GMT CAPITAL CORP

GMT generally invests a majority of the assets of the Advisory Clients in long and short positions in common and preferred stocks, common and preferred stock derivatives, commodity and commodity-linked securities and futures contracts, and is also permitted to invest in private equity investments, bonds or other credit investments, real estate, or other asset classes both within the U.S. and outside the U.S. Although GMT’s investment advice is generally limited to these types of investments, it has a broad and flexible investment mandate. Explain whether (and, if so, how) you tailor your advisory services to the individual needs of clients. Explain whether clients may impose restrictions on investing in certain securities or types of securities. GMT provides advisory services pursuant to the Advisory Clients’ investment management agreements, offering memoranda, limited partnership agreements, and/or subscription documents, as applicable. GMT neither tailors its advisory services to the individual needs of investors nor accepts investor-imposed investment restrictions with respect to the Funds; however, GMT does allow investors the opportunity not to participate in certain classes of Fund investments, via share class selection and/or side letter agreement. When deemed appropriate for a large or strategic investor, GMT has established, and may again in the future establish, a Managed Account that will tailor its investment objectives to those of the specific investor (including restrictions on investing in certain types of securities) and/or be subject to different terms and/or fees than those of the Funds. Such investment objectives, terms and fee arrangements are individually negotiated, and it should be noted that any such Managed Account relationships are generally subject to significant account minimums. If you participate in wrap fee programs by providing portfolio management services, (1) describe the differences, if any, between how you manage wrap fee accounts and how you manage other accounts, and (2) explain that you receive a portion of the wrap fee for your services. GMT does not participate in wrap fee programs. If you manage client assets, disclose the amount of client assets you manage on a discretionary basis and the amount of client assets you manage on a nondiscretionary basis. Disclose the date “as of” which you calculated the amounts. As of December 31, 2025, GMT has approximately $6,883,254,121 of regulatory assets under management on a discretionary basis and $13,886,273 on a nondiscretionary basis.

ITEM 5 – FEES AND COMPENSATION Item 5.A

Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether the fees are negotiable. GMT is compensated for its advisory services to the Funds in the form of an assetbased management fee (the “Management Fee”) and a performance-based incentive allocation (the “Incentive Allocation”). While GMT has entered into alternative fee arrangements with certain investors of a significant size, and may do so in the future, generally fees are charged as follows: Management Fee GMT receives Management Fees totaling 0.25% (1.0% per annum) of the net asset value of each of Bay I and Bay II at the beginning of each calendar quarter to compensate GMT, in part, for operating expenses and certain administrative and advisory services provided to Bay I and Bay II; provided that, as to the net asset value attributable to any investor, GMT, in its absolute discretion, may waive its right to, or reduce the rate applicable to, all or any part of such Management Fees. The Management Fee is calculated on the first day of each calendar quarter and is payable in advance. This fee shall be taken into account in determining net income and losses of Bay I and Bay II, as relevant, and any waiver of Management Fees with respect to an investor shall be reflected in the allocation of net income or losses to such investor. The Offshore Feeder Fund pays GMT and GMT Offshore the quarterly Management Fee in an aggregate amount equal to 0.25% (1.0% per annum) of the “net asset value per share” of each sub-series of shares and shares issued with respect to Side Pocket Investments (“Series S Shares”) in advance at the beginning of each calendar quarter. A pro rata portion of the Management Fee is also paid from any subscription payment made with respect to shares purchased during a calendar quarter. No portion of the Management Fee will be refunded with regards to shares redeemed during a calendar quarter and the Management Fee is calculated prior to accrual for Incentive Allocations. GMT or the Offshore Directors (as defined below) may in its or their discretion reduce or waive all or part of the Management Fee for particular Offshore Feeder Fund investors by rebate or otherwise. The “net asset value per share” of each series and sub-series of Offshore Feeder Fund shares is determined by allocating pro rata the net asset value, as at the relevant valuation date, of the Offshore Feeder Fund among each series and subseries of shares. This amount is then adjusted to reflect any fees, costs, foreign exchange items or other assets or liabilities which are properly attributable to a specific series or sub-series of Offshore Feeder Fund shares. The resultant amount is then divided by the number of Offshore Feeder Fund shares of such series or sub-series of shares then in issue. Incentive Allocation The net income or net losses of each of Bay I and Bay II (which includes unrealized gains and losses on securities) for each calendar quarter, or other period during which GMT has permitted subscriptions or

withdrawals/redemptions (a “Fiscal Period”), are preliminarily allocated among the respective investors, including GMT, in proportion to their respective capital accounts. Such allocations are adjusted each Fiscal Period so that for each fiscal year GMT is allocated 20% of the net profits preliminarily allocated to each investor to the extent the investor is at a “high water mark” in that such net profits exceed cumulative unrecovered net losses, if any, allocated to such investor for all prior fiscal years; provided that, as to any investor, GMT, in its absolute discretion, may waive or reduce the rate applicable to such Incentive Allocation. The Offshore Master Fund makes an Incentive Allocation to GMT Offshore as general partner equal to 20% of the net capital appreciation (both realized and unrealized) in excess of any loss carry forward attributable to each sub-series of Offshore Feeder Fund shares and any associated sub-series of Series S Shares during each calendar year, or such shorter period during any calendar year that the respective shares are outstanding, with a corresponding reduction in the net asset value per share or Series S Share of that sub-series. In addition, Incentive Allocations are generally made with respect to Offshore Feeder Fund shares redeemed during a calendar year. GMT Offshore may in its discretion reduce or waive all or part of the Incentive Allocation for particular Offshore Feeder Fund investors by rebate or otherwise. GMT may also receive compensation for its advisory services to the Managed Accounts in the future but, as of the date of this Brochure, does not receive any compensation for such advisory services.

Item 5.B

It is critical that investors refer to the relevant Fund’s offering documents for a complete understanding of how GMT is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Fund’s offering documents. Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select either method, disclose this fact. Explain how often you bill clients or deduct your fees. GMT deducts fees from Fund assets. As described in Item 5.A above, GMT deducts the Management Fee and Incentive Allocation, as applicable, from Fund assets on a quarterly and annual basis.

