GOLDENTREE ASSET MANAGEMENT LP

GoldenTree is an employee-owned, asset management Firm that specializes in global credit markets. Founded in 2000, GoldenTree is one of the largest independent global credit managers with over $65 billion in assets under management across a broad platform of alternative and fixed income strategies, the majority of which the capital is locked up in nature. The Firm has a 25-year track record in deploying capital across sector, industry and geography that has delivered strong absolute and relative performance. GoldenTree’s fundamental, value-based investment approach – consistently implemented for over 30 years – emphasizes a catalyst driven approach with a high margin of safety and rigorous relative value analysis. This process is executed by the Firm’s experienced investment team, comprising of approximately 90 investment professionals with on average 17 years of investment experience. The Firm’s partnership has 27 partners and significant employee commitments to the Firm’s strategies, creating a strong alignment of interest with the Firm’s investors. GoldenTree has over 320 employees, with offices in New York, West Palm Beach, Charlotte, Newport Beach, Dallas, London, Dublin, Munich, Singapore, Sydney, Tokyo and Dubai. Note that the method for computing Client assets under management is different than the method for computing regulatory assets under management required for Item 5.F. in form ADV Part I. GoldenTree has been registered with the United States Securities and Exchange Commission (“SEC”) since January 2001. GoldenTree is a Delaware limited partnership formed in 2000. Mr. Steven A. Tananbaum is the Senior Managing Member of GoldenTree Asset Management LLC, the General Partner of GoldenTree. GoldenTree and its affiliated entities offer investment advisory services and generally manage discretionary investment funds or accounts for institutional investors including public and corporate pensions, endowments, foundations, insurance companies and sovereign wealth funds. GoldenTree offerings include: 

Private Investment Funds (each a “Fund” and collectively, the “Funds”): GoldenTree sponsors various Funds such that an underlying Fund investor can invest in a particular Fund that best suits its own investment objectives and risk tolerances. Investors in GoldenTree Funds must be both (i) “Accredited Investors” and “Qualified Purchasers” or (ii) non-U.S. persons as defined under applicable SEC rules and regulations.

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Separate Account Mandates (together with the “Funds”, the “Clients”): GoldenTree offers Clients the ability to customize their separate account mandates as described in the investment program of the relevant Client’s private placement memorandum or as set forth in the Client’s organizational documents and/or in the investment management agreement with such Client. While Clients generally choose GoldenTree as an investment manager based on its global credit expertise, Clients may impose investment restrictions based on their individual investment objectives. For example, some Clients may have regional or instrument-type limitations. Further, while some Clients may choose to invest solely on a long-only basis, other Clients will permit short selling or use of leverage.

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Collateralized loan obligation (“CLOs”): GoldenTree has six affiliated, U.S.-based relying advisers, GoldenTree Loan Management, LP ("GLM Master") and its wholly-owned subsidiary GLM, LP ("GLM Sub" and together with "GLM Master", collectively “GLM”), GoldenTree Loan Management II LP ("GLM Master II") and its wholly-owned subsidiary GLM II, LP ("GLM Sub II" and together with "GLM Master II", collectively “GLM II”) and GoldenTree Loan Management III LP ("GLM Master III") and its wholly-owned subsidiary GLM III, LP ("GLM Sub III" and together with "GLM Master III", collectively “GLM III”). Each of GLM, GLM II and GLM III have been formed to manage vehicles investing primarily in senior secured debt obligations, most or all of which will be in the form of CLOs, and to perform related functions. Prior to the formation of GLM Sub, GLM Sub II and GLM Sub III, the CLOs received management services from GLM Master, GLM Master II and GLM Master III, which management services have been transitioned to GLM Sub, GLM Sub II and GLM Sub III, respectively. GLM, GLM II and GLM III have entered into a services agreement with GoldenTree through which, for a fee, GLM, GLM II and GLM III are able to utilize GoldenTree's sector research, capital markets, structured products, trading and client services expertise as well as GoldenTree’s administrative, operational and legal/compliance related services. GLM, GLM II and GLM III do not have employees. GoldenTree is the manager for CLO funds originally issued prior to 2017 or subsequently refinanced.

