GC ADVISORS LLC

GC Advisors is a limited liability company organized in September 2008. The beneficial owners of GC Advisors are primarily persons and entities associated with Lawrence E. Golub and David B. Golub. Lawrence E. Golub and David B. Golub are the Co-Chief Executive Officers of GC Advisors. GC OPAL Advisors is a limited liability company organized in July 2017. The beneficial owners of GC OPAL Advisors are primarily persons and entities associated with Lawrence E. Golub and David B. Golub. Lawrence E. Golub and David B. Golub are the Co-Chief Executive Officers of GC OPAL Advisors. GC OPAL Advisors is separately registered as an investment adviser but is part of a common investment advisory business with GC Advisors. GCIM is a limited liability company organized in October 2010. The beneficial owners of GCIM are primarily persons and entities associated with Lawrence E. Golub and David B. Golub. Pursuant to a contractual arrangement, GCIM receives nondiscretionary subadvisory, fundraising and back office support from GC Advisors and its affiliates. GCIM is a relying adviser of GC OPAL Advisors. OPAL BSL is a series of a multi-series limited liability company organized in April 2017. The beneficial owners of OPAL BSL are primarily persons and entities associated with Lawrence E. Golub and David B. Golub, and an entity, Golub Capital Partners Holdings, Ltd., that is owned indirectly by certain pooled investment vehicles managed by us. This ownership structure is intended to assist in our compliance with relevant risk retention rules. OPAL BSL is a relying adviser of GC OPAL Advisors. GC Liquid Credit is a series of a multi-series limited liability company organized in February 2025. The beneficial owners of GC Liquid Credit are primarily persons and entities associated with Lawrence E. Golub and David B. Golub. GC Liquid Credit is a relying adviser of GC OPAL Advisors. GC Liquid Credit Sequoia is a series of a multi-series limited liability company organized in April 2026. The beneficial owners of GC Liquid Credit Sequoia are primarily persons and entities associated with Lawrence E. Golub and David B. Golub. GC Liquid Credit Sequoia is a relying adviser of GC OPAL Advisors.

Firm Overview We provide investment management services as the adviser or subadviser to pooled investment vehicles (including multiple vehicles that have elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “1940 Act”)), private investment funds and separately managed accounts (collectively, “clients”). Other than with respect to GCIM, we operate primarily out of offices in New York, Chicago, Huntersville, Greenwich, Miami, San Francisco, Dallas, London, Tokyo, Seoul, Hong Kong, and Abu Dhabi. GCIM operates out of offices in the U.S. Virgin Islands and Canada. We provide tailored investment advisory services to our clients in accordance with each account’s investment objectives, strategies, restrictions and guidelines. Other than for separately managed accounts, we do not tailor our advice to the individualized needs of any particular investor. Similarly, other than for separately managed accounts and through certain side letter agreements, restrictions on investing in certain securities or types of securities cannot be imposed by an investor. Each investor in a pooled investment vehicle or private investment fund must consider whether an investment in that vehicle meets such investor’s investment objectives and risk tolerances prior to investing. Additional information about each client is contained in the relevant client documents, which will be available to current and eligible prospective investors only through us or another authorized party. While we generally have broad investment discretion, examples of the types of instruments in which our clients typically invest include:

unitranche, senior and mezzanine loans, either directly or indirectly through collateralized loan obligations or financing securitizations (“CLOs”) or leveraged subsidiaries, revolvers, swingline facilities and other related products;

broadly syndicated loans, either directly or indirectly through CLOs, warehouse facilities or total return swaps;

corporate debt securities;

CLOs, including the junior tranches of such CLOs;

securitization liabilities and risk retention vehicles;

swaps, including credit default swaps and interest rate swaps;

other financial instruments and structured credit investments, including significant risk transfers;

interests in other pooled investment vehicles, including those that we manage and/or in which we have an interest; and

public and private equity investments, including in preferred stock, publicly traded securities and interests in operating companies.

Golub Capital Golub Capital is a U.S.-based firm founded in 1994 with principal offices in New York, Chicago, Huntersville, Greenwich, Miami, San Francisco, Dallas, London, Tokyo, Seoul, Hong Kong, and Abu Dhabi. Golub Capital has three primary business strategies: direct lending, broadly syndicated loans and credit opportunities. Golub Capital’s direct lending unit focuses on originating, underwriting and investing in unitranche, senior and mezzanine loans, directly or indirectly through a series of CLOs and leveraged subsidiaries. Golub Capital also syndicates portions of certain loans that it originates to certain of our clients and to third party investors. Golub Capital’s broadly syndicated loans unit focuses on investing in larger loans that are generally liquid in the secondary market, directly or indirectly through CLOs, warehouse facilities or total return swaps that are managed by the Advisers and/or their affiliates. Golub Capital also sponsors pooled investment funds that focus on investing in credit opportunities. Additionally, as discussed in Item 5, “Fees and Compensation”, Golub Capital acts as a subadviser to other thirdparty managers. Golub Capital advises on a “fund of funds” strategy in its role as discretionary subadviser, covering different private equity strategies such as growth equity, buyout, and secondary funds. In the future, Golub Capital could seek to create other business units on a limited and/or opportunistic basis. Most clients will invest in assets associated with one or more, but not necessarily all, of Golub Capital’s primary business strategies. There can be no guarantee that the activities of any business unit will not conflict with clients who invest in assets associated with another business unit. The Advisers are not required to offer any particular client any investment opportunities that are not within that client’s expected investment mandate. Employees and Client Assets As of December 31, 2025, the Advisers had, through services agreements, over 1,100 employees. As of December 31, 2025, GC Advisors managed client assets as an investment adviser, on a discretionary basis, in the amount of $64,405,801,349 and as a nondiscretionary subadviser in the amount of $113,444,576,782. As of December 31, 2025, GC OPAL Advisors managed client assets as an investment adviser, on a discretionary basis, in the amount of $124,304,284,578. As of December 31, 2025, GCIM managed client assets as an investment adviser, on a discretionary basis, in the amount of $110,465,951,032. As of December 31, 2025, OPAL BSL managed client assets as an investment adviser, on a discretionary basis, in the amount of $13,097,151,548. In each case, the amount of client assets listed above is guided by the SEC’s definition of Regulatory Assets Under Management, which results in figures that are materially higher than the sum of the advised clients’ net asset values. Our interpretation of Regulatory Assets Under Management counts individual assets more than once, at different levels of our capital structure. Using our internal methodology, which is a measure of gross assets that includes leverage and uncalled capital, the Advisers had over $90 billion of capital under management firmwide as of December 31, 2025. We believe this lower figure provides a better understanding of the relative scope of our investment management activities.