Item 5.C

It is critical that investors refer to the relevant Fund’s offering documents for a complete understanding of how GMT is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Fund’s offering documents. Describe any other types of fees or expenses clients may pay in connection with your advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage. The Funds pay or reimburse all reasonable expenses incurred in their respective operations, including without limitation: Management Fees; all costs and expenses associated with the offering or sale of Fund interests or shares (as applicable) and related reporting and compliance (including without limitation fees and expenses of attorneys, accountants and consultants, printing and distribution costs, filing, registration and regulatory fees and expenses such as but not limited to Form D preparation and U.S. state Blue Sky and other jurisdiction

filing fees); all costs and expenses of each Fund’s administrator (including without limitation software expenses) and other third party administrators retained for each Fund’s purposes; expenses relating to each Fund’s proposed and completed investments (including without limitation fees and expenses of attorneys, accountants and consultants, due diligence costs, brokerage commissions and prime brokerage charges, ticket charges, interest and commitment fees on loans and debt balances, expenses relating to short sales, clearing and settlement charges, custodial fees, fees associated with the formation and maintenance of special purpose vehicles, bank service fees and interest on the fees and expenses arising out of borrowings by each Fund to pay expenses or for other purposes of each Fund); legal expenses (including legal expenses of GMT related to each Fund’s operations); expenses associated with each Fund’s and special purpose vehicles’ financial statements and reports, audits, tax preparation, legal expenses and any similar day-to-day business activities; all expenses incurred in connection with meetings of and reporting to current and prospective investors; all costs of maintaining each Fund’s books and records; the fees and expenses of auditors, accountants, tax filing preparers, consultants, valuation firms, registered agents and other outside advisors and service providers; expenses related to proxies and proxy voting advisory services; research related expense including independent research reports, corporate access, publications, software, quotation services and similar fees incurred by any affiliate of each Fund or GMT providing investment advisory services to each Fund or GMT; fees and expenses of consultants and investment bankers; expenses relating to derivative contracts and investments and related documentation; custody and other security related account expenses; taxes or other government charges and duties payable by each Fund; regulatory expenses, including a proportionate part of expenses incurred in the preparation and filing of reports related to the trading activities and holdings of each Fund and other GMT clients (such as but not limited to Section 13 and Section 16 reporting under the Securities Exchange Act of 1934 (the “Exchange Act”)), reports of GMT as a result of its management of each Fund and other clients (such as but not limited to Form PF reports), and similar reporting obligations imposed by non-U.S. jurisdictions; extraordinary expenses such as but not limited to indemnification, litigation or investigation costs arising from each Fund’s activities; GMT’s, each Fund’s, and directors’ (as applicable) professional liability insurance premiums; all other of each Fund’s custodial, offering, operating and portfolio transaction and maintenance costs and expenses; and such other items as may be disclosed to each Fund’s investors from time to time. Any or all of such expenses to be borne in whole or in part by each Fund may be paid pursuant to "soft dollar" arrangements, as determined appropriate by GMT. Otherwise, GMT bears most of the costs of providing management and administrative services to each Fund, including the costs of office space, equipment, supplies and utilities and staff salaries and benefits. GMT also provides certain research services and equipment used in managing each Fund's portfolio, although certain of those and other expenses may be paid using each Fund’s "soft dollar" arrangements as determined appropriate by GMT. Refer to Item 12 for information about GMT’s “soft dollar” practices. It is critical that investors refer to the relevant Fund’s offering documents for a complete understanding of the expenses borne by each Fund. The information contained in this Item 5 is a summary of the expenses borne by

Item 5.D

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It is critical that investors refer to the relevant Fund’s offering documents for a complete understanding of the fees paid by investors. The information contained in this Item 5 is a summary of the fees paid in advance and is qualified in its entirety by the relevant Fund’s offering documents. If you or any of your supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds, disclose this fact and respond to Items 5.E.1, 5.E.2, 5.E.3 and 5.E.4. Not applicable Explain that this practice presents a conflict of interest and gives you or your supervised persons an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. Describe generally how you address conflicts that arise, including your procedures for disclosing the conflicts to clients. If you primarily recommend mutual funds, disclose whether you will recommend “no-load” funds. Not applicable Explain that clients have the option to purchase investment products that you recommend through other brokers or agents that are not affiliated with you. Not applicable If more than 50% of your revenue from Funds results from commissions and other compensation for the sale of investment products you recommend to your clients, including asset-based distribution fees from the sale of mutual funds, disclose that commissions provide your primary or, if applicable, your exclusive compensation. Not applicable If you charge Management Fees in addition to commissions or markups, disclose whether you reduce your Management Fees to offset the commissions or markups. Not applicable

If you recommend primarily a particular type of security, explain the material risks involved. If the type of security involves significant or unusual risks, discuss these risks in detail. The Funds have a broad investment program involving investments in many different types of securities. Please refer to Item 8.B above and the offering documents of the Funds for a detailed description of the material risks related the types of securities invested in by the Funds.

ITEM 9 – DISCIPLINARY INFORMATION If there are legal or disciplinary events that are material to a client’s or prospective client’s evaluation of your advisory business or the integrity of your management, disclose all material facts regarding those events. Items 9.A, 9.B, and 9.C list specific legal and disciplinary events presumed to be material for this Item. If your advisory firm or a management person has been involved in one of these events, you must disclose it under this Item for ten years following the date of the event, unless (1) the event was resolved in your or the management person’s favor, or was reversed, suspended or vacated, or (2) you have rebutted the presumption of materiality to determine that the event is not material (see Note below). For purposes of calculating this ten-year period, the “date” of an event is the date that the final order, judgment, or decree was entered, or the date that any rights of appeal from preliminary orders, judgments or decrees lapsed. Items 9.A, 9.B, and 9.C do not contain an exclusive list of material disciplinary events. If your advisory firm or a management person has been involved in a legal or disciplinary event that is not listed in Items 9.A, 9.B, or 9.C, but nonetheless is material to a client's or prospective client's evaluation of your advisory business or the integrity of its management, you must disclose the event. Similarly, even if more than ten years have passed since the date of the event, you must disclose the event if it is so serious that it remains material to a client’s or prospective client’s evaluation. Item 9.A

Item 9.B

A criminal or civil action in a domestic, foreign or military court of competent jurisdiction in which your firm or a management person 1.

was convicted of, or pled guilty or nolo contendere (“no contest”) to (a) any felony; (b) a misdemeanor that involved investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, or extortion; or (c) a conspiracy to commit any of these offenses;

2.

is the named subject of a pending criminal proceeding that involves an investment-related business, fraud, false statements or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses;

3.

was found to have been involved in a violation of an investment-related statute or regulation; or

4.

was the subject of any order, judgment, or decree permanently or temporarily enjoining, or otherwise limiting, your firm or a management person from engaging in any investment-related activity, or from violating any investment-related statute, rule, or order

Not applicable. An administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority in which your firm or a management person 1.

was found to have caused an investment-related business to lose its authorization to do business; or

2.

Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts, investment companies, or pension plans. If you have any requirements for opening or maintaining an account, such as a minimum account size, disclose the requirements. GMT’s clients are the Funds and Managed Accounts. The minimum subscription per investor in Bay I and Bay II is $1,000,000, which minimum has been and may again in the future be waived, subject to certain limitations, by GMT, in its absolute discretion. Existing investors may contribute additional capital to Bay I and Bay II in the minimum amount of $10,000. Lesser amounts have been and may again in the future be accepted subject to the approval of GMT. The minimum initial investment in the Offshore Fund is $500,000 (or €500,000 in the case of Euro denominated Series G Shares). An Offshore Fund investor may make subsequent additional investments in the minimum amount of $50,000 (or €50,000 in the case of Euro denominated Series G Shares). Investments may be made in any amount in excess of such minimums. The Offshore Fund has waived and may again in the future, in its sole discretion, waive either minimum in a particular case or with respect to all investors at any time, but in no event may the initial investment be reduced below $50,000. It should be noted that any Managed Account relationships are individually negotiated.

ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Item 8.A

Describe the methods of analysis and investment strategies you use in formulating investment advice or managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to bear. Bay I, Bay II and the Offshore Fund have substantially similar investment strategies and are expected to continue investing substantially in parallel with one another. The following investment objectives and general strategies are currently employed by GMT in the management of each of the Funds. The Managed Accounts follow the same or different investment strategies. Objective and General Investment Approach The investment objective of GMT is to generate attractive returns for its investors with managed risk. In attempting to accomplish this objective, the Funds have in the past invested and may in the future invest in long and short positions in common and preferred stocks, common and preferred stock derivatives, commodity and commodity-linked securities, futures contracts, and are also permitted to invest in private equity investments, bonds or other credit investments, real estate and or other asset classes both within the U.S. and outside the U.S. either directly or through special purpose vehicles. There are no limitations as to the investments, investment structures or asset types in which the Funds may invest. GMT believes that such a portfolio of investments should have the potential to generate attractive rates of return with managed market risk. There can be no assurance, however, that GMT will actually allocate the Funds’ resources in the manner anticipated, that GMT will be successful in selecting profitable long or short positions, or that the portfolio of such investments will yield high, riskadjusted returns. Further, GMT may change, in its absolute discretion, the investment objective and policies of the Funds and there can be no assurance that GMT will not exercise such power. Short/Long Allocations GMT anticipates that the assets of the Funds will be allocated between short and long positions based on the assessment of GMT of the price level in the relevant stock markets, its macroeconomic view and the availability of attractive investments. Within the overall asset allocation, GMT anticipates that individual investments will be selected based on fundamental analysis of investment opportunities. There can be no assurance that GMT will correctly assess the price level in the relevant stock markets, that its macroeconomic view will prove to be correct or that the investments selected, either individually or in the aggregate, will be profitable. Cash Positions GMT may cause the Funds to assume positions in short-term debt instruments, money market funds or similar temporary investments pending full investment of the Funds’ capital as well as at other times deemed appropriate by GMT, such as

for defensive purposes. It is not an investment goal of the Funds to be fully invested at all times. Relationship with Portfolio Companies and Investment Restrictions GMT has in the past taken and may in the future take stock positions in companies that would enable GMT to exert influence on, and/or obtain operating control over, such companies. If such a situation arises again, GMT intends, given the operating experience of Mr. Claugus, to exert influence or control to attempt to enhance the return on the investments of the Funds over the long-term. There can be no assurance that such a situation will arise again, that GMT will be successful in asserting influence or operating control or that, if successful in asserting influence or operating control, GMT will be successful in enhancing the rate of return of the Funds. There are no limitations on the amount of money which a Fund may invest in any single security. Holding Period GMT generally establishes investment positions with expected medium to longterm holding periods although the Funds may trade actively. Active trading can be expected to increase a Fund’s trading costs. Active trading and larger allocations to short positions can be expected to increase the proportion of Fund realized gains allocable to investors that will be treated as short-term for income tax purposes. Diversification and Concentration GMT does not expect diversification of Fund investments among a large number of issuers at all times and Fund investments may be concentrated in securities of issuers engaged in one or a few industries. Futures and Commodities The Funds may invest in futures contracts and options thereon and other commodity interest positions without GMT being required to register as a Commodity Pool Operator or Commodity Trading Advisor with the Commodity Futures Trading Commission (“CFTC”) as the result of an exemption established by the CFTC. That exemption requires that, at the time the most recent position was established, either (i) the aggregate notional value of a Fund’s futures, commodity interest, foreign currency (forex) contracts and non-security-based swaps (collectively, and including options thereon, "commodity interests") not exceed the liquidation value of that Fund’s portfolio or (ii) the aggregate initial margin and premiums required to establish commodity interests do not exceed five percent of the liquidation value of that Fund’s portfolio, both after taking into account unrealized profits and unrealized losses on any such positions it has entered into. Side Pocket Investments The Funds also invest directly or indirectly in illiquid or difficult to value "Side Pocket Investments". That term refers to existing (each, a “Designated Holding”) or new (each, a “Designated Investment”) investments in securities designated or re-designated by GMT (or, in the case of the Offshore Fund, GMT or the Offshore

Directors) in its or their discretion that are illiquid or difficult to value accurately. Designation of a Side Pocket Investment, which occurs in the discretion of GMT (or, in the case of the Offshore Fund, GMT or the Offshore Directors), is typically considered in the following situations: (i) a class of securities that is not registered under section 12 of the Exchange Act, (ii) an unregistered private placement of securities that are "restricted" as defined in Rule 144 promulgated under the Securities Act or otherwise subject to restrictions on transfer, redemption or withdrawal, (iii) holdings as to which recent sale price or bid and ask quotations are no longer available, (iv) investments in another hedge fund, private equity fund, real estate fund or venture capital fund with limited liquidity and/or valuation reporting, or (v) investments or holdings that a Fund otherwise designates because it determines that the investment or holding that GMT (or, in the case of the Offshore Fund, GMT or the Offshore Directors) otherwise determines should be held until the occurrence of certain events, for an extended period of time or until reliable valuations are available. Such investments could include various private placements, investments in other private funds, debt instruments, venture capital transactions and similar opportunistic investments. Potential Changes GMT reserves the right to alter the Funds’ investment policy or strategy as deemed appropriate from time to time in its discretion without requiring investor approval and without prior notice. Co-Investment and Potential Variations The Funds are expected to invest substantially in parallel with one another. However, any Fund may make investments that the others do not, or may have more or less short exposure or employ more or less leverage than the other Funds, and the results of the Funds may vary. The Funds have broad and flexible investment authority. GMT may have other investment strategies or methods of analysis, or engage in other activities, than those described herein. It is critical that investors refer to the relevant Fund’s offering documents for a complete understanding of that Fund’s investment objectives and strategies. The information contained in this Item 8 is a summary only and is qualified in its entirety by the relevant Fund’s offering documents.