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1940 Act Registered Fund: GoldenTree’s wholly owned affiliate, GoldenTree Asset Management Credit Advisor LLC, is a U.S. based registered investment adviser formed for the purpose of managing funds registered under the Investment Company Act of 1940. The affiliate’s advisory services to registered investment companies, as well as conflicts of interest and risks, are described in each registered fund’s prospectus and statement of additional information.

GoldenTree and its affiliates also provide certain administrative services to co-investment vehicles that are not advisory clients of GTAM, such as co-investment vehicles through which third-party investors co-invest alongside GTAM funds and other GTAM Clients. Please note that GoldenTree does not participate in wrap fee programs. Please refer to Item 8 for a more detailed description of GoldenTree’s investment strategies as well as the securities and other instruments purchased by Clients under the management of GoldenTree. Persons reviewing this Brochure should not construe this as an offering of securities or a solicitation to purchase shares in any of the Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum to eligible investors. These Funds, as well as accounts managed directly by GoldenTree, will provide for an investment management agreement between the Client and GoldenTree detailing the types of investments that may be purchased/sold, whether the Client may use leverage and to what extent, and whether short selling is permitted.

Clients are typically charged a management fee that is generally based on the net asset value (“NAV”) of the assets under management at a negotiated rate depending upon the type of fund or account managed and strategy. With respect to certain close-ended Funds and separately managed accounts with private equity-like terms, management fees may be based on funded commitments to such funds or NAV. For CLOs managed by GoldenTree, the management fee will be based on the aggregate deal size or the amount of assets managed taking into account the effects of leverage. Certain Clients will also be charged an annual performance fee depending upon the investment mandate. In such cases, the negotiated performance fee will be based on net capital appreciation at the end of a fiscal year for GoldenTree’s evergreen alternative offerings and realized gains for close-ended funds and separately managed accounts with private equity-like terms (after generally the return to investors in such private equity funds of their contributed capital or the liquidation of investment assets to the extent of net gains, and the Client achieving a certain preferred return). With respect to certain Funds, performance fees may be charged on distributions made to a limited partner, subject to: (1) the return of a limited partner’s capital contributions in respect of

investments (including investments that were written down or written off and related fees and expenses) and (2) a preferred rate of return on a limited partner’s capital contributions. In the event of an over assessment of performance fees, the performance fee recipient is generally subject to an after-tax “claw back” arrangement to ensure the performance fees remain consistent with the Funds’ offering documents. The specific payment terms and other conditions of the performance fee are described in further detail in the Funds’ offering documents. With respect to our evergreen alternative offerings (in Fund and separately managed account format), losses typically will be carried forward from year-to-year, depending on the Client’s terms and conditions, so that no performance fee is charged unless some or all of such losses incurred through the end of the period for which the fee is to be paid (or made) have been recouped (such an arrangement being called a high water mark provision). Certain Funds (and separately managed accounts that allow for a performance fee to be charged) may also have a preferred rate of return that must be met prior to a performance fee being assessed. The annual management fee is calculated and assessed at the beginning or end of each quarter depending upon the Client. Withdrawing investors from a Fund or Clients that terminate investment advisory services before the end of a billing period are generally refunded any prepaid fees in excess of those applicable to the period of actual investment. With respect to separately managed accounts, fee arrangements are negotiated prior to the engagement of GoldenTree as an investment manager. In regard to Funds, the respective offering documents will disclose the fee arrangements associated with the different share classes offered to investors. A Fund’s offering documents generally permit GoldenTree or such Fund to waive, rebate, or reduce all or part of the management fee and/or performance fee with respect to investments made by certain investors without waiving, rebating or reducing the fees charged/payable to other investors (such as in the case of, but not limited to, investments in such Fund made by GoldenTree, its partners/employees and their family members, or co-invest accounts and vehicles). In addition, in certain cases GoldenTree, as the “Investment Manager”, will have the discretion to grant special or more favorable rights, without limitation, with respect to fees, transfers, notices and transparency. Such rights may be granted to any Fund investor, including, without limitation, principals, members or employees (and their respective family members) of GoldenTree and its affiliates and other select third parties. To effect such waivers or modifications or to grant any special or more favorable rights, the Fund will generally enter into agreements (such as "Side Letters") or issue other classes of shares.