The following discussion represents our basic compensation and expense allocation arrangements. However, compensation and expense allocations are negotiable in certain circumstances, and arrangements with any particular client or investor vary on a case-by-case basis. This is particularly true for separately managed accounts, which typically contain more customized fee and expense arrangements than the basic compensation and expense allocation arrangements described below. All investors and clients should review the relevant client documents for complete information on fees and compensation payable to us, including, without limitation, information concerning calculation and payment methodology. Compensation Arrangements Management Fees For most clients, the fee for investment advisory and management services that we provide to clients is a base management fee, which is directly or indirectly borne by investors. The management fee rate and computation methodology varies among clients, but it is generally calculated as a percentage of the gross value of assets owned directly or indirectly by the respective client. Therefore, we benefit when client accounts and their subsidiaries incur debt or use leverage, and we generally control the amount of debt or leverage used by such client accounts and their subsidiaries. Further, because the management fee is often based on gross asset value, we have an incentive to assign valuations that are higher than would be realized upon sale. Certain client accounts exclude uninvested cash from the management fee calculation. In these cases, there is an incentive to make investments more quickly or in larger amounts than we would if we were charging a management fee calculated based on the full value of the account, including uninvested cash, or on capital commitments. Please see Item 8 at “Seeding” and Item 11 at “Conflicts of Interest – New Clients and Increases in Managed Assets”. Not all clients pay the same type or rate of fees. As such, we have a financial incentive to allocate investments that we believe might generate a higher return to those clients that pay the highest incentive fee or to otherwise increase the fee-paying asset levels for clients that pay a higher management fee. As discussed further in Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”, we are subject to various actual and potential conflicts of interest, including, but not limited to, those described above, which we attempt to identify, monitor and mitigate. Although we are subject to such conflicts, we also believe that we are effectively aligned with our clients through the economic structures of our client accounts and/or their subsidiaries. Finally, we have implemented policies and procedures, including those related to allocation of investment opportunities, reasonably designed to ensure our clients are treated fairly and equitably over time. Management fees are generally payable quarterly in arrears. However, with respect to certain client accounts, management fees could be payable quarterly in advance with a true-up at each quarter end. Management fees are generally deducted from client account assets and paid, or otherwise allocated, to us in accordance with the terms of the relevant client documents. Additionally, certain client accounts elect to be billed separately for fees or to authorize a qualified custodian to pay the investment management fees directly from the client accounts. Clients

generally have the right to terminate the advisory or investment management agreements in accordance with the terms of such agreements, but individual investors in certain clients, such as private investment funds, generally do not have this termination right by themselves. Upon termination of a client account, any prepaid, unearned fees are refunded, and any earned, unpaid fees become due and payable. We can elect, and have for certain client accounts elected, to waive fees or offer discounted fees from time to time, including by establishing and allowing certain investors to invest in new investment vehicles, as applicable, that bear reduced management fees and/or performance fees but otherwise have substantially similar terms and investment strategies as existing investment vehicles. When we enter into a side letter or other agreement to waive or discount fees for a client or investor, that client or investor will often have a more favorable economic arrangement than its peers. We can also act, on our own discretion, to waive certain fees or expenses to particular clients. Additionally, we sometimes charge lower fees on certain assets, such as broadly syndicated loan-related assets, than on other assets, such as middle market loan-related assets. Because not all assets fit precisely in one category or another, we exercise some discretion in categorizing certain assets and have an incentive to invest in assets that pay higher fees, and to categorize assets that do not fit precisely into a particular category into categories that pay higher fees. Performance Compensation Performance-based compensation, including performance payments, incentive payments and incentive allocations based on investment performance, is referred to herein as “performance compensation” regardless of the form. We receive or are entitled to receive performance compensation with respect to many of our clients. For additional information about performance compensation, please refer to Item 6, “Performance-Based Fees and Side-By-Side Management”. Certain Subadvisory Fees We serve as a nondiscretionary subadviser to certain investment funds that are advised by third-party registered investment advisers, including circumstances where we provide advice as to our pooled investment vehicles and third-party managed pooled investment vehicles. The thirdparty registered investment advisers have the ability to determine whether to invest the assets of the third-party investment funds in pooled investment vehicles advised by us or in third-party managed pooled investment vehicles. In connection with our nondiscretionary subadvisory services to this adviser, we are eligible to receive management fees and performance payments in addition to the management fees and performance payments that we receive from the underlying pooled investment vehicles that we advise. However, we and/or our affiliates can, in certain circumstances, waive certain fees such that the total management fees and/or performance payments that we receive do not exceed the amount that would have been paid to us absent such a structure.

We also serve as a discretionary subadviser to several private equity funds of funds that are advised by third-party registered investment advisers. In connection with our discretionary subadvisory services to this adviser, we are eligible to receive subadvisory fees from these private equity funds of funds. Transaction-Related Fees In connection with investments made by certain clients and as part of our advisory compensation, we and/or our affiliates often receive origination, commitment, documentation, structuring, facility, monitoring, amendment, administrative agent and/or other transaction fees from portfolio investments in which one or more clients invest or propose to invest. The potential for us and our affiliates to receive these economic benefits creates a conflict of interest, as we and our affiliates have an incentive to invest in portfolio investments that provide such benefits. To help mitigate conflicts, the benefits that we and our affiliates receive in connection with services related to portfolio companies or transactions are generally partially or fully offset against the management fees payable to us by the relevant client, as and to the extent set forth in each client’s governing documents. However, certain categories of fees (e.g., documentation fees, structuring fees, closing fees, syndication fees, underwriting fees, or original issue discount) are often part of our advisory compensation and are not always offset against management fees. Alternatively, these fees could be offset for certain clients and not others. We are not obliged to offer offsetting arrangements to any client when we offer such arrangements to other clients, except as set forth in the relevant client documents. Determining whether an economic benefit received in connection with a transaction related to a portfolio investment is deemed to be of the type that is fully, partially or not offset against management fees requires that we exercise judgment, which creates a conflict of interest between clients and us. Additionally, because our affiliates are often heavily involved in negotiating these transactions, they have an incentive to structure the transactions to generate the types of fees that would not be offset or only partially offset against management fees. In the event these benefits are only partially offset against management fees payable to us, we and our affiliates would receive higher total compensation than we and our affiliates would receive in a compensation structure that does not contain deal-related compensation or for which such compensation is fully offset. As a result, a conflict of interest exists because we have a financial incentive to originate investments besides the incentive associated with a management fee and a performance payment. In some cases, a portion of an asset is temporarily held by a non-advisory account with the intention that such asset will be sold to third parties, which could leave a client with a smaller allocation of a loan than otherwise preferred. When that portion is sold to third parties, we or our affiliates receive a fee or profit. In other cases, a portion of an asset is held by a client before a third party purchases the asset, and this could also be a source of profit for us. We have an incentive to find larger deals than our clients would ordinarily want to purchase in order to generate these transaction fees and profits. Further, these fees and profits create an incentive for us and/or

