Morgan Stanley Wealth Management

US Investment Advisory Code of Ethics

Table of Contents

Morgan Stanley Wealth Management

US Investment Advisory Code of Ethics

Morgan Stanley Smith Barney LLC, doing business as Morgan Stanley Wealth Management, (“WM” or the “Firm”) is a registered investment adviser as well as a registered broker-dealer. The Firm provides investment advisory services and programs, generally through its Consulting Group (“CG”) business unit.

Furthermore, Consulting Group Advisory Services, LLC (“CGAS”) and Morgan Stanley Smith Barney Venture Services LLC are registered investment advisers and affiliates of Morgan Stanley Smith Barney LLC. CGAS acts solely as the adviser of the Pathway Funds. Morgan Stanley Smith Barney Venture Services LLC acts exclusively as the adviser of Morgan Stanley HedgePremier Composition Series LLC a Delaware limited liability company, which serves as a “feeder fund” that offers one or more series of units of limited liability company interests. All employees of CGAS and Morgan Stanley Smith Barney Venture Services LLC are deemed employees of the Firm and are subject to this code. Any references to “WM” or the “Firm” in this Code of Ethics include CGAS and Morgan Stanley Smith Barney Venture Services LLC.

The Investment Advisers Act of 1940 (“Advisers Act”) requires that the Firm adopt a Code of Ethics governing the standards of business conduct that apply to its advisory employees, particularly regarding their personal trading and securities account holdings. This Morgan Stanley Wealth Management US Investment Advisory Code of Ethics (“IA Code of Ethics” or “Code”) fulfills that responsibility. WM employees are also subject to the Morgan Stanley Code of Conduct and, depending on their job responsibilities, various other Compliance Manuals (such as the Morgan Stanley U.S. Wealth Management Compliance Manual) Compliance Notices, and stand-alone policies, as applicable.

This IA Code of Ethics is not intended to supersede the policies set forth in the Compliance Manuals and policies, but addresses the additional responsibilities that you have as employees, including temporary and contingent personnel, of a registered investment adviser. All references to WM employees include temporary and contingent personnel throughout this Code. Compliance with the IA Code of Ethics is the responsibility of all WM investment advisory employees and is a condition of employment with WM.

This IA Code of Ethics is effective April 6, 2021.

When acting in an investment advisory capacity, you and the Firm have a fiduciary duty to our Clients. This duty requires that you put our Clients’ interests ahead of your own and the Firm’s interests, while adhering to the highest standards of integrity. These fiduciary responsibilities apply to many investment- related activities, including, but not limited to,: sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development, and your personal investing activities. This includes the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to Clients), keeping accurate books and records and supervising personnel appropriately.

No code of ethics can anticipate every situation. Even if no specific provision of the IA Code of Ethics applies to a given situation, you are expected to follow both the letter and spirit of this Code. By following the IA Code of Ethics and other WM codes and policies, by adhering to the letter and the spirit of all applicable laws and regulations and by applying sound judgment to your activities, we can demonstrate our commitment to integrity and excellence in WM’s investment advisory and other businesses.

If you have any questions about the IA Code of Ethics or the actions subject to the Code, please contact a representative from the Legal and Compliance Division. Key contacts are listed in Appendix A.

Where applicable to your responsibilities, the IA Code of Ethics must be read in conjunction with other WM Compliance Codes, Manuals and Notices, including the following:

Employees may find the Compliance Codes, Manuals and Notices on the Policy Portal and 3DR.

The following terms are used throughout this Code, and the definitions used are for the purpose of this Code only.

“IA Access Persons” are employees of WM who have access to non-public information regarding Clients’ purchase or sale of securities, are involved in making securities recommendations to Clients or have access to such recommendations that are non-public. Employees who are considered IA Access Persons are included in Section 5.1 of this Code.

