.

Other Agreements Related to Investments When making investments in securitized products, asset-based finance investments and bank loans (either directly or through participations), investors are generally required, including under the terms of industrystandard documentation, to make representations and warranties and to indemnify certain transaction parties for losses suffered by such parties due to inaccuracies in representations and warranties and for the investor’s share of certain liabilities and expenses incurred by such parties. Similar provisions may be contained in agreements related to the purchase of other securities, such as securities purchased in private placement transactions. As a result of the foregoing indemnities, clients could be required to expend additional funds in respect of an investment beyond the acquisition price for such investment or the value of a client’s investment could be reduced by the amounts paid or payable under such indemnities. Agreements executed in connection with negotiating restructurings for distressed investments can also contain indemnities and such agreements also give rise to other obligations. (See Item 17 under “Pre-bankruptcy/Bankruptcy Proceedings”.)

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Other Matters Related to Account Transactions Trading Ahead of Cash Settlement We are not required to invest cash flows in client accounts prior to confirmation that the cash has been received by the client’s custodian. We can, in our discretion and at the request of our clients, choose to invest cash prior to such settlement so long as the client provides adequate assurances that the cash will be received by its custodian prior to the settlement date for the investment. Any losses or other costs incurred as a result of the failure to deliver cash by the date specified in our client’s instruction will be the responsibility of the client.

Client-Directed and Certain Other Trades Between Accounts Upon client request or direction or in other limited circumstances, we engage in trades or transfers between accounts owned by a client or affiliated clients using a broker-dealer to effect the trades or transfers.

PGIM Private Credit Private Investment Counterparty Practices The PGIM Private Credit team generally has the authority to purchase or sell Private Investments as permitted by applicable investment advisory agreements, plans of operation for single investor accounts, or the governing documents of a fund. Private Investments are typically negotiated directly with issuers or through investment banks engaged by prospective issuers. Unaffiliated broker-dealers are not used in Private Investment transactions, and ongoing brokerage relationships are not maintained for these types of investments. In instances of co-investment with unaffiliated third parties, an affiliated broker-dealer could be used to assist in arranging such investments. The processes and considerations applicable to Private Investments differ from those applicable to investments transacted in public markets and can vary across the private credit teams supporting different Private Investment asset classes. We enter into negotiations with investment banking firms that offer Private Investments meeting our investment criteria. To the extent we effect securities transactions for clients, we select counterparties based on their ability to provide best execution. We do not generally expect private credit clients to direct us to effect securities transactions through specific brokers. We seek to manage potential conflicts of interest arising from these practices through policies and procedures governing, among other things, best execution, allocation of investment opportunities, affiliated transactions, and valuation.

Cross Trades and Related Conflicts In the private credit context, cross trades can arise in connection with PGIM Private Credit’s investment process. For example, PGIM Private Credit expects, from time to time, to cause one client to offer to other clients portions of investments originated by such client after a minimum holding period has passed. In these circumstances, if another client does not purchase the investment, the originating client may retain a larger exposure to that investment. The potential conflict is greater where one of the participating accounts is an affiliated account or where we have a greater economic interest with respect to one client than another. Cross trades involving private credit investments can also present risks related to valuation and liquidity, including the risk that the transaction price is not be as favorable as if the transaction were executed in the open market or that the acquiring client receives an investment that is illiquid or difficult to sell. In addition, we can decline to execute cross trades for certain accounts, which could disadvantage those accounts relative to accounts that participate in cross trades. To address these risks and conflicts, we apply procedures and controls designed to reflect the characteristics of private credit investments, including review of pricing, fairness, and the impact of the transaction on

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participating clients. We engage in cross trades only where we believe the transaction is in the best interests of, and fair to, each client that participates and in accordance with applicable law and client agreements. We permit cross trades for certain ERISA accounts only where permitted by applicable law and regulation, including pursuant to an applicable prohibited transaction exemption, and do not otherwise permit cross trades where prohibited by a client or by applicable law or regulation. Cross trades for accounts in which we, directly or through an affiliate, act as principal are subject to additional requirements, including obtaining appropriate client consent on a transaction‑by‑transaction basis, and we do not accept blanket consents to such cross trades. Neither we nor any affiliated or unaffiliated broker‑dealer receives any commission or transactional compensation in connection with cross trades.