our affiliates to sell a larger portion of a loan to third parties (thereby reducing the clients’ shares of the loan) than we would in the absence of such opportunity because such sale would allow us to receive such fees or profits. To partially mitigate these conflicts, our clients generally receive their minimum desired allocations, as determined pursuant to our allocation policy, before we sell any portion of an originated investment to a third party. In some cases, we will serve in a lead role with respect to a particular originated loan. While we believe that serving in a lead role provides more attractive investments for our clients over time, this role (and the fees we or our affiliates receive in connection therewith, which are a part of our advisory compensation) could conflict with the short-term interests of our clients on any particular deal. For example, when we serve in a lead role, we are frequently required to invest in each segment of the capital structure that comprises a particular offering, which could result in our clients participating in or retaining a larger-than-pro-rata portion of revolving loans or delayed draw term loans than is otherwise desired. While the fees related to retaining these portions of revolving loans or delayed draw term loans generally benefit our clients, retaining these portions could also require our clients to reserve a sufficient amount of liquid capital to satisfy drawdown requests with respect to these loans. As a result, there is a risk that a greater portion of a client’s capital would be held in cash or other highly liquid assets than would otherwise be the case, which could adversely impact performance. Upon the closing of a particular transaction, the price attributed to various segments of a deal could be different than the eventual fair value of these assets. For example, the revolving loan portion of a deal could be overpriced initially compared to where a revolver would trade between third-party buyers and sellers. When clients receive a larger than pro rata portion of a revolving loan, the effect of the initial closing prices would be magnified. In addition, we could be required to sell a larger portion of a loan to third parties to win a mandate on a loan origination or to otherwise satisfy sponsor requests than we would otherwise prefer to sell in our capacity as investment manager to our clients. Further, we and/or our affiliates often receive fees as a part of our advisory compensation in connection with syndicating a loan and, as a result, there is an incentive to syndicate more of the loan to third parties than we would in the absence of these fees. In such cases, clients could receive smaller allocations of loans than such clients might otherwise prefer. Nonetheless, we believe that, in the long term, lead roles are integral to our efforts to secure the best investment opportunities for our advisory clients. Investment Vehicle-Related Fees We generally invest client assets through investment vehicles. For many investment vehicles, such as leveraged subsidiaries and CLOs, we and/or our affiliates serve as investment adviser, administrator, servicer and/or collateral manager, and we and/or our affiliates provide other services for which we and/or our affiliates receive management fees and/or performance compensation. Typically, when we invest in CLOs, we purchase the junior securities of the CLOs we manage (“Golub CLOs”). Investment vehicles, such as leveraged subsidiaries and CLOs, are typically used for leverage, allocation, tax or other reasons. When we invest client assets in entities that we or our affiliates advise or provide other services to, we and/or our affiliates typically make

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Overview In managing discretionary client accounts and providing recommendations to nondiscretionary client accounts, we utilize various investment strategies and methods of analysis, as described below. This section also contains a discussion of the primary risks associated with these investment strategies, though it is not possible to identify all of the risks associated with these investment strategies. The particular risks applicable to each client account will depend on the nature of the account, its investment strategy or strategies and the types of investments held in the client account. While we seek to manage client accounts so that the risks are appropriate to the return potential for the strategy of such accounts, it is often not possible or desirable to mitigate fully all possible risks. Any investment includes the risk of loss, and there can be no guarantee that a particular level of return will be achieved. Investors should understand that they could lose some or all of their investments and should be prepared to bear the risk of such potential loss.

Investors should be aware that, while we do not limit our advice to particular types of investments, mandates could be limited to certain types of investments (e.g., corporate debt) and therefore not be diversified. Investors are responsible for appropriately diversifying their assets to reduce the risk of loss. Past performance is not necessarily indicative of future results, and all investors should be prepared to lose the value of their investments. Methods of Analysis and Investment Strategies We invest for our clients primarily in unitranche, senior and mezzanine loans, broadly syndicated loans and corporate debt securities, CLOs and securitization liabilities, pooled investment vehicles and public and private equity investments. For the majority of our clients, we invest (directly, or indirectly through leveraged subsidiaries or CLOs) in loans to U.S. middle market companies. Investments in CLOs are typically in the junior tranches of Golub CLOs. Our non-domestic clients typically purchase middle market loans after they are structured and originated by domestic entities. For some clients, we also invest in broadly syndicated loans (directly or indirectly through CLOs, warehouse facilities or total return swaps). We generally seek to purchase for our clients carefully selected, well-structured, high-quality, performing corporate loans and related investments at discounts to face value and at attractive yields to maturity. We also invest in opportunistic credit and securitization liabilities (including, without limitation, risk transfer transactions or assets related to asset-backed financing arrangements). Our goal is to provide clients with attractive returns with less risk than many corporate fixed income alternatives, such as junk bonds and certain unsecured investment grade debt. However, there is no guarantee that we will be successful in achieving this goal. We primarily make our investment strategies available through the clients we advise. The client documents for each client describe in more detail the specific investment strategies and guidelines for, and risks associated with, those clients. To evaluate potential investments, we use a combination of analyses, including:

fundamental analysis of a business’s financial statements, health, management, competitive advantages, competitors and markets;

cyclical analysis of opportunities in a given market based upon fluctuations due to seasonal, financial and economic factors;

quantitative analysis of the relative risk-return characteristics of investments and a comparison of yields between asset classes and other indicators; and

analysis of proprietary and secondary models to evaluate potential investments.