“Beneficial Ownership” refers to any Security (defined below) in which you have or share a direct or indirect pecuniary interest. “Pecuniary interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject Securities. Beneficial Ownership also includes having or sharing, directly or indirectly, the power to vote (or to direct the voting) and/or the power to purchase or sell (or to direct the purchase or sale) through any contract, arrangement, or understanding as these terms are defined in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

Your Beneficial Ownership interest ordinarily includes Securities held in the name of your spouse, domestic partner, minor children and other relatives resident in your home and unrelated persons in circumstances that suggest a sharing of financial interest (such as when you significantly contribute to the financial support of the unrelated person, or share in profits of that person’s Securities transactions). Key factors in evaluating Beneficial Ownership include the opportunity to benefit, directly or indirectly, from the proceeds of a Security, and the extent of your control over the Security.

“Business Day” means any day on which Wealth Management’s main office in New York is open for business. Unless otherwise specified, reference to a “day” means a calendar day.

“Client” means any person or entity for which WM serves as investment manager or investment adviser.

“Chief Compliance Officer” refers to the WM Investment Advisory Chief Compliance Officer (“CCO”), and where applicable, the CGAS or Morgan Stanley Smith Barney Venture Services LLC CCO.

“Covered Accounts” are accounts that are owned or controlled, in whole or in part, directly or indirectly, by IA Access Persons, their spouses or domestic partners, dependents and other persons for whom the IA Access Person, their spouse or domestic partner contributes substantial financial support. Covered Accounts include those in which an IA Access Person, their spouse or domestic partner has a beneficial interest and any accounts that an IA Access Person, their spouse or domestic partner could be expected to influence or control. Examples of Covered Accounts are included in Section 5.2 of this Code.

“Immediate Family” includes child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother- in-law, son-in-law, daughter-in-law, father-in-law, sister-in-law, brother-in-law and adoptive relationships. It may also include other relationships (whether or not recognized by law) that could lead to possible conflicts of interest, diversions of investment opportunities or appearances of impropriety that the IA Code of Ethics is intended to prevent. If you have questions about whether a particular relationship constitutes an “Immediate Family” relationship, please contact the CCO.

“Security” means any interest or instrument commonly known as a security, including:

The term Security does not include:

As a registered investment adviser, the fiduciary duties that the Firm owes to our Clients are our first priority and we must strive to avoid activities, interests, and relationships that might interfere, or appear to interfere, with our obligations and responsibilities to our Clients. Among other things, this means that you may be prohibited from engaging in a Securities transaction that involves a material conflict of interest, the appearance of impropriety or the possible diversion of an investment opportunity for yourself that may be also appropriate for your Clients.

Compliance with the requirements of the IA Code of Ethics will not automatically insulate from scrutiny a transaction that may be contrary to your fiduciary responsibilities. For example, if you wish to purchase (or sell) a particular Security for your own account, you should always first consider whether that trade would benefit any of your Clients. If you have any doubt regarding the propriety of any Securities transaction—personal or otherwise—you should consult with your supervisor or the Legal and Compliance Division before taking any action.

At all times when dealing with advisory Clients, you should be mindful of the following core principles:

As a WM employee, you are already subject to several policies that explain your obligations to Clients, the Firm and the public. These policies are included in the Code of Conduct, Compliance Manuals and stand-alone policies. Policies in the areas listed below have particular relevance to your activities as an employee of a registered investment adviser:

All WM employees are subject to the requirements set forth in the WM Employee Trading Policy. In accordance with 204A-1, all IA Access Persons are subject to the reporting obligations described herein. Furthermore, certain IA Access Persons are subject to additional obligations and restrictions that are described in Sections 6 and 7. This Section provides examples of IA Access Persons, Covered Accounts, and describes the reporting and personal trading requirements.

IA Access Persons are employees who have access to non-public information regarding Clients’ purchase or sale of securities, are involved in making securities recommendations to Clients or have access to such recommendations that are nonpublic. For purposes of this code, the following employees have been identified as IA Access Persons:

Any GIO employee who is exclusively acting in a Research capacity is not considered an IA Access Person.