Allocation of Private Investments Our allocation policies provide a method for addressing the allocation of limited Private Investment opportunities across multiple accounts to ensure consistency in deal access and availability and to eliminate opportunities for preferential allocation. For Private Investments other than Direct Lending Investments, Private Mezzanine Investments, and Private Credit Secondaries Investments, investment opportunities are generally allocated using rotational allocation procedures based on each account’s appetite for the investment. Under these allocation procedures, 50% of each such investment opportunity is initially made available to affiliated accounts and 50% to unaffiliated clients, with the ultimate allocation percentages adjusted based on actual demand for the transaction. For private funds, allocation of investment opportunities is made based on available capital, including anticipated leverage. We also consider additional factors, including, without limitation, target investment sizes and returns, available capital, ramp up periods, actual or potential conflicts of interest, and other factors deemed relevant. Portfolio allocations are reviewed with senior management and compliance on at least a quarterly basis.

Allocation Error Policy Errors could occasionally occur in connection with PGIM Private Credit’s management of client accounts, including allocation errors. We maintain written policies and procedures reasonably designed to identify, escalate, document, and remediate allocation errors in a manner that is fair and equitable to affected client accounts. Allocation errors are required to be addressed promptly upon detection and escalated to appropriate personnel, including compliance and senior management. Where an allocation error involves a breach of an applicable investment guideline, we seek to resolve the matter in a mutually acceptable manner, which might include reallocation, transfer of the investment to another account, modification or waiver of an investment guideline, or sale of the affected security. If a resolution cannot be reached in a timely manner, senior management determines an appropriate and equitable corrective action. All allocation errors are documented, reviewed for any client impact, and evaluated to determine whether client notification is appropriate, and, if applicable, we implement remedial and preventative measures designed to reduce the likelihood of recurrence.

SCG Selecting or Recommending Broker-Dealers SCG does not directly select or recommend broker-dealers for client accounts. Instead, SCG allocates assets to Underlying Managers who are responsible for selecting broker-dealers and executing trades for their assigned portfolio segments.

Soft Dollars and Research Services SCG does not execute trades with any brokers and does not enter into soft dollar arrangements or other agreements that would provide research services in exchange for brokerage commissions. Underlying Managers could have their own policies and practices regarding brokerage and soft dollars. 73 PGIM Credit and SCG (FORM ADV PART 2A)

Brokerage for Client Referrals SCG does not select or recommend broker-dealers based on referrals.

Directed Brokerage SCG does not recommend, request, or require that clients direct us to execute transactions through any specified broker-dealer or counterparty.

Trade Error Policy SCG maintains a trading and operational errors correction policy requiring all errors covered under the policy to be corrected in a fair and reasonable manner. If an error results in a loss to a client account for which SCG is responsible, we will determine the loss amount, reimburse the client account, and notify the client. Not all mistakes or issues will be considered errors under the policy, and not all errors will be compensable or reportable to the client. An error can result in a gain or loss to an account. Unless prohibited by regulation or client agreement, SCG nets gains and losses when more than one transaction is required to correct an error or when a series of related errors occurs. The calculation of any net impact depends on the facts and circumstances, and the methodology could vary. Reimbursement is generally limited to direct losses and does not include speculative, uncertain, or windfall amounts. To avoid potential errors, trades can be cancelled or modified prior to settlement, and transactions could be reallocated to another client’s account, subject to certain conditions. Clients will not be notified if an error is avoided through cancellation, modification, or reallocation.

PGIM Credit PGIM Fixed Income Account Reviews Periodic Review of Client Accounts Each quarter, one or both of our co-chief investment officers hold a series of meetings with the senior portfolio manager and team responsible for the management of each of our investment strategies. At each of these quarterly investment strategy review meetings, they review and discuss the investment performance and performance attribution for each client account managed in the strategy. These meetings generally are also attended by the Head of PGIM Credit, the head of quantitative analysis and risk management or his designee and a member of our compliance group, among others.

Risk Management Reviews Our investment risk management team also conducts the following periodic reviews:

Daily Risk Reporting and Review. Subject to certain exceptions, on a daily basis, our investment risk management team reviews risk reports which indicate where active risk is taken relative to a portfolio’s risk budget. If necessary, a member of our investment risk management team will discuss potential risk issues with the portfolio managers of the applicable account.

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Weekly Review. Our head of quantitative analysis and risk management generally conducts weekly meetings with our investment risk management team to discuss current risk positioning in client portfolios. At this meeting, the investment risk management team also discusses potential risk issues highlighted in the daily risk reporting process. When appropriate, issues are escalated by bringing them to the attention of the Head of PGIM Credit.