With respect to Golub CLOs, our clients generally purchase the junior interests of the CLO capital structure, using the CLO structure as an efficient means of obtaining leverage. We could also purchase a portion of the junior interests of the CLO capital structure to the extent required to comply with applicable law, including through OPAL (as discussed in Item 10, “Other Financial Industry Activities and Affiliations”). With respect to CLOs managed by third parties, we seek to capitalize on market inefficiencies and determine where value lies within and across different asset classes. Our clients could also sell equity tranches of CLOs, and we could manage CLOs for external investors. Based upon a combination of bottom-up analysis of the individual investment and our expectations of future market conditions, we seek to assess the relative risk and reward for each investment. We seek to mitigate the risks of a single company or single industry through portfolio diversification. Additionally, for each client, we assess the appropriateness of each investment. We have the discretion to consider qualitative and reputational risks in the investment decision making process, in accordance with our Responsible Investing and Corporate Responsibility policy. In general, we seek to identify and assess risk factors related to operational practices, policies, and impacts and that we believe could materially impact the performance of potential investments prior to making such investments. We typically evaluate the materiality of such risk factors based on our assessment of their potential contribution to the credit risk of the investment. Investment professionals are expected to highlight for the investment committee any such material concerns identified in the due diligence process. Investment Risks Prospective investors should carefully evaluate the following considerations and other risks before making an investment. Investing involves the potential for loss, and not all risks can be mitigated. The client documents for each client describe in more detail the specific investment strategies, guidelines and risks of those clients. Risks Related to the Advisers and our Affiliates This section applies to all advisory businesses within Golub Capital. Regulatory and Litigation Risk We participate in a highly regulated industry and are subject to formal and informal examinations, inquiries, audits and reviews and could be subject to regulatory investigations and enforcement actions, in each case, from numerous regulatory authorities. As a Registered Investment Adviser, we are subject to the Advisers Act, the rules adopted thereunder and SEC or Staff interpretations thereof, all of which are subject to change. Unpublished or changing Staff interpretations could contradict the advice of our outside counsel, which could expose us and our clients to regulatory scrutiny. There can be no assurance that we and our affiliates will avoid regulatory investigations or enforcement actions. Changes in regulation or regulatory interpretations could increase the costs and risks to which we and our clients are subject.

There is a material risk that applicable governmental authorities and regulators in the United States and other jurisdictions will adopt new laws and regulations (such as tax, privacy and anti-money laundering laws and regulations), change existing laws and regulations, and enhance the interpretation or enforcement of existing laws and regulations. There is also a material risk that any such change or event could be burdensome for us, our clients and/or the obligors of underlying loans that our clients invest in. Such event or change could adversely affect us and our ability to operate and/or pursue our management strategies on behalf of our clients. Such risks are often difficult or impossible to predict, avoid or mitigate in advance. As a result, there can be no assurance that any of the foregoing will not have an adverse impact on our business or our clients. From time to time, we could take certain actions that we determine are necessary, appropriate or in the best interests of our clients to mitigate the application or impact of certain laws or regulations. We and/or any of our respective principals and/or employees could also be named as a defendant in, or otherwise become involved in, litigation. Litigation and regulatory actions could be time consuming and expensive and could lead to unexpected losses, which expenses and losses could be subject to indemnification by our clients. Legal proceedings could continue without resolution for long periods of time and their outcomes, which could materially and adversely affect our clients or our ability to manage our clients’ accounts, are often impossible to accurately predict. We would likely be required to expend significant resources responding to any litigation or regulatory action, which could be a distraction from our business activities. Our clients’ investment activities subject them to the risks of becoming involved in litigation by third parties. This risk could be somewhat greater if the client, holding company or other investment vehicle were to exercise control or significant influence over a company’s direction. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would, absent willful misconduct, bad faith, fraud or gross negligence, typically be borne by the client and could reduce net assets. We and others are indemnified by our clients in connection with such litigation, subject to certain conditions. Investors could be required to repay distributions to our fund clients, subject to certain limits, if required to fund indemnification payments to us or others. Risks Related to Responsible Investing and Corporate Responsibility We maintain a Responsible Investing and Corporate Responsibility policy and seek to identify and assess certain risk factors related to operational practices, policies, and impacts in certain clients’ investment processes in accordance with our policy and subject to our fiduciary duty and any applicable legal, regulatory or contractual requirements. There is no guarantee that we will be able to successfully implement our policy. In addition, applying such risk factors to investment decisions is qualitative and subjective by nature, and there is no guarantee that the criteria we utilize, or any judgment we exercise, will reflect the beliefs or values of any particular investor. Our interpretations and decisions could differ from others’ views and could also evolve over time. In addition, in evaluating an investment for our clients, we will, in certain instances, depend upon relevant information and data provided by third parties, the portfolio company and/or

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We provide investment advisory and management services to business development companies, private investment funds, separately managed accounts, CLOs and other pooled investment vehicles. Many of our clients invest some or all of their capital in other entities that we manage. The terms and conditions of client accounts vary depending on the type of services provided or the type of client, and these terms and conditions could vary even among similar clients receiving similar types of services. Furthermore, while we generally do not impose an investment minimum on our clients, certain clients, such as private investment funds, often impose investment minimums for investors in such funds. These investment minimums, if any, can be found in the applicable client documents. We reserve the right to reduce or waive any investment minimums that are required of investors. In some cases, we require that investors meet certain qualification standards, including as required to conform to certain Securities Act or Investment Company Act exceptions or exemptions.

As discussed in Item 5, “Fees and Compensation”, we receive allocations or fees based on the investment performance of certain clients. These performance payments could be up to 20% of the profits of the applicable fund or account. Our performance-based arrangements are subject to Section 205(a)(1) of the Advisers Act, to the extent applicable. The Advisers Act and rules thereunder, including Rule 205-3, permit us to receive various types of performance fees from certain types of clients, including qualified clients, private investment funds relying on Section 3(c)(7) of the 1940 Act, non-U.S. persons and business development companies. We take steps to ensure that performance-based arrangements comply with applicable law.