Item 8.B

An investment in the Funds may be deemed speculative and is not intended as a complete investment program. The Funds are designed only for experienced and sophisticated persons who are able to bear the risk of substantial impairment or total loss of their investment in the Funds. For each significant investment strategy or method of analysis you use, explain the material risks involved. If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your primary strategy involves frequent trading of securities, explain how frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Overall Investment Risk. All securities investments risk the loss of all invested capital. While volatility, in the judgment of GMT, may enhance investment opportunity, it often increases market risk. Many unforeseeable events, including legislative and regulatory changes and domestic and international economic and

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If you or any of your supervised persons accepts performance-based fees – that is, fees based on a share of capital gains on or capital appreciation of the assets of a client (such as a client that is a hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your supervised persons manage both accounts that are charged a performance-based fee and accounts that are charged another type of fee, such as an hourly or flat fee or an asset-based fee, disclose this fact. Explain the conflicts of interest that you or your supervised persons face by managing these accounts at the same time, including that you or your supervised persons have an incentive to favor accounts for which you or your supervised persons receive a performance-based fee, and describe generally how you address these conflicts. As described in Item 5 above, GMT and GMT Offshore receive an Incentive Allocation, which is performance-based. It should be noted that the possibility that GMT and GMT Offshore could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for GMT to effectuate larger and more risky transactions than would be the case in the absence of such form of compensation. GMT presently provides discretionary investment advisory services to the Funds, which provide GMT with compensation using substantially similar compensation structures to the extent that fees are charged. As of the date of this Brochure, GMT does not charge any fees to its discretionary and non-discretionary Managed Accounts (including performance-based fees). As such, it should be noted that GMT may have an incentive to favor the Funds over the Managed Accounts. However, one such Managed Account is non-discretionary (discussed further below) meaning GMT has less opportunity to disadvantage it, and the discretionary Managed Account is owned by the senior portfolio manager and principal owner of GMT, Thomas E. Claugus, and it is unlikely that the senior portfolio manager would make investment decisions that were detrimental to such Managed Account. Accordingly, there is currently no material potential conflict of interest related to managing accounts that provide GMT with higher performance-based compensation alongside accounts that may provide GMT with lower performance based compensation. As stated above, GMT also provides non-discretionary advisory services to an affiliated oil and gas exploration company, GMT Exploration Company LLC (“GMT Exploration”), to which it does not charge performance fees. Please see Items 10.C. and 11.B. below for more information about the relationship with GMT Exploration and how conflicts between GMT Exploration and other Advisory Clients are addressed. To align manager and investor interests, Thomas E. Claugus, the principal owner of GMT, has a substantial majority of his personal net worth invested in the Funds through his interest in GMT and directly.

If you or a related person invests in the same securities (or related securities, e.g., warrants, options or futures) that you or a related person recommends to clients, describe your practice and discuss the conflicts of interest this presents and generally how you address the conflicts that arise in connection with personal trading. GMT finds material value to its Advisory Clients (i) having its employees aligned with the interest of its Advisory Clients, (ii) observing which securities employees are seeking to invest their own money, and (iii) training employees to run their own portfolios. To support that benefit, GMT and some of its employees, affiliates or related persons are permitted to buy, sell or otherwise invest in securities for their own accounts that they also recommend to Advisory Clients. In addition, related persons are permitted to make investments in entities that themselves make investments in (i) securities recommended to Advisory Clients or (ii) securities in another layer of the capital structure of an entity that also issued securities recommended to Advisory Clients. Each transaction by a related person in a security also recommended for an Advisory Client is made strictly in accordance with GMT’s Code of Ethics. In order to manage this conflict of interest, GMT’s Code of Ethics requires related persons of GMT to obtain prior approval from the Chief Compliance Officer or his designee before engaging in any transaction in reportable securities, with certain exceptions for spousal accounts and accounts maintained by/for minor children. Employee transactions in a security are generally not allowed if there is an open order in the same security for the benefit of an Advisory Client until the earlier of the completion of such order, the cancellation of such order, or the lapse of a specified holding period, and there are additional restrictions in place on the trading of securities by the persons responsible for monitoring and recommending trades in the position on behalf of Advisory Clients. Such transactions will be reviewed in

the best interests of the Advisory Clients and will be denied by the Chief Compliance Officer if there is a risk of material adverse consequences to an Advisory Client(s).

Please see Items 10.C, 10.D and 11.B above for more information. If you or a related person recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that you or a related person buys or sells the same securities for your own (or the related person's own) account, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Please see Item 11.C above.

ITEM 12 – BROKERAGE PRACTICES Item 12.A.1

Describe the factors that you consider in selecting or recommending brokerdealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Research and Other Soft Dollar Benefits. If you receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create. a.

Explain that when you use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, you receive a benefit because you do not have to produce or pay for the research, products or services.

b.

Disclose that you may have an incentive to select or recommend a broker-dealer based on your interest in receiving the research or other products or services, rather than on your clients’ interest in receiving most favorable execution.

c.

If you may cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), disclose this fact.

d.

Disclose whether you use soft dollar benefits to service all of your clients’ accounts or only those that paid for the benefits. Disclose whether you seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate.

e.

Describe the types of products and services you or any of your related persons acquired with client brokerage commissions (or markups or markdowns) within your last fiscal year.

f.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular broker-dealer in return for soft dollar benefits you received.