Additional Ongoing Review of Accounts For certain private investments managed by PGIM Fixed Income, proposed purchases are subject to review and approval by the applicable investment committee in accordance with established governance and approval processes. While such investment committees provide approval and oversight for these investments, responsibility for day‑to‑day portfolio management and monitoring remains with the applicable portfolio management team. Functional areas such as our compliance team also monitor and assess certain data and processes relating to our management and trading. They report the results of these analyses independently to our senior management. Examples of these independent reviews include:

trade date compliance review of transactions for consistency with guidelines;

overnight compliance review of positions, including manual and semi-manual reviews, for consistency with guidelines;

periodic review of trading to examine allocation and trade errors; and

periodic review by oversight councils of various investment and trading activities, including reviews by our:

trade management oversight council;

valuation committee;

risk operating council;

counterparty council; and

Sustainable Investment Committees, as applicable.

Commingled Account Reviews We serve as sub-adviser to commingled accounts such as mutual funds, ETFs, collective investment trusts and other pooled investment vehicles. For these sub-advised accounts, we are also subject to the oversight of the investment manager for the account and the governing body of the vehicle (such as the board of directors or trustees or investment committee of the vehicle).

Reports to Clients Written reports are provided regularly to all clients. In most cases, these reports are distributed monthly, although in certain cases certain reports are provided quarterly or annually. The reports generally include:

a list of all activity in the account during the applicable period;

a list of positions;

the market value of the positions in the account;

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a calculation of the account’s return and the return of the applicable benchmark;

a comparison of the characteristics of the account (such as industry, sector, issuer, credit quality and country weightings) versus the applicable benchmark; and

performance attribution.

In addition, clients are provided with a quarterly investment outlook that summarizes current views regarding the fixed income markets in general. With respect to certain clients, additional information is included in reports, or certain reports are provided more frequently than monthly, as agreed with such clients.

PGIM Private Credit Account Reviews Periodic Review of Client Accounts PGIM Private Credit employs a rigorous and tailored account review process. Each portfolio company or investment is monitored through a formal, proprietary rating evaluation system. Financial and operational data are collected either monthly or quarterly and entered into our tracking system, which evaluates key financial ratios relative to customized target thresholds established for each investment. Deal teams prepare regular review sheets assessing investment performance and providing commentary. All investments undergo a comprehensive annual review, including both qualitative and quantitative reassessment of their proprietary quality rating.

Challenged Investment Oversight and Risk Management Senior management holds quarterly meetings to review investments identified as challenged or at risk. Certain investments showing early signs of difficulty are added to an “early warning list” and receive heightened attention during these meetings. From time to time, investments determined to have more severe issues are placed on a “watch list” and we generally transfer those investments to, or consult with, our specialized workout/restructuring unit. In cases where an investment has officially been transferred to our workout/restructuring unit, management of different investor tranches for the same issuer is separated, with support from separate internal and external legal and/or advisory resources. Senior management conducts a formal quarterly review of “watch list” investments.

Investment Committee and Fund Oversight Private capital portfolios, including those of mezzanine funds, energy funds, and direct lending products, are under continuous oversight by dedicated investment committees. These committees approve all acquisitions and dispositions of portfolio investments. The principal responsible for each investment maintains frequent communication with portfolio management teams to ensure effective oversight and timely response to any issues, while the applicable regional office or product team are responsible for the day-to-day management of the investment.

Additional Ongoing Review of Accounts Our compliance team and other functional areas independently monitor and assess data and processes related to private capital management and trading. These reviews include trade date compliance checks, periodic assessment of trading activity, and oversight by relevant committees, ensuring adherence to client guidelines and firm policies.

Reports to Clients Investors in our private credit funds receive quarterly reports detailing the assets and liabilities of the fund, net profit or loss, and any material changes in the valuation of each portfolio investment. In addition, annual investor meetings are held to review fund performance and discuss relevant developments. Managed account 76 PGIM Credit and SCG (FORM ADV PART 2A)

clients receive periodic reporting involving analysis of portfolio investments and market conditions and at least quarterly statements showing portfolio holdings, transactions, and investment performance. Where agreed, additional or more frequent reporting and analysis may be provided to meet specific client needs.