Performance-based arrangements create an incentive for us to recommend investments that are riskier or more speculative than those that might be recommended under a different fee arrangement. Performance-based arrangements also create an incentive to favor higher fee-paying accounts over lower fee-paying accounts in the allocation of investment opportunities. Additionally, under a performance-based structure, we generally benefit when capital gains are recognized and, because we determine when an investment is sold or we could be involved in negotiating the full or partial refinancing of such asset, we could, in such instances, control the timing of the recognition of capital gains. Because our performance-based arrangements often contain a hurdle or preferred return rate, we have an incentive to use leverage and to invest in assets that we expect to surpass the hurdle or preferred return rate, which could result in our clients using excessive leverage and/or making riskier investments than they otherwise would have in the absence of such hurdle or preferred return rate. We also have an incentive to favor new accounts to the extent that such accounts pay higher fees and/ or provide us a greater potential to earn performance-based compensation. For additional information about our incentives to more quickly invest assets for certain new accounts, please refer to Item 8 at “Seeding” and Item 11 at “Conflicts of Interest – New Clients and Increases in Managed Assets”. Certain of us, our affiliates and our principals and/or personnel own interests in affiliated pooled investment vehicles or operating companies in which clients invest or to which we provide investment management services and could acquire interests in certain client accounts. This creates an incentive for us to favor those clients and client accounts, including by investing a client in such an underlying affiliated vehicle, and could create other conflicts of interest. In determining the base of the performance compensation, many of the assets in which our clients invest do not have readily observable values, and we therefore determine the fair value of these and certain other assets. Because our compensation is based, in part, on valuations of assets and performance, there is an incentive to assign valuations that are higher than could be, or ultimately are, realized upon sale, and to mitigate such conflict, we value such assets in accordance with applicable accounting principles, governing documents and our policies and procedures. Conflicts of interest arise when we manage accounts that pay performance-based allocations or fees alongside accounts that do not pay such allocations or fees. Conflicts of interest also arise when we manage accounts that pay such allocations or fees at different rates, pursuant to different calculation methodologies (e.g., high water mark or hurdle rate) or based on different metrics (e.g., whether based on all gains or only on realized gains). Conflicts of interest can arise where performance payments are reduced or eliminated, and obligations to return performance payments are incurred or increased, to different degrees due to differences in the performance of the various funds and accounts. In these circumstances, an incentive exists for us to allocate investment opportunities that we believe might be more favorable to accounts that pay us performance-based compensation, accounts that are calculated in a manner more favorable to us, accounts for which we are not required to return or reduce any performance compensation, or accounts in which we, or an affiliate, have an ownership or other economic interest.

To address the conflicts of interest associated with the allocation of trading and investment opportunities, we have an investment allocation policy and trade allocation procedures that govern the allocation of portfolio transactions and investment opportunities across multiple advisory accounts. This policy requires us to treat each of our advisory clients in a manner consistent with our fiduciary obligations and avoid favoring any particular advisory account because of our ownership or economic interests, or those of our affiliates, officers or employees, in such advisory accounts. Our allocation policy seeks to ensure that we allocate investment opportunities across accounts fairly and equitably over time based upon our policies and procedures. It is also designed to comply with exemptive relief granted to us in connection with co-investments to the extent the opportunity involves one of our business development company clients. These conflicts and certain mitigants are discussed further in Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”.

Other companies owned directly or indirectly by Lawrence E. Golub and/or David B. Golub are engaged in the financial services business. In some cases, we have business relationships with related companies that are material to our advisory business or to our clients. We refer to such companies that are under common control with us as “relevant parties”. These arrangements are described in more detail below and, in some cases, could cause our, or a relevant party’s, interests to diverge from the best interests of a client. FINRA Registered Representatives As part of launching certain non-traded BDCs, we were required to engage a managing dealer to provide us with managing broker dealer services. The managing dealer is a broker-dealer registered with the SEC and a member firm of the Financial Industry Regulatory Authority (“FINRA”) and has certain responsibilities related to the distribution of Golub Capital Private Credit Fund (“GCRED”), Golub Capital Private Income Fund I (“GPIF-I”) and Golub Capital Private Income Fund S (“GPIF-S”). As part of the engagement, several of our employees became

FINRA-registered representatives, allowing them to sell such securities. These individuals are considered dual-hatted employees of both the Advisers and the managing dealer. Please see additional discussion in Item 11 at “Conflicts of Interest – Dual-Hatted Employees”. Relevant Pooled Investment Vehicles and Registered Investment Companies Many of our clients are pooled investment vehicles. We advise various private investment funds and pooled investment vehicles that are relevant parties. Our clients could invest in these vehicles. Currently, such pooled investment vehicles advised by GC Advisors are the business development companies, Golub Capital BDC, Inc. (“GBDC”), Golub Capital Direct Lending Corporation (“GDLC”), Golub Capital BDC 4, Inc. (“GBDC4”), Golub Capital Direct Lending Unlevered Corporation (“GDLCU”), GCRED, GPIF-I and GPIF-S (together with GBDC, GDLC, GBDC4, GDLCU, GCRED, and GPIF-I, the “Golub BDCs”). We, our affiliates, and our respective officers and employees, also have certain interests, including deferred fees, in our pooled investment vehicles. We rely on our officers and employees who also serve as officers, directors and/or general partners of certain investment funds and other investment entities. In the future, certain relevant parties could form similar limited partnerships to those that we currently manage. We, our employees and/or relevant parties often enter into financing arrangements with clients or make loans or otherwise advance money to clients for operational ease, to ensure timely funding of negotiated investments, to assist with loan origination and seasoning and/or for other purposes we determine to be necessary or appropriate. We seek to assure that the terms associated with any such financing arrangement, loan or monetary advancement, including the interest charged, shall, in the aggregate, be no more favorable to us, our employees and/or the relevant parties than could be obtained in an arm’s-length transaction. Sponsors of Limited Partnerships A number of entities that serve as general partner to funds we advise are relevant parties. These and other relevant parties could sponsor limited partnerships to which we are or become the investment adviser or subadviser. Such limited partnerships would become our clients or become vehicles through which our clients invest. Related Operating Companies We manage related operating companies. In our capacity as investment adviser, we have the ability to direct or recommend our clients to invest in these operating companies. As a result, there is a conflict of interest because we could benefit when our clients invest in these operating companies as compared to when our clients invest in unaffiliated operating companies. For example, we or our personnel could have additional equity and/or equity incentive considerations in such operating companies.