Please note that the definition of an IA Access Person under the IA Code of Ethics differs from the same term used in other contexts. For example, under the Code of Conduct, Morgan Stanley Management Committee members and Managing Directors are “Access Persons” and subject to additional restrictions with respect to trading in Morgan Stanley securities.

If you have any questions regarding whether or not you are an IA Access Person, please contact the Legal and Compliance Division.

If you are an IA Access Person, the personal trading requirements under the IA Code of Ethics only relate to your Covered Accounts. Covered Accounts include:

any account that is owned or controlled, in whole or in part, directly or indirectly, by you, your spouse or domestic partner, dependents and other persons for whom you, your spouse or domestic partner contributes substantial financial support. This includes accounts in which you, your spouse or domestic partner have a Beneficial Interest and accounts that you, your spouse or domestic partner could be expected to influence or control.

What is considered a Covered Account? The following are some examples of Covered Accounts:

Not Considered Covered Accounts: The following types of accounts are not Covered Accounts:

Discretionary Managed Accounts: If you have granted full discretionary authority for an account to Morgan Stanley Wealth Management or another investment manager where you are not the manager, the account is not subject to the obligations set forth in Section 7. However, all managed accounts are subject to the reporting requirements set forth in Section 5.3. You may establish investment guidelines for the manager to follow; however, those guidelines may not be changed so frequently as to give the appearance that you control or are directing the account’s investments.

Outside Accounts: Please note that accounts held outside of WM are deemed Covered Accounts even if you have received prior written approval for the account.

If you are uncertain as to whether an account is a Covered Account, please consult the Legal and Compliance Division.

All IA Access Persons are subject to the following three reporting requirements relating to their Covered Accounts. If you are an IA Access Person, your manager or the Compliance Department will contact you in connection with each of these requirements.

All employees must provide the following within ten (10) days of becoming an Access Person:

If you are an IA Access Person and maintain your accounts at WM, or if you have obtained approval from Morgan Stanley to maintain your account(s) outside of WM, you have satisfied the requirement to provide quarterly transaction information to management. From time to time, you may be required to provide additional information upon request from the Compliance Department.

IA Access Persons must annually submit the following information (which may be contained in duplicate account statements) relating to their securities holdings in Covered Accounts. All such information must be current within 45 days of the date of the submission:

Annual Holdings Reports are facilitated through the Annual Certification of Employees (“ACE”) process, which is generally administered during the second quarter of the calendar year.

Consistent with Firm policies, IA Access Persons, including their immediate family members, are prohibited from purchasing shares of equity initial public offerings (“IPO”). IA Access Persons are also prohibited from purchasing new issue debt and preferred equity that is convertible into common stock. Please see the WM Employee Trading Policy or the Global Employee Trading, Investing and Outside Business Activities Policy, as applicable to you, for more details.

Consistent with Firm policies, IA Access Persons are required to obtain pre-approval before purchasing or participating in Private Investments as described in the WM Private Investments Policy or the Global Employee Trading, Investing and Outside Business Activities Policy, as applicable to you. For the purpose of this Code of Ethics, Private Investments include, but are not limited to, investments in private businesses, hedge funds, private equity funds, limited partnerships, and peer-to-peer lending clubs (“Limited Offerings”).

In addition to the obligations previously described, certain IA Access Persons are subject to the following restrictions and obligations.

MAPS Portfolio Managers and Portfolio Associates (collectively, “MAPS Portfolio Managers”) have unique access to sensitive information related to WM’s investment advisory activities. In order to avoid even the appearance of conflict, certain restrictions are placed on the personal trading of MAPS Portfolio Managers. Therefore, in addition to any trading restrictions described in other Firm policies, procedures or codes, MAPS Portfolio Managers are prohibited from purchasing or selling in their Covered Accounts the same Security the same day the manager has added or removed a Security in their model as well as any Security increased or decreased within the model. Trades in derivatives of the security in the Covered Accounts are also prohibited on trade date. Other IA Access Persons are not subject to this restriction.