SCG Account Reviews SCG’s portfolio strategy and analytics teams conducts ongoing and periodic review of client strategic asset allocations (“SAA”) and provides recommendations to clients to adjust or enhance the SAA, which could include adding additional or removing existing asset classes to their portfolio. This includes ongoing and periodic reporting and analysis, subject to client needs and requests. The Head of SCG regularly meets with the senior management team responsible for client accounts and maintains a governance framework for portfolio oversight, including periodic reviews of account asset allocation and performance, in accordance with client guidelines.

Reports to Clients At least quarterly, or as otherwise agreed, SCG provides clients with quantitative and qualitative analysis of the account, including designated managers’ investment activity and account performance. The frequency and detail of reporting is determined by each client’s investment management agreement.

Client Referrals From time to time, we have arrangements where we compensate, either directly or indirectly, affiliated and/or unaffiliated parties for client referrals. The manner and amount of compensation is negotiated on a case bycase basis. Referral arrangements include the following:

PGIM, Inc. agreement with an unaffiliated entity that provides for the payment to a United Kingdom company of a percentage of the management fee we receive if we obtain a client as a result of our successful submission of responses to requests for proposals organized by such company.

Agreements with unaffiliated entities under which we provide compensation in connection with fundraising efforts. Compensation arrangements are negotiated directly with such entities and may include placement or other fees based on investor commitments, periodic retainer payments during fundraising period, and/or reimbursement of certain expenses.

We also maintain arrangements with affiliated entities, including PIMS (as described in Item 10, Relationships with Affiliated Broker-Dealers), which provide for payments to our affiliates if investments by others are made in certain of our products or if we establish certain other advisory relationships. Compensation includes an amount based on a percentage of the management fee we receive or a

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percentage of assets under management attributable to any clients sourced by such affiliates and/or reimbursement of operating expenses incurred in connection with such services plus a negotiated percentage. These referral arrangements create conflicts of interest, which are addressed through our policies and procedures.

Although we do not have possession of client assets, when our clients permit or instruct us to deduct our management fees directly from their custodial accounts, the SEC deems us to have custody over the assets of those clients. There are certain other circumstances under which the SEC deems us to have custody of client assets as well, such as when an affiliated company serves as a general partner of a limited partnership or a managing member of a limited liability company. Investors in such funds will receive the vehicle’s annual audited financial statements and should review them carefully. If pooled investment vehicle clients are subject to audit, audited financial statements will be distributed annually. A client’s custody agreement with its custodian may contain authorizations with respect to the transfer of client funds or securities broader than those in the client’s written investment management agreement with us. In these circumstances, our authority is limited to the authority set forth in our written investment management agreement with the client regardless of any broader authorization in the client’s custody agreement with its custodian. The custodian’s monitoring, if any, of the client’s account is governed by the client’s relationship with its custodian. In certain cases, where we are deemed to have custody of client assets, our clients will receive account statements from their custodians no less frequently than quarterly. Clients should carefully review those statements. Where our fees are deducted from the client’s custodial account, the statements will reflect those deductions. As described in Item 13 under “Review of Accounts: Reports to Clients,” we also generally provide statements or reports to our clients. Some of the types of information we provide in those statements or reports are comparable to information in the account statements clients receive from their custodians. Clients should compare the account statements they receive from their qualified custodians with the statements that they receive from us and promptly alert us to any differences or discrepancies.

In some cases, client approval is required for specified follow-on or protective investments that exceed agreed-upon thresholds. Other than these limited approval 78 PGIM Credit and SCG (FORM ADV PART 2A)

rights, we do not seek client consent for each investment decision and manage such accounts on a discretionary basis. Our discretionary authority to manage client accounts is in all cases subject to the specific objectives, guidelines and limitations set forth in the applicable investment management or similar agreement or fund documentation and any side letter arrangements with special investment instructions. Investment guidelines generally set forth the universe of eligible investments and issuers and could contain one or more of the following types of restrictions or limitations:

a list of prohibited issuers or types of issuers;

percentage limitations regarding the investment in certain issuers, industries or asset classes;

limitations on the use of derivatives;

percentage limitations regarding deviation from the holdings of the account’s benchmark; and

specifications regarding the credit quality of holdings for the account.