The Advisory Clients pay commissions and fees to registered securities brokerdealers and other financial institutions for executing and clearing transactions on an agency basis, and enter into portfolio transactions with broker-dealers and other financial institutions as principals on a net basis or otherwise. GMT has complete discretion to determine the brokers and dealers and other financial institutions with and through whom portfolio transactions are effected, any of which may be affiliated with GMT or its Affiliates (as defined below), the prices at which principal transactions are effected and the commission rates and other fees paid. The broker-dealers or other financial institutions used by the Advisory Clients have in the past referred and may again in the future refer prospective investors for investment in the Advisory Clients managed by GMT or any persons who directly or indirectly control, are under common control or are controlled by

any of them, or their respective agents, owners, partners, managers, officers or employees (collectively, their "Affiliates") and have received or will receive commission allocations whether or not the broker actually introduces or clears any Advisory Client portfolio transactions or otherwise provides brokerage or research services. GMT or any of such persons may also determine in the future to establish or become affiliated with a securities broker-dealer and to execute transactions for the Advisory Clients through such affiliated broker-dealer. Brokerage fees and other compensation paid by the Advisory Clients to brokerdealers or other financial institutions vary and may be greater than those typical for investment funds similar to the Funds if GMT has determined that the research, execution and other services, including investor referrals and services rendered or items paid for pursuant to soft dollar arrangements (see below), of a particular broker-dealer or other financial institution merit greater than typical fees. Advisory Client portfolio transactions may or may not also be made on an aggregate basis in conjunction with transactions on behalf of GMT, its Affiliates or associates and other accounts managed by them. In those cases, the Advisory Clients may bear a pro rata share of brokerage commission expense that sometimes exceeds the commission expense that a particular Advisory Client would have incurred if it had traded independently. The Advisory Clients may also enter into so-called "soft dollar" arrangements, under which securities firms would provide or pay the costs of certain services, equipment or other items for the benefit of the Advisory Clients, GMT or one or more of its Affiliates, in consideration of the allocation to the firm of portfolio transactions (with resulting commission income or profit) or commissions made on behalf of or with an Advisory Client as principal. The services, equipment and other items provided or for which payment is otherwise made using such soft dollar and brokerage service arrangements on behalf of GMT or one or more of its Affiliates, has (for some of the following items) included in the past and may include, without limitation in the future: prime brokerage services, computer equipment (including computer and other hardware, software, and services), expenses related to proxies and proxy voting advisory services, data processing and other charges, Advisory Client and GMT attorneys' and accountants' fees, general and portfolio accounting and valuation support and services, offering and marketing expenses (including without limitation fees and expenses of attorneys, accountants and consultants, printing and distribution costs, filing, registration and regulatory fees and expenses such as but not limited to Form D preparation and U.S. state Blue Sky and other jurisdiction filing fees), client and investor referrals, quotation services, periodical subscription fees, custody, record keeping and similar charges, and such other items as may be disclosed to the investors from time to time. It should also be noted that the foregoing services have in the past included, and may in the future include, free or reduced cost research services (including research analysis and services, conference fees, research related travel, consulting fees, news wire charges, data feeds, etc.). Any such soft dollar payments would not reduce the amount of the Management Fees payable to GMT and its designees, and any of these soft dollar arrangements may benefit the Advisory Clients by reducing expenses or benefit GMT or one or more of its Affiliates without any direct benefit to the Advisory Clients. The soft dollar arrangements may also provide an incentive to trade more actively to generate balances available to pay eligible expenses. GMT believes, however, that such allocations of Advisory Client portfolio transaction business and soft dollar arrangements generally enhance the Advisory Clients’ ability to obtain research,

allocations of "new issue" securities and optimal execution, as well as other indirect benefits to the Advisory Clients.

Item 12.A.2

Item 12.A.3

Such potential soft dollar benefits may be used to service all Advisory Clients and not just those that paid for the benefits. It is anticipated that any soft dollar benefits received by GMT will be applicable to all Advisory Clients, since all of the Advisory Clients generally utilize similar strategies. With the exception of capital introduction services, all "soft dollar" benefits are eligible research or brokerage services under Section 28(e) of the Exchange Act. Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers, whether you or a related person receives client referrals from a broker-dealer or third party, disclose this practice and discuss the conflicts of interest it creates. a.

Disclose that you may have an incentive to select or recommend a broker-dealer based on your interest in receiving client referrals, rather than on your clients’ interest in receiving most favorable execution.

b.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular broker-dealer in return for client referrals.

GMT may, and does, place transactions with a broker or dealer that (i) provides GMT with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Funds (or an Affiliate). Because such referrals, if any, are likely to benefit GMT and its Affiliates but will provide an insignificant (if any) benefit to investors, GMT will have a conflict of interest with the Funds when allocating Fund brokerage business to a broker who has referred investors to the Funds. To prevent Fund brokerage commissions from being used to pay investor referral fees, GMT will not allocate Fund brokerage business to a referring broker unless GMT determines in good faith that the commissions payable to such broker are consistent with seeking best execution; provided GMT is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. See also Item 12.A.1 above. Directed Brokerage. a.

If you routinely recommend, request or require that a client direct you to execute transactions through a specified broker-dealer, describe your practice or policy. Explain that not all advisers require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another economic relationship that creates a material conflict of interest, describe the relationship and discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable to achieve most favorable execution of client transactions, and that this practice may cost clients more money.

b.

If you permit a client to direct brokerage, describe your practice. If applicable, explain that you may be unable to achieve most favorable execution of client transactions. Explain that directing brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage

commissions because you may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices.

Not applicable. Discuss whether and under what conditions you aggregate the purchase or sale of securities for various client accounts. If you do not aggregate orders when you have the opportunity to do so, explain your practice and describe the costs to clients of not aggregating. GMT may and does aggregate sale and purchase orders of securities held by an Advisory Client with similar orders being made simultaneously for other Advisory Clients. In many instances, the purchase or sale of securities for an Advisory Client will be effected simultaneously with the purchase or sale of like securities for other Advisory Clients (in particular, the Funds). Such transactions may be made at slightly different prices, due to the volume of securities purchased or sold. In such event, the average price of all securities purchased or sold in such transactions may be determined, and in GMT’s sole discretion, an Advisory Client may be charged or credited, as the case may be, the average transaction price. GMT has adopted procedures to promote fair and equitable allocation of trades among the accounts it manages. Trades will generally be allocated on the basis of relative asset size of each participating Fund or other Advisory Client with certain adjustments as deemed appropriate by GMT, such as (i) the extent to which the order specifies a priority allocation to one or more accounts; (ii) the extent to which an allocation would be too small to justify processing or custodial charges associated with the transaction; (iii) the extent to which an account may be under invested or over invested with respect to a particular security, industry, sector or the total portfolio in general, in comparison to other accounts in the order; (iv) the availability of, or need for, cash; and (v) to the extent an investment has limited capacity, the investment objectives of the accounts and the value allowing an account to participate in an investment in a meaningful size might bring to such investment. GMT’s Chief Compliance Officer and its analysts periodically review and revise these policies to ensure that they represent GMT’s current practices and are in conformity with all applicable laws and regulations. Upon request, the Chief Compliance Officer will provide a prospective investor or a current investor with a summary of GMT’s current aggregation and allocation policies.