One related financial industry activity that we engage in through domestic entities is the origination of loans. While these loans are typically invested in by our advisory clients, this origination business is distinct from our advisory business. We have a financial interest in recommending the loans that we originate to our advisory clients and, therefore, a conflict of interest exists. We could also originate loans that are larger than the aggregate hold size desired by our advisory clients. A conflict of interest exists, because, as part of our advisory compensation with respect to certain clients, we are permitted to retain a portion or all of the transaction fees in connection with these loans or make money from selling the excess portion of such loans. We have a financial interest in originating large loans and selling the portion of such loans that our advisory clients do not wish to hold. To the extent we are unable to sell the excess portions of these loans, one or more clients could hold an allocation of such loans greater than expected or desired, which could increase the clients’ risk. There is no guarantee that we will be able, nor do we have any obligation, to sell these excess portions of loans. As discussed further in Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”, we are subject to various conflicts of interest, including, but not limited to, those described above, which we attempt to identify, monitor and mitigate. Further, we have implemented policies and procedures reasonably designed to ensure our clients are treated fairly and equitably over time. Finally, we believe that we are effectively aligned with our clients through the economic structures of our client accounts and/or their subsidiaries. We believe that these factors, together with our commitment to put investors first, help to mitigate the risks associated with such conflicts of interest. From time to time, where an investment opportunity exceeds client capacity, ideal asset exposure levels, or we otherwise determine that a portion of such investment is not desirable or appropriate for certain clients, we can make such investment or a portion thereof available to other clients or third parties as a co-investment opportunity. Co-investment opportunities can be awarded in our discretion, which we can use to foster relationships with clients, investors, potential investors or others or for such other reasons we determine to be consistent with our interests. No client or investor should, absent an agreement with us to the contrary, expect to participate in any co-investment opportunity. OPAL In connection with leverage obtained through Golub CLOs, we intend to comply with the Risk Retention Rules. Certain of our affiliates and principals own 20% of an OPAL entity and certain of our clients own the remainder. Each OPAL entity is a majority-owned affiliate or a “sponsor” as determined under the U.S. Risk Retention Rules, and an OPAL entity has acquired and is expected to continue to acquire the Retention Interest in certain Golub CLOs collateralized by broadly syndicated loans originated after the effectiveness of the U.S. Risk Retention Rules. An OPAL entity also acquired the Retention Interest in middle-market CLOs executed between the date of the effectiveness of the U.S. Risk Retention Rules and early 2019. However, beginning in 2019, holding companies (other than OPAL) have acquired the Retention Interest. Beginning in

2025, one or more newly created entities in which certain of our affiliates and principals own varying amounts (not expected to exceed 20%) began acquiring the Retention Interest in certain Golub CLOs collateralized by broadly syndicated loans. As used herein, “OPAL” shall refer both to (i) the strategy used to comply with the requirements of the Risk Retention Rules and (ii) the entities created to respond to the Risk Retention Rules. We have the ability to modify the OPAL structure at any time if it is determined that the U.S. Risk Retention Rules do not apply to one or more categories of Golub CLOs. Recommendations of Other Investment Advisers We, or our affiliates, could encourage qualified investors with whom we have a preexisting relationship to invest in other entities that we, or our affiliates, manage or in which we, or our affiliates, have invested or have an ownership or economic interest. We do not typically recommend or select third-party investment advisers for our clients, though we can recommend or select funds managed by third-party investment advisers for vehicles in which we serve as investment adviser or subadviser.

Trading Code of Ethics We have adopted a Code of Ethics for all employees of the firm describing our standards of business conduct and the fiduciary duties we and our employees owe to our clients. The Code of Ethics is reasonably designed to minimize conflicts of interest and prevent violation of federal securities laws. The Code of Ethics generally prohibits trading restricted securities and provides procedures governing personal securities transactions of employees that contain certain preclearance, regular reporting and other requirements that are designed to mitigate the risk of insider trading or securities trading on the basis of material non-public information in our possession and any other trading activities that are illegal or adverse to the positions we take on behalf of our clients. Examples of other areas that our Code of Ethics and our compliance manual address include:

employee conduct;

conflicts of interest;

political contributions;

gifts and entertainment;

outside business activities;

confidentiality of information;

manipulative trade practices; and

initial public offerings and private offerings.

All of our employees acknowledge the terms of the Code of Ethics upon commencing employment at the Firm and at least annually thereafter. Employees are obligated to report violations of the Code of Ethics to the Co-Chief Compliance Officers. We will provide a copy of our Code of Ethics to clients or prospective clients upon request. Our contact information appears on the cover page of this Brochure. Conflicts of Interest – General We are subject to various conflicts of interest, including, but not limited to, those described in this Brochure, which we attempt to identify, monitor and mitigate. Further, we have implemented policies and procedures reasonably designed to ensure our clients are treated fairly and equitably over time. Finally, we believe that we are effectively aligned with our clients through the economic structures of our client accounts and/or their subsidiaries. We believe that these factors, together with our commitment to put investors first, effectively mitigate the risks associated with such conflicts of interest. Conflicts of Interest – Other Activities of the Advisers and their Affiliates Certain of our personnel responsible for managing the Advisers also oversee the activities of multiple client accounts and other business activities of the Advisers and their affiliates. In addition, many of our clients do not generally have a dedicated portfolio manager; nor do our portfolio managers typically receive a material portion of their compensation from the performance of the clients that they manage. Conflicts of interest exist in allocating the time, services and functions of personnel responsible for managing multiple client accounts. There is an incentive to devote resources, time and attention to investments or business lines based on the possibility of earning fees or other benefits associated with such investments or business lines, even though such investments or business lines might be of little or no benefit to any particular clients or our clients as a whole. Neither the clients nor any investor will have any rights in or to other ventures of the Advisers or their affiliates or the returns of these ventures, solely in their capacity as a client or investor, as applicable. Conflicts of Interest – Investment Activities As described in Item 7, “Types of Clients”, we provide investment advisory services to various clients, including BDCs, private investment funds, pooled investment vehicles and separately managed accounts. We are permitted to give advice and/or take actions with respect to any client account we manage, for our own account or for the account of an employee, which differ