Certain regulated clients, such as U.S. mutual funds and ETFs, UCITS, Alternative Investment Funds and pension fund (including ERISA) accounts, are subject to additional investment, diversification and other limitations imposed by applicable law. Our ability to purchase and sell assets for client accounts is also subject to applicable laws and regulations and to our own policies, including with respect to specific industries. For example, in the U. S., the use and possession of cannabis is illegal under federal law for any purpose pursuant to the Controlled Substances Act of 1970 (“CSA”) and is also illegal under laws of certain states. As a result, accepting proceeds derived from the growth or distribution of cannabis could violate applicable U.S. or state laws. Similarly, individuals and companies based or operating in the U.K. who receive revenues from overseas cannabis related businesses (“CRBs”), even where lawful or licensed in the relevant jurisdiction, could commit an offence under the U.K. Proceeds of Crime Act 2002 (“POCA”). As such, we seek to limit client account investments in issuers that derive revenues from CRBs. In addition, where POCA is applicable, we may purchase financial instruments for our clients from issuers where, following due inquiry and diligence, we are satisfied that the CRBs are considered lawful, have no suspicion that any remittances to clients will be derived from the proceeds of unlawful cannabis activities or using reasonable judgment, consider that remittances from the issuer to our clients would not be an offence under POCA. To the extent any clients hold financial instruments of an issuer which later exposes the clients to revenue from the issuer’s unlawful activities including cannabis activities and which could result in an offence being committed under POCA, CSA or other applicable law, we will take such steps as are required by law or are reasonably necessary, which can include: (i) disposing of the financial instrument acquired; (ii) filing a suspicious activity report (“SAR”) with the relevant authority with respect to the proceeds from the relevant issuer; or (iii) doing both (i) and (ii) if the suspicion has arisen after the revenues have been received. We will not for legal and/or regulatory reasons be able to notify or inform any client that an SAR has been filed. Changes in laws or regulations (if enacted) could result in the removal or relaxation of the limitations described above with respect to investments in CRBs. Any of the above limitations can impact the potential returns of client accounts.

Our Proxy Voting Policy and Procedures Our policy is to vote proxies in the best economic interest of our clients and based on the clients’ expressed priorities, if any. In the case of pooled accounts, our policy is to vote proxies in the best economic interest of the pooled account. Our proxy voting policy contains detailed voting guidelines on a wide variety of issues commonly voted upon by shareholders. These guidelines reflect our judgment of how to further the best economic interest of our clients through the shareholder or debt-holder voting process. We generally vote with management on routine matters such as the appointment of accountants or the election of directors. From time to time, ballot issues arise that are not addressed by our policy or circumstances may suggest a vote not in accordance with our established guidelines. In these cases, voting decisions are made on a case-by-case basis by the applicable portfolio manager taking into consideration the potential economic impact of the proposal. Not all ballots are received by us in advance of voting deadlines, but when ballots are received in a timely fashion, we strive to meet our voting obligations. We cannot, however, guarantee that every proxy will be voted prior to its deadline. With respect to non-U.S. holdings, we take into account additional restrictions in some countries that might impair our ability to trade those securities or have other potentially adverse economic consequences. We generally vote non-U.S. securities on a best efforts basis if we determine that voting is in the best economic interest of our clients.

Client Direction of Voting We will use our best efforts to implement any written client voting instructions with respect to a specific solicitation where appropriate.

Conflicts of Interest in the Voting Process Occasionally, a conflict of interest can arise in connection with proxy voting. For example, the issuer of the securities being voted may also be a client of ours. When we identify an actual or potential material conflict of interest between our firm and our clients with respect to proxy voting, the matter is presented to senior management who will resolve such issue in consultation with the compliance and legal departments.

Accounts for Which We Do Not Vote Securities Some of our clients elect to retain voting authority for themselves. If a client has a question about a particular solicitation, the client may contact its account management representative and we will try to address the client’s question. Unless we otherwise agree, we will not, however, disclose how we intend to vote on an issue for other clients’ accounts.

How to Obtain Information Regarding Proxy Voting Any client may obtain a copy of our proxy voting policy, guidelines and procedures, as well as the proxy voting records for that client’s securities, by contacting the account management representative responsible for the client’s account. 80 PGIM Credit and SCG (FORM ADV PART 2A)

Securities Lending and Proxies Clients that participate in our securities lending program should be aware that when securities are on loan, they cannot be voted by us. Under certain circumstances, we can decide not to recall loaned securities in order to vote, including if:

we deem the benefit of exercising the vote to be outweighed by the economic benefit of keeping the securities on loan or the administrative burden of calling them back;

it is impracticable to obtain the return of the securities from the borrower in time to vote; or

we are not aware of a pending vote.

