Morgan Stanley Eaton Vance CLO Manager LLC

Item 5 Fees and Compensation

Management Fees
As compensation for our services as a collateral manager of a CLO after its warehouse phase, we generally are entitled
to receive a senior collateral management fee and a subordinated collateral management fee (collectively, the “Collateral
Management Fees”), each as described in detail in the relevant Client’s CLO Documents. The senior collateral
management fee has a higher priority in a CLO’s priority of payment waterfall than the subordinated collateral
management fee and any incentive fee. The senior collateral management fee and subordinated collateral management
fee are typically paid quarterly in arrears, in accordance with the Client’s CLO Documents. Please consult the Client’s
CLO Documents for additional information regarding such Collateral Management Fees and Item 6, Performance-Based
Fees and Side-by-Side Management, below, for a discussion of conflicts associated with performance-based fees. We
can choose to defer or waive Collateral Management Fees and, at our option, we can rebate or discount fees for certain
investors in one or more of our Clients. When we negotiate, rebate or waive fees for one Client or investor, we are not
required to inform, or offer similar arrangements to any other Client or investor, except as agreed with such persons or
as required by applicable law.

Performance Fees
We also can receive incentive fees if and as set forth in a Client’s CLO Documents. Incentive fees are generally payable
only to the extent that funds are available for such purpose under the priority of payment waterfall in the Client’s CLO
documents and provided that certain performance hurdles relating to the internal rate of return of the Equity investors
are met on each payment date.
In lieu of incentive fees, or in addition thereto, we could receive a profits interest (in the form of “Performance Notes”
issued by the CLO) that entitles us to receive a stream of income if the Equity investors in the CLO achieve a specified
internal rate of return.
Incentive fees and Performance Notes are typically payable quarterly in arrears and dependent on certain performance
hurdles and other cash distribution constraints set forth in the Client’s CLO Documents.

CLO Warehouses
CLOs during their warehouse phase generally do not pay any collateral management fees or performance fees to us as
the collateral manager except as negotiated on a deal-by-deal basis and described in the CLO Documents relating to
the warehouse facility.

Other Fees and Expenses
In addition to the Collateral Management Fees, incentive fees or CLO warehouse fees, if any, described above and in
accordance with the terms of the applicable CLO Documents, each CLO will generally reimburse us from time to time
for certain out-of-pocket expenses related to the services we or a third-party provide to such CLO although in connection
with certain CLO warehouses, at our option, we could agree to pay such expenses without reimbursement. Additionally,
except as otherwise agreed by us in the applicable CLO Documents, each CLO will bear a variety of fees and expenses,
as described generally below, that are paid to us, our affiliates or third parties.
Organizational Expenses. Each CLO will typically pay or otherwise bear all fees, costs, expenses, and other liabilities
incurred in connection with its formation and organization, including all out-of-pocket legal, accounting, filing, capital
raising, placement agent, rating agency, printing, electronic database, travel, accommodations, meals and other similar
fees, costs and expenses (collectively, the “Organizational Expenses”) relating to the organization of the CLO, the
negotiation, preparation and execution of the CLO Documents and issuance of the CLO Securities and any other fees,
costs, expenses and other liabilities incidental thereto. In some cases, the treatment of fees, costs and expenses are
consistent from CLO to CLO while in other cases these will be specific to a particular CLO. As a result, investors should

FORM ADV, PART 2A BROCHURE                  MORGAN STANLEY | EATON VANCE CLO MANAGER LLC AND EATON VANCE CLO CM LLC      6

review the applicable CLO Documents for further information and the discussion herein is intended as a general overview
and, as such, is qualified in whole by such CLO Documents.
Operating Expenses. In addition, each CLO, subject to its CLO Documents, will typically pay or otherwise bear all of
the direct and indirect fees, costs, expenses and other liabilities or obligations resulting from or arising in connection with
its operations (collectively, the “Operating Expenses”). The Operating Expenses of a particular CLO are set forth in its
CLO Documents and can include, without limitation, fees, costs, expenses and other liabilities related to, arising from or
incurred in connection with the following:

   i.     legal advisers, consultants, rating agencies, accountants, placement agents (whether acting as initial note
          purchasers or otherwise), brokers and other professionals we, our affiliate(s) or the CLO retain or employ in
          connection with the CLO and/or the issuance of CLO Securities;
   ii.    asset pricing and asset rating services, independent review party services, appraisal services, hedging services,
          custodial, trustee, transfer agent and recordkeeping services, collateral management services, collateral
          administration services, compliance services and software, and accounting, programming and data entry
          services directly related to the CLO and/or the management of the Assets of the CLO;
   iii.   all taxes, regulatory and governmental charges (not based on our income) and insurance premiums, insurance
          retention amounts or expenses;
   iv. the acquisition or disposition of investments on behalf of the CLO (whether or not actually consummated),
...

Item 7 Types of Clients
Clients will generally be organized as exempted companies incorporated with limited liability under the laws of the
Cayman Islands. The CLOs are expected to be excepted from the definition of an “investment company” pursuant to
Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), and the securities issued by
Clients are expected to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to Regulation D and/or Regulation S thereunder, although other exceptions could be relied on in certain
circumstances.
It is expected that each Client’s CLO Securities will be offered and sold in private placement transactions only to investors
that are either (i) non-U.S. Persons in offshore transactions in reliance on Regulation S or (ii) both “qualified institutional
buyers” (as defined in Rule 144A under the Securities Act) and “qualified purchasers” (as defined in Section 2(a)(51) of
the 1940 Act), provided that certain CLO Securities are permitted to be issued to persons or entities that are both
“accredited investors” as defined in Section 501(a) of Regulation D under the Securities Act and either qualified
purchasers or “knowledgeable employees” within the meaning of Rule 3c-5 under the 1940 Act.
Additional details concerning applicable investor criteria will be provided in each Client’s CLO Documents. In most cases,
CLO Securities issued by Clients are expected to be issued in minimum denominations of $250,000, but these minimums
can be waived in certain circumstances.

FORM ADV, PART 2A BROCHURE                    MORGAN STANLEY | EATON VANCE CLO MANAGER LLC AND EATON VANCE CLO CM LLC        12