Portfolio Management FAs (“PM FAs”) are prohibited from purchasing or selling in their Covered Accounts the same Security (or derivative of the same Security) as their Client(s) if the PM FA’s personal trade is executed the same day and prior to a Portfolio Management Client’s trade that the PM FA initiates. This prohibition does not apply to the PM FA’s personal trading that is executed as part of a block order along with other Client accounts.

PM FAs may trade in their Covered Accounts within two hours after the last trade of the same Security for their Clients, as long they do not receive a better price than their Portfolio Management Clients, subject to a de minimis exception, and trade on the same side of the market.

PM FAs may trade options in their Covered Accounts as long as their options trade is executed after the last Client trade of the underlying Security is executed that same day, and only if their trading does not present a conflict with the Client’s trades.

PM FAs may not trade in their Covered Accounts the same Security opposite their Portfolio Management Clients during the same trading day.

Employees in Portfolio and Trading Solutions, MAPS Portfolio Managers, the Custom Solutions and Wealth Advisory Solutions groups under Portfolio & Investment Manager Solutions, CGAS Investment Officers, members of the Investment Solutions Investment Committee, voting members of the Consulting Group Investment Committee, Directors of Morgan Stanley Smith Barney Venture Services LLC and members of the Morgan Stanley Smith Barney Venture Services LLC Investment Committee must receive pre-approval for every Securities transaction (as defined in Section 3.2) in their Covered Accounts. Employees must obtain pre-approval from their Designated Manager by using the Trade Pre-Clearance System (“TPC”). Once approval is obtained, the trade must be completed by the close of business on the following Business Day on which approval is given, except in cases in which systematic limitations preclude the employee’s ability to complete execution within this timeframe. Any such instance should be communicated by the IA Access Person to their manager as soon as they are aware of such a situation. For transactions that are not completed within the allotted time (other than those subject to the aforementioned systematic limitations), employees must apply to have the transaction approved again. If you are unable to complete your pre-approval through the TPC system, you may complete the WM Investment Advisory Code of Ethics Employee Pre-Trade Authorization Request Form (Appendix B)

If you believe you may have violated the law or any WM codes or policies, including the IA Code of Ethics, you must promptly notify your supervisor or the WM Legal and Compliance Division. If you observe or become aware of any illegal, unethical, or otherwise improper conduct relating to the Firm or that could have an impact on the Firm’s business reputation or its Clients—whether by another employee, a Client, a consultant, a supplier, or other third party—you must promptly discuss your concerns with your supervisor or the WM Legal and Compliance Division.

If you violate the IA Code of Ethics, you may be subject to the full range of disciplinary sanctions available to the Firm. The Firm, in its sole discretion, may also report your activities to its regulators, which could give rise to regulatory or criminal investigations.

The IA Code of Ethics forms part of the terms and conditions of your employment at WM. You will be held personally responsible for any improper or illegal acts you commit during your employment. You also could be held liable under applicable law for the actions of others if you knew or reasonably should have known about their misconduct. You are expected to cooperate and fully comply with any internal investigations or allegations of violations of the IA Code of Ethics.

Please click here to open Appendix B.

Morgan Stanley Wealth Management –Investment Advisory Code of Ethics

Employee Pre-Trade Authorization Request Form

Employee Name:

Account Name (if different) and relationship to employee:

Account Number:

Name of Financial Advisor/Private Wealth Advisor:

Broker/dealer at which account is maintained (if other than Morgan Stanley):

I request permission to effect a transaction in the security as indicated below for my own account or for another account in which I have a beneficial interest or legal title, or over which I otherwise have investment discretion. I understand the approval will be effective only for a transaction executed prior to the close of business on the day following the day approval is granted. Any transaction, or portion thereof, not completed within this timeframe will require a new approval request.

I certify that:

To Be Completed By Supervisor:

For the Custom Solutions and Wealth Advisory Solutions groups under Portfolio & Investment Manager Solutions, and CGAS Investment Officers, please send to: Franceen.Jansen@morganstanley.com

For Portfolio and Trading Solutions and MAPS employees, please send to Lauren.Hempstead@morganstanley.com