Other Actions with Respect to Securities in Client Accounts Class Actions/Litigation In addition to voting rights with respect to securities held in our clients’ portfolios, there may be other rights associated with those securities, including the right or opportunity to participate in class actions. Where we agree to take action with respect to class action lawsuits relating to securities held, or formerly held, in client portfolios while managed by us, our responsibilities are generally limited to filing proofs of claim, and only for class action lawsuits generally in the U.S. Certain clients can have their custodians handle proofs of claim or handle such matters themselves. If we handle proofs of claim filings for a client, we will generally use our best efforts to file such notices in U.S. class action lawsuits in which the client is eligible to participate. In so doing, we will not inquire into the particular circumstances of any client, and largely act in an administrative capacity to permit the client to participate in the recovery of proceeds that have been awarded to the class. As a result, we will not seek to determine on an individual basis whether facts and circumstances relevant to that client would suggest that non-participation in the class action is appropriate or more advantageous to that client. For example, a client on whose behalf a proof of claim is filed can, as a result of having joined the class, waive or relinquish other claims that it might have against the target of the class action. The client might also have an interest or position with respect to the nature of the class action claim that is adverse to that of the class of plaintiffs. We would generally not be aware of those circumstances. Had the client elected to handle class action lawsuits for itself, it might have determined not to file the proof of claim in such a class action. Unlike the U.S. class action process, investors are generally required to join non-U.S. actions as named plaintiffs or to “opt-in” at commencement of the lawsuit. This “opt-in” process usually requires an affirmative decision to join the lawsuit at an early stage in order to participate in any subsequent recovery of proceeds. The investor is also usually required to enter into one or more legal contracts for retention of counsel, funding arrangements and limitations of liability. We do not provide any legal advice or analysis to our clients, and we generally do not handle non-U.S. class actions for our clients. In addition, we generally do not act on behalf of our unaffiliated clients as a lead plaintiff in a class action lawsuit or as a plaintiff in any potential direct action.

Corporate Actions In addition to voting rights and class actions, investors from time to time have the right to participate in corporate actions in relation to securities that they hold, such as an issuer’s merger, tender offer, plan of reorganization/restructuring or dividend distribution. We typically participate in corporate actions on behalf of clients unless instructed otherwise, taking such action as we deem to be in the best interest of the clients’ accounts and consistent with the investment strategy and objectives. Securities that are out on loan pursuant to a securities lending agreement may not be able to participate in a corporate action.

81 PGIM Credit and SCG (FORM ADV PART 2A)

Out-of-Court Restructurings and Bankruptcy Proceedings In addition to voting rights, class actions and corporate actions, investors from time to time have the right to join and participate in ad hoc or official creditors’ committees in relation to distressed investments that they hold. We, at our discretion, participate in such committees on behalf of clients, unless instructed otherwise, in order to negotiate restructurings of investments (or, at our discretion, we can negotiate directly without participating in such committees). As part of the negotiations, we, on behalf of our clients, at our discretion and in certain circumstances execute agreements and commitments (e.g., restructuring support agreements, non-disclosure agreements, lock-up agreements and backstop commitments) and take other actions (e.g., commence lawsuits or otherwise participate in legal actions) in relation to such distressed investments (including with respect to investments in interests issued (or to be issued) in connection with such distressed investments). Such agreements and actions will bind clients and, in some cases, limit the actions that we can take on behalf of clients with respect to the affected investments. For example, both restructuring support agreements and backstop commitments could require the provision of indemnities that could commit clients to expend additional funds in respect of an investment beyond the acquisition price or value of such investment. Non-disclosure agreements can limit our ability to communicate with clients regarding an investment or limit the client’s ability to disclose certain information that it may receive from us relating to the investment. Lockup agreements limit our ability to sell a security for a certain time period. In addition, in some cases we agree to bear expenses (including legal expenses) related to (i) any actual, pending or threatened insolvency (or bankruptcy or similar) proceeding or out of court restructuring or (ii) the exercise of remedies on behalf of some clients (for example, because the clients have not authorized the payment of such expenses). In such instances, these clients benefit without bearing or otherwise being subject to such expenses, whereas other clients remain responsible for their respective pro-rata shares of such expenses.

SCG Voting Client Securities SCG does not take any action with respect to the voting of proxies solicited by, or with respect to, the issuers of any securities held in client accounts. For certain client accounts, designated managers or advisers might have responsibility for voting proxies. These managers or advisers apply voting procedures and conflicts of interest policies that are disclosed to the relevant clients or otherwise made available as part of the relevant adviser’s Form ADV Part 2A. For certain other client accounts, clients retain the responsibility for receiving and voting proxies for securities maintained in such portfolios.