ITEM 13 – REVIEW OF ACCOUNTS Item 13.A

Item 13.B

If someone who is not a client provides an economic benefit to you for providing investment advice or other advisory services to your clients, generally describe the arrangement, explain the conflicts of interest, and describe how you address the conflicts of interest. For purposes of this Item, economic benefits include any sales awards or other prizes. Not applicable. If you or a related person directly or indirectly compensates any person who is not your supervised person for client referrals, describe the arrangement and the compensation. GMT does not currently compensate promoters but, in the future, may enter into written arrangements with third parties to act as promoters for GMT’s investment advisory business. All such compensation would be fully disclosed to each client consistent with applicable law. All such referral activities are conducted in accordance with SEC Rule 206(4)-1 under the Advisers Act, as amended, as well as relevant SEC guidance. In general, promoters may receive a portion of the fees otherwise payable to GMT.

was found to have been involved in a violation of an investment-related statute or regulation and was the subject of an order by the agency or authority (a)

denying, suspending, or revoking the authorization of your firm or a management person to act in an investment-related business;

(b)

barring or suspending your firm’s or a management person's association with an investment-related business;

(c)

otherwise significantly limiting your firm’s or a management person's investment-related activities; or

(d)

imposing a civil money penalty of more than $2,500 on your firm or a management person.

Not applicable. A self-regulatory organization (SRO) proceeding in which your firm or a management person 1.

was found to have caused an investment-related business to lose its authorization to do business; or

2.

was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members, or was expelled from membership; (ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500.

Not applicable.

ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Item 10.A

Item 10.B

Item 10.C

If you or any of your management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a brokerdealer, disclose this fact. Not applicable. If you or any of your management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities, disclose this fact. Not applicable. Describe any relationship or arrangement that is material to your advisory business or to your clients that you or any of your management persons have with any related person listed below. Identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how you address it. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) other investment adviser or financial planner futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution accountant or accounting firm lawyer or law firm insurance company or agency pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships

GMT acts as the general partner for each of Bay I and Bay II, as well as the investment manager for the Offshore Feeder Fund and the Offshore Master Fund. GMT Offshore, an affiliate of GMT, acts as the general partner of the Offshore Master Fund. Thomas Claugus, who is the President, sole shareholder and sole director of GMT, is also the CEO, member of the Board of Managers and largest unit holder of GMT Exploration, an oil and gas exploration company that also invests in securities (typically of other oil and gas exploration companies), including securities both owned by the Advisory Clients and not owned by the Advisory Clients. GMT Exploration is also an Advisory Client, with GMT providing GMT Exploration non-discretionary investment advisory services. GMT Exploration has in the past participated and may in the future participate, either as an Advisory Client or on its own, along with the other Advisory Clients in some of the investments made by GMT for the Advisory Clients. In general, these side-byside investments are expected to be synergistic for both GMT and GMT

Exploration, as GMT benefits from GMT Exploration’s operational expertise and GMT Exploration benefits from GMT’s financial expertise. Nevertheless, there is a conflict of interest, particularly with respect to investments of limited capacity, and investment opportunities appropriate for side-by-side investment are allocated according to GMT’s allocation policy. There is also a conflict of interest in that GMT may be incentivized to make investments for its Advisory Clients alongside GMT Exploration because of Mr. Claugus’ role and financial interest in both entities, though this conflict is mitigated by Mr. Claugus having a substantial majority of his personal wealth invested in the Advisory Clients. In addition, GMT Exploration has in the past engaged and may in the future engage with portfolio companies owned by the Advisory Clients on certain private transactions that are unsuitable for Advisory Client participation. Mr. Claugus’ work with GMT Exploration provides significant investment research and data and is instrumental in supporting the Advisory Clients’ energy investing activities. Mr. Claugus is also the President and sole shareholder of GMT International Investments, LLC, a personal investment holding company. Mr. Claugus is also the owner and an officer of GMT Venture Partners, a venture capital company focused on bringing R&D to the market. Mr. Claugus is also an investor in and Advisory Board member of ASH Digital v2, LP (“ASH”), a private equity fund managed by family members, that is focused on digital services investments. Mr. Claugus is also the Vice President and a director of the Foundation for a Better World (the “Foundation”), a foundation that seeks to support a range of philanthropic endeavors, particularly in the medical, educational and global development fields. A portion of the assets of the Foundation that have not been donated are invested in the Offshore Fund, but it is also possible that the Foundation will separately participate in an investment made by GMT for the Advisory Clients. A situation where this might occur is if an investment opportunity came to the attention of GMT via work of the Foundation. If such an opportunity occurs, GMT intends to allocate between Advisory Clients and the Foundation in a similar manner as it does side-by-side investments with GMT Exploration. There is a conflict of interest because of Mr. Claugus’ role in both entities, which is mitigated by the fact that Mr. Claugus receives no compensation from the Foundation, an entity that is exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. It should also be noted that the Funds maintain investments in a crude oil and natural gas company which has been invested in by GMT Exploration and includes a GMT Exploration employee on that company’s board. Employees of GMT have served on portfolio company boards in the past and may again serve on such boards in the future. For more information about how these conflicts are addressed, please see Item 10.D and 11.B below.

Item 10.D

GMT and its management persons have no other relationships or arrangements with any of the related persons listed above that are material to GMT’s advisory business or its clients. If you recommend or select other investment advisers for your clients and you receive compensation directly or indirectly from those advisers that creates a material conflict of interest, or if you have other business relationships with those advisers that create a material conflict of interest, describe these practices and discuss the material conflicts of interest these practices create and how you address them.