from the advice we give and the actions we take on behalf of other accounts. We are not obligated to recommend, buy or sell, or refrain from recommending, buying or selling any security that we, or our employees, buy or sell for our or their own accounts or for the account of any client. We, or our employees, are permitted to invest in securities held by accounts that we manage, except to the extent these investments violate our Code of Ethics or applicable law. When a person is responsible for portfolio management of multiple advisory accounts, that person will have a conflict of interest in connection with investment decisions to the extent that such person has an incentive to favor the account in which he or she is invested or otherwise entitled to share in the returns or fees. From time to time, our employees or relevant parties invest or otherwise have an interest in securities owned by or recommended to our clients. Moreover, such persons could invest or otherwise have an interest, directly or indirectly, in the Golub BDCs or the private investment funds we advise that invest in securities held in other accounts that we also advise. Additionally, we and/or relevant parties often enter into financing arrangements with clients or make loans or otherwise advance money to clients for operational ease, to ensure timely funding of negotiated investments, to assist with loan origination and seasoning and/or for other purposes that we determine to be necessary or appropriate. In such arrangements, we have a conflict of interest between our obligation to act in the best interest of our clients and our own best interest. The terms associated with any such financing arrangement, loan or monetary advancement, including the interest charged, shall, in the aggregate, be no more favorable to us and/or the relevant parties than could be obtained in an arm’s-length transaction. As these situations involve conflicts of interest, we have implemented policies and procedures relating to personal securities transactions, insider trading and side-by-side management, including the Code of Ethics, which are designed to identify actual and potential conflicts of interest, to prevent or mitigate actual conflicts of interest and to resolve such conflicts appropriately as they arise. Conflicts of Interest – Golub Capital Proprietary Account Activities We and our affiliates have multiple proprietary accounts that engage in activities that are expected to both benefit and compete with current clients. At present, we and/or our affiliates are engaged in the following activities: (i) syndication, (ii) market making in certain debt instruments, (iii) going “on risk” with a view of subsequently profiting from the increased price of an investment, (iv) season-and-sell activities on behalf of one or more other clients and (v) potentially seeding new client portfolios. First, we or our affiliates through our proprietary accounts are engaging in syndications, which involves the balance sheet purchasing alongside current clients with the intention of selling all or some such interests to third parties, as discussed further in Item 8 at “Syndication Risk”. This practice would be expected to benefit the clients in that it assists us in becoming a more attractive counterparty because we or our affiliates are able to act as a lead or co-lead arranger because we can purchase a larger portion of the interests of an issuer, and be able to sell these onto thirdparties. Conversely, these activities will benefit us, and not our clients in instances where we could

earn transaction and other fees that would not benefit our clients, and the amounts earned will not reduce or offset management fees. Second, from time to time we have the opportunity to purchase or sell debt on the secondary market and will do so often when we can match the buy and the sell side. In these types of transactions, we may make short-term trading profits for our own benefit. However, we may not always enter a trade with a view of profiting in the short-term. Additionally, we may make a secondary investment acquisition of the same debt that is held by our clients and we may go “on risk” and seek to hold such investment for a longer time period with a view toward future price appreciation. Any profit or loss from such activities will not be for the benefit of, or to the detriment of, our clients. Third, it is contemplated that we or our affiliates will also go “on risk” in the same names that are allocated to client accounts, making additional purchases as opportunities arise to buy interests in issuers that clients already own in the secondary market opportunity. We expect to do so for our own benefit, and these purchases will not necessarily add to the initial allocations made to our clients, though these could be allocated to clients that have existing capital and appetite for that issuer’s interests as discussed further in Item 8 at “Risks Related to Strategic Transactions”. Similarly, we will invest in GP-Led Secondaries. We also expect to do so for our own benefit. At this time, we do so alongside our clients. Over time, we expect to launch a new client, which may be a commingled investment fund that is primarily dedicated to this particular strategy. These activities will result in direct competition between clients for opportunities that fall within their respective investment strategies and the inception of a new client, and for this reason, such activities will be managed with policies and procedures, as discussed further in Item 8 at “Risks Related to Strategic Transactions” and “Seeding”. Fourth, we are engaging in season and sell activities, which means we will purchase alongside clients with the view of eventually selling such assets to certain other client(s) as discussed further below at “Conflicts of Interest – Golub Capital Balance Sheet”. Fifth, we may also determine to build a portfolio of investments alongside clients with a view to ultimately sell such a portfolio to a newly-launched client or account. Such activities would benefit us, as we would likely make fees on such investments, and would also benefit the new investment vehicle that could launch with a “ramped” portfolio. Conversely, these activities would be directly competitive with our clients who may receive smaller than desired allocations of investment opportunities as a result. While we believe that certain of these activities will benefit our clients, there could also be adverse effects in the form of additional competition for investment opportunities given that certain of our proprietary accounts are expected to participate in certain investment opportunities as described above. Additionally, such activities also benefit us and our affiliates and allow us to build our assets under management and earn additional management and other fees. While this benefits us and our affiliates, we believe it also benefits our clients by enabling us and our affiliates to pursue larger transactions. We and our affiliates will engage in these practices subject to compliance policies and procedures including our allocation policy.

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Selection of Broker/Dealers We generally have the authority to determine, without obtaining specific client consent, which investments clients buy and sell, including the type, amount and price of the investments, the specific brokers/dealers used for the trades and the commission rates paid. We are also responsible for the allocation of brokerage commissions. As a general matter, we acquire and dispose of many of our clients’ investments in privately negotiated transactions that do not require the use of brokers/dealers or the payment of third-party brokerage commissions. When we do have discretion in executing portfolio transactions and selecting brokers/dealers, we seek the best overall terms available on behalf of our clients’ accounts under then current market conditions. In assessing the best overall terms available for any transaction, we consider various factors we deem relevant, including:

the breadth of the market in the instrument;

the price of the instrument;

the financial condition and capability of the broker/dealer;

the reasonableness of the commission or markup, both for the specific transaction and on a continuing basis;

the size of the order;

difficulty of execution; and

operational facilities of the broker/dealer.

We also determine the reasonableness of commissions and the quality of execution based upon several factors, including:

access to particular markets or instruments;

gross compensation paid to the broker/dealer;

financial strength of the broker/dealer;

ability to respond to investor or adviser inquiries promptly;

ability to handle a mix of trades (e.g., block trades and odd lots);

willingness and the ability of the broker/dealer to execute large or difficult trades for our clients so as to obtain best execution;

adequacy of the broker/dealer’s back office staff to efficiently handle trading activity, especially in volatile or high volume markets;

statistics on executions and the frequency of trading errors; and

overall responsiveness of the broker/dealer (e.g., how well the broker/dealer serves us and our clients).

We generally seek reasonably competitive trade execution costs, but we will not always pay the lowest spread or commission available. We are permitted to select a broker/dealer based upon services provided to us. In return for such services, we could pay a higher commission than other brokers/dealers would charge if we determine in good faith that the commission is reasonable in relation to the services provided. There is an incentive to select a broker/dealer based on such services instead of selecting a broker/dealer to receive the most favorable execution for the client. We do not currently participate in any formal soft dollar arrangements with other firms for research or any other service. Aggregation and Allocation of Orders We are permitted to combine broker/dealer orders on behalf of an account with orders for other accounts for which we, or our principals, have trading authority, or in which we, or our principals, have an economic interest. When this occurs, we will generally allocate the investments or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. We believe combining orders in this way will be advantageous to the various participants over time. However, the average price could be less advantageous to an account than if an account had been the only account effecting the transaction or had completed a transaction before the other participants. Because of our interest in some of the accounts, there could be circumstances in which an account’s transactions cannot, under certain laws and regulations, be combined with those of some of our and our affiliates’ other clients, and an account could obtain less advantageous execution than such other clients. For an additional discussion of our allocation policy, please refer to Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”.