Mr. Claugus holds a significant limited partnership stake in ASH, and holds a seat on the ASH Advisory Board which is responsible for implementing ASH investment strategy (e.g., by helping with deal flow, investment diligence, capital allocations decisions, and portfolio company oversight). In exchange for his Advisory Board service, Mr. Claugus receives a profit interest in the ASH general partner that vests over time (i.e., a portion of any incentive allocations earned). In addition, Mr. Claugus receives a family discount on the fees associated with his direct investment in ASH. Mr. Claugus has in the past recommended, and may in the future recommend, ASH to the underlying investors of the Advisory Clients as a suitable investment for their consideration. Such recommendations present a conflict of interest between Mr. Claugus’ role as investment adviser to the Advisory Clients and his financial stake in a prospective investment by Advisory Client investors. This conflict is mitigated by the fact that Mr. Claugus is not directing the investment of Advisory Client assets in ASH, rather suggesting ASH as an investment opportunity for underlying investors of Advisory Clients to separately pursue if they wish.

ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Item 11.A

If you are an SEC-registered adviser, briefly describe your code of ethics adopted pursuant to SEC rule 204A-1 or similar state rules. Explain that you will provide a copy of your code of ethics to any client or prospective client upon request. GMT recognizes that certain potential conflicts of interests may arise in connection with the personal trading activities of individuals associated with GMT. GMT has adopted a Code of Ethics, which is a part of GMT’s compliance manual and has been designed to comply with the requirements of Advisers Act Rule 204A-1. Among other things, the Code of Ethics (i) requires that all employees comply with federal securities laws, (ii) requires that all employees submit to GMT reports containing their personal securities holdings and transactions in reportable securities, and that GMT review such reports, (iii) requires all employees to obtain pre-approval of all transactions in reportable securities (with certain exceptions for spousal accounts and accounts maintained by/for minor children), (iv) generally limits personal trading to pre-approved trading days, and (v) contains policies and procedures designed to prevent the misuse of material, non-public information. All personnel of GMT are required to certify their compliance with the Code of Ethics.

Item 11.B

Clients or prospective clients may obtain a copy of GMT’s Code of Ethics by contacting the Chief Compliance Officer, Omar Idilby, at (770) 989‐8250. If you or a related person recommends to clients, or buys or sells for client accounts, securities in which you or a related person has a material financial interest, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. As explained in Item 10.C above, GMT acts as the general partner for each of Bay I and Bay II, as well as the investment manager for the Offshore Feeder Fund and Offshore Master Fund. GMT Offshore, an affiliate of GMT, acts as the general partner of the Offshore Master Fund. GMT and some of its employees, affiliates or related persons are invested in the Funds, either directly or through GMT’s and/or GMT Offshore’s investments in the Funds. The fact that GMT, GMT Offshore and some of their employees, affiliates or related persons are also invested directly in any one, some or all of the Funds creates a potential conflict in that it could cause GMT to make different investment decisions than if they did not have such a financial ownership interest. Further, GMT and GMT Offshore charge the Funds fees based on a percentage of assets under management via the Management Fee and performance via the Incentive Allocation. The Management Fee is payable without regard to the overall success or income earned by the Funds and therefore may create an incentive on the part of GMT to raise or otherwise increase assets under management to a higher level than would be the case if GMT were receiving a lower or no Management Fee. The receipt of an Incentive Allocation may create an incentive for GMT to make investments that are riskier or more speculative than it otherwise would.

In addition, GMT employees have in the past served and may in the future serve as directors on the boards of portfolio companies of Advisory Clients. Such employees are generally compensated by such portfolio companies for the work associated with such service and the duties to shareholders of such companies. This compensation creates a potential conflict of interest that could cause GMT to make different financial decisions if such employee did not have such interests. Decisions to allow GMT employees to join boards are made on a case-by-case basis and GMT employees are only given permission when it is determined to be in the best interests of the Advisory Clients (for example, when it will protect the Advisory Clients’ investment or when the knowledge gained about the industry is likely to be valuable to the Advisory Clients) and the risks of such conflict are deemed insubstantial or manageable. In general, GMT believes board experience makes its employees better investors. In addition to using personal funds, Mr. Claugus has in the past established and expects to keep in place personal lines of credit that he may draw on to make nonFund investments and for personal purposes that are secured by, among other things, his pledge of GMT shares, GMT’s guaranty of amounts owed under the lines of credit and assignments by Mr. Claugus and GMT of rights to distributions from the Funds. The lines of credit allow Mr. Claugus access to capital generally without requiring Fund withdrawals or redemptions.

Item 11.C

Please also see the discussion in Item 10.C in relation to the interests of Mr. Claugus with GMT, GMT Exploration and the Foundation, and the discussion in

Indicate whether you periodically review client accounts or financial plans. If you do, describe the frequency and nature of the review, and the titles of the supervised persons who conduct the review. Unless the relevant investment management agreement provides otherwise, at the end of each trading day, Advisory Client trade files are delivered to GMT’s internal system, prime brokers and administrator via OMS System, Eze Castle. On the first business day after a particular trading day, transaction exception reports (from prime broker reporting websites or other via direct reporting) are reviewed by a member of the Operations team. Cash reconciliations to the prime brokers are performed on a next-day basis by the Fund Accounting team. Separately, the Funds’ administrator reconciles cash and positions to the prime broker daily with exception reports provided to GMT daily. In addition, a weekly position reconciliation between administrator and GMT is completed for one fund prior to the weekly estimate. Tom Claugus, the senior portfolio manager, at week end receives custom weekly portfolio reporting to review the portfolio and trading activity for the week, and receives trading recommendations from the research group in preparation for trading the following week. If you review client accounts on other than a periodic basis, describe the factors that trigger a review See Item 13.A above. Describe the content and indicate the frequency of regular reports you provide to clients regarding their accounts. State whether these reports are written. GMT provides investors with unaudited statements of the relevant Advisory Client’s performance on a monthly basis and audited financial statements annually. All such reports are written. In addition, GMT provides its clients a monthly estimate of performance, a monthly letter, and a summary fund profile data sheet after month end. The monthly letter and fund profile are also available to investors using their login credentials to the firm’s website at that time. Additionally, GMT holds a quarterly conference call with the head portfolio manager and selected senior management for investors. GMT hosts an Annual Investors Meeting in the spring each year. It should be noted that GMT has entered, and may again in the future enter, into letter agreements with certain investors to provide more frequent portfolio reporting and other information rights. GMT will also respond to individual due diligence and operational requests from its Fund investors or Managed Account holders.

ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Item 14.A

If you have custody of client funds or securities and a qualified custodian sends quarterly, or more frequent, account statements directly to your clients, explain that clients will receive account statements from the broker-dealer, bank or other qualified custodian and that clients should carefully review those statements. If your clients also receive account statements from you, your explanation must include a statement urging clients to compare the account statements they receive from the qualified custodian with those they receive from you. With respect to Bay I and Bay II, GMT is deemed to have custody of their assets by virtue of its status as general partner. With respect to the Offshore Fund, GMT is deemed to have custody of its assets by virtue of its status as investment manager of the Offshore Feeder Fund and through GMT Offshore by virtue of its status as general partner of the Offshore Master Fund. The qualified custodians presently utilized by GMT for the Funds are: Odyssey Trust Company Trader’s Bank Building 702 – 67 Yonge Street Toronto, Ontario M5E 1J8 Goldman Sachs & Co. 200 West Street, 3rd Floor New York, NY 10282 Goldman Sachs Bank USA 200 West Street New York, NY 10282 UBS Securities LLC Prime Client Service 1285 Avenue of the Americas New York, NY 10019 National Financial Services, LLC 200 Seaport Boulevard, Z2H Boston, MA 02210 Bank of America, N.A. One Bryant Park, 6th Floor New York, NY 10036 BofA Securities Inc. One Bryant Park, 5th Floor New York, NY 10036 CitiBank, N.A. 388 Greenwich Street, 17th Floor New York, NY 10013 Citigroup Global Markets Inc. 390 Greenwich Street, 3rd Floor New York, NY 10013

Computershare 8th Floor, North Tower, 100 University Avenue Toronto, Ontario M5J 2Y1 Citibank London 33 Canada Square Canary Wharf London, United Kingdom To ensure compliance with Rule 206(4)-2 under the Advisers Act, GMT reasonably believes that all investors in the Funds will be provided with audited financial statements, prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days, of the end of the Funds’ fiscal years. Investors should carefully review the audited financial statements of the Funds upon receipt. GMT may use additional qualified custodians in the future.

If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this fact and describe any limitations clients may (or customarily do) place on this authority. Describe the procedures you follow before you assume this authority (e.g., execution of a power of attorney). GMT has discretionary authority to manage the investments of the Funds and one or more Managed Accounts. As explained in Item 4.C above, individual investors in the Funds do not have the ability to impose limitations on GMT’s discretionary authority; however, GMT does allow investors the opportunity not to participate in certain classes of Fund investments, via share class selection and/or side letter agreement. Prospective Fund investors are provided with an offering memorandum prior to their investment and are encouraged to carefully review the offering memorandum, along with all other relevant offering documents, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective Fund investors must also execute a subscription agreement and, in the case of Bay I and Bay II, a limited partnership agreement, each of which constitutes a legal, valid and binding obligation of the investor, enforceable in accordance with their respective terms. Certain Managed Accounts may be limited by specific investment restrictions contained in the Managed Account agreements.

ITEM 17 – VOTING CLIENT SECURITIES Item 17.A

If you have, or will accept, authority to vote client securities, briefly describe your voting policies and procedures, including those adopted pursuant to SEC rule 206(4)-6. Describe whether (and, if so, how) your clients can direct your vote in a particular solicitation. Describe how you address conflicts of interest between you and your clients with respect to voting their securities. Describe how clients may obtain information from you about how you voted their securities. Explain to clients that they may obtain a copy of your proxy voting policies and procedures upon request. GMT understands and appreciates the importance of proxy voting and ensuring that its proxy voting procedures are clearly described to investors. To the extent that GMT has discretion to vote the proxies it receives on behalf of its Advisory Clients, GMT’s policy is to vote proxies in the best interests of its Advisory Clients. GMT has appointed Broadridge Financial Solutions, Inc. (“Broadridge”) to manage the receipt of incoming proxies, maintain a log of all proxies and place votes based on specified policies and guidelines established by GMT. In the event that GMT elects to exercise its discretion to vote a proxy, GMT will vote it in the best interest of its Advisory Clients and in accordance with its proxy policy and procedures. Absent any specific direction from GMT, Broadridge will vote proxies in accordance with the recommendations of a provider of governance and engagement support services to institutional investors and corporations (the “Proxy Advisor”). The Proxy Advisor currently used by the Funds is Glass Lewis & Co. but such Proxy Advisor may be switched by GMT in its sole discretion. Glass Lewis & Co. is a leading provider of governance and engagement support services to institutional investors and corporations, offering research, proxy vote management, and technology platforms. In cases where GMT chooses to direct Broadridge on how to vote a proxy, the Chief Compliance Officer will assess whether any material conflicts of interest exist; if he determines there are material conflicts of interest, the Chief Compliance Officer will either direct GMT to vote the proxy in accordance with the then applicable Proxy Advisor’s recommendations, abstain from voting the proxy, or consider the appropriateness of disclosing the conflict to the affected Advisory Client(s) and give the Advisory Client(s) or investors the opportunity to vote the proxy.

Please let us know if you have any questions about, or would like to be provided with a copy of, our proxy voting procedures. Also, to obtain a copy of our proxy voting policies and procedures or if you would like detailed information about how any proxies were actually voted please call the Chief Compliance Officer, Omar Idilby, at (770) 989‐8250. If you do not have authority to vote client securities, disclose this fact. Explain whether clients will receive their proxies or other solicitations directly from their custodian or a transfer agent or from you, and discuss whether (and, if so, how) clients can contact you with questions about a particular solicitation. Not applicable.

ITEM 18 – FINANCIAL INFORMATION Item 18.A

Item 18.B

If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, include a balance sheet for your most recent fiscal year. 1.

The balance sheet must be prepared in accordance with generally accepted accounting principles, audited by an independent public accountant, and accompanied by a note stating the principles used to prepare it, the basis of securities included, and any other explanations required for clarity.

2.

Show parenthetically the market or fair value of securities included at cost.

3.

Qualifications of the independent public accountant and any accompanying independent public accountant’s report must conform to Article 2 of SEC Regulation S-X.

Not applicable. If you have discretionary authority or custody of client funds or securities, or you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial condition that is reasonably likely to impair your ability to meet contractual commitments to clients. GMT is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. If you have been the subject of a bankruptcy petition at any time during the past ten years, disclose this fact, the date the petition was first brought, and the current status. Not applicable.