We, and our affiliates, occasionally enter into solicitation or placement agent agreements, by which third parties receive fees based on providing client or investor referrals. Under these arrangements, the third party receives fees in part based on the size of the investment made by the referred client or investor. Typically, these arrangements last for a period of time, but fees could be paid to the solicitor or placement agent for a trailing period following termination of the arrangement. In addition, certain counterparties have established platforms to allow their clients and customers to invest in our funds through feeder funds, and these counterparties often receive compensation in connection with such arrangements.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of us or the integrity of our management. We have had no legal or disciplinary events that would be material to your evaluation of us or the integrity of our management.

We review client accounts on an ongoing basis. These reviews range from supervision of purchases and sales by our Co-Chief Executive Officers, Co-Presidents and our underwriting group to ongoing reviews of client positions by our portfolio valuation group. Investment professionals, our treasury group and the Co-Chief Compliance Officers periodically monitor the

adherence of each client’s account to such client’s investment mandate. In addition, the fund accounting and operations groups review client accounts on a monthly or quarterly basis in connection with maintaining books and records and in preparation for annual audits of certain client accounts. Apart from periodic reviews, extraordinary events (e.g., adverse developments at portfolio companies or market dislocations) may trigger additional reviews of client portfolios or individual holdings. Clients receive written reports as provided for in the relevant client documents. Certain client documents require that quarterly and annual financial statements be distributed to such client’s investors. With respect to CLOs, the independent trustees of the CLO vehicles generally prepare written reports.

We are deemed to have “custody”, within the meaning of Rule 206(4)-2 under the Advisers Act, of certain of the private funds or pooled investment vehicles that we advise. To comply with this Rule, we provide each investor in such a private fund or pooled investment vehicle with audited financial statements within 120 days following the fund’s or vehicle’s fiscal year end. To the extent that assets are contained in lower tier subsidiaries, these subsidiaries are covered by the audit procedures of the upper tier entities. If you have invested in such a fund or vehicle, and have not received timely audited financial statements, please contact us. Our contact information appears on the front page of this Brochure. Where we could be deemed to have custody over assets in separately managed accounts, we request that a qualified custodian that holds and maintains client assets send account statements to such clients at least quarterly. We urge clients to carefully review these statements and compare them to the account statements that we provide. Please contact us promptly if you do not receive such statements. In addition, we and certain of our affiliates act as administrative agent (the “Golub Agent”) to loan syndicate participants, which could include us, our affiliates and clients and other third party lenders. In connection with the Golub Agent’s role as administrative agent, monies relating to loan syndications are maintained in an account at a qualified custodian (the “Agency Account”). Each Agency Account was opened by the Golub Agent and is in the Golub Agent’s name as agent

for the loan syndicate participants. The Agency Account comingles client assets, our assets and assets of third party syndicate participants. The Golub Agent distributes the monies in the Agency Account as appropriate and consistent with the relevant loan documents. The Golub Agent does not have discretion to determine how monies are used, allocated or distributed. For example, when borrowers make principal and interest payments to the Agency Account, the Golub Agent causes these proceeds to be distributed from the Agency Account to the various lenders, generally on the same day that payments are received, strictly in accordance with the loan documents. The qualified custodian does not send account statements to loan syndicate participants. Under SEC Staff guidance, it is impermissible to receive fees from portfolio companies for providing administrative agent services with respect to the portions of loans in which our BDCs have invested under the conditions of our Exemptive Relief Order. While we believe our clients benefit from having a Golub Agent, this guidance could result in us declining to serve as administrative agent for some loans or otherwise outsourcing this function to a third party. Under SEC Staff guidance, we are deemed to have custody over client assets in the Agency Account because of the Golub Agent’s role as administrative agent to the loan syndicate participants, which include our clients. In that role, the Golub Agent has access to, and authority over, monies in the Agency Account. Although the Golub Agent has no discretion over the use, allocation, or disbursement functions, the Golub Agent has control over the Agency Account.

Generally, investors must rely on us to manage and conduct client affairs and make investment decisions. We usually receive and exercise discretionary authority in originating, structuring, negotiating, purchasing, financing, securitizing and eventually divesting investments on behalf of our clients. Further, investors will typically not be able to evaluate for themselves the merits of particular investments prior to such investments being made. This authority is generally conferred through the client documents, and we will exercise this discretion in a manner consistent with the stated investment objectives for the particular client account. To the extent that an investment is made into other investment funds or vehicles, including holding companies and CLOs that we manage, investors will also be dependent on us for management of those entities. When making investments, we observe the investment policies, limitations and restrictions of the clients we advise. For the Golub BDCs, GC Advisors’ authority to trade securities could also be limited by certain federal securities and tax laws that require diversification of investments, limit leverage, prohibit certain joint transactions and favor the holding of investments once they are made. All investments, regardless of type, must receive approval of an investment committee. Through this process, we seek to ensure that investments are compliant with the various legal, tax and other investment policies, limitations and restrictions in effect for each client making an investment.

We vote proxies relating to our clients’ portfolio investments in what we perceive to be the best interest of our clients. We review on a case-by-case basis each proposal submitted to a vote to determine its effect on the portfolio investments that our clients hold. In most cases, we will vote in favor of proposals that we believe are likely to increase the value of the portfolio investments that our clients hold. Although we will generally vote against proposals that would have a negative effect on our clients’ portfolio investments, we could vote for such a proposal if we have compelling long-term reasons to do so. We could decline to vote a proxy if we believe that doing so is in the best interest of our clients or that the cost of exercising such a vote outweighs the potential benefit to client accounts. To ensure that our vote is not the product of a conflict of interest, we require that: (1)

anyone involved in the decision making process disclose to the Co-Chief Compliance Officers any potential conflict that he or she is aware of and any contact that he or she has had with any interested party regarding a proxy vote; and

(2)

employees involved in the decision making process or vote administration are generally prohibited from revealing how such employees intend to vote on a proposal to reduce any attempted influence from interested parties.

Where there are conflicts of interest present, we have the option to disclose the conflicts to our clients and request guidance from our clients on how to vote such proxies. Generally, however, clients cannot direct us to cast a proxy vote in any particular way. Please see Item 11 at “Conflicts of Interest – Differing Investment Positions, Capital Stack Conflicts”. We will provide a record of how we cast any proxy votes and a copy of our proxy voting policies to clients upon request. Our contact information appears on the cover page of this Brochure.

Not applicable.