Depending upon the Client and the authority granted to GoldenTree, GoldenTree will deduct its fees from the Client based on the terms of the investment management agreement or offering documents. Generally, separately managed accounts and CLOs will be billed and will authorize payment to GoldenTree. For example, in the case of a CLO, payment is made through an independent trustee signing-off on the expenses. If received in connection with investments, fees such as break-up fees, director fees, etc. will be remitted to Clients (or a fee/expense offset will occur that will equal such break-up fees, directors fees, etc.). GoldenTree will not retain any such fees. GoldenTree and/or its affiliates may receive fees, other compensation (including management fees) or reimbursements for internal and external costs or expenses in connection with the provision of portfolio management, asset management and operational support in connection with asset management and/or investment advisory services (collectively, "Portfolio Management Services") to portfolio companies that are owned by Clients in their managed accounts. No such fees, compensation or reimbursements for costs or expenses will be paid to the Clients (or offset against, or otherwise be applied to reduce, the management fee) provided that any such fees or other compensation paid to GoldenTree and/or its affiliates by such portfolio companies will be charged at rates no less favorable to such portfolio companies than the rates charged by a third party provider of the applicable services in arms' length transactions. GoldenTree believes that the potential conflict that exists when it and/or its affiliates receive fees or other compensation from portfolio companies (including portfolio companies that may be owned by Clients in their managed accounts) for the provision of Portfolio Management Services to such portfolio companies is, in large part, mitigated by the fact that (i) GoldenTree's investment decisions in respect of the Client are intended to be made independent of any perceived opportunities to capitalize on the provision of Portfolio Management Services to potential portfolio companies, (ii) such portfolio companies would typically have to contract with third parties to provide such services, and (iii) GoldenTree and its affiliates have agreed not to charge above market rates from what would be charged by third party providers in consideration of the provision of such Portfolio Management Services. In addition, GoldenTree believes that, given its knowledge of such portfolio companies (and the operations, finances, strategic objectives and investment goals for such portfolio companies), there is value to it and its personnel providing such Portfolio Management Services to such portfolio companies instead of third party providers who have less close knowledge of such portfolio companies and/or less incentive to perform such Portfolio Management Services in a manner that maximizes the value of such portfolio companies.

Clients will generally incur brokerage and other transaction costs in connection with the purchase and sale of investments by GoldenTree (see Item 12: Brokerage Practices). Clients may also incur, to the extent permitted under the applicable Client documentation, costs and expenses associated with their Funds and accounts including: •

management and performance fees;

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fees to administrators, custodians, any depositary, and directors or trustees (as and if applicable) of Funds and related entities;

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trading and investment expenses (e.g., expenses that the Investment Manger reasonably determines to be related to the investment of the Client’s assets), including: brokerage commissions and expenses relating to short sales, clearing and settlement charges and other related amounts, prime broker fees and other bank service fees, custodial fees, and fees of any trustee or depositary in relation to trading and settlements, and borrowing and indebtedness of the Fund, including the costs of establishing such borrowing or indebtedness, and any interest expenses;

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the costs and expenses of products and services relating to investment and market research and investor reporting concerning the Client’s investments or potential investments (except to the extent that such costs or expenses are paid for with “soft dollars”), such as: the costs of obtaining third-party research products and services, including the cost of research reports relating to securities, issuers, market segments or geographic regions; investment- and portfolio-related research surveys; the costs of computerized historical financial data, data feeds, audiovisual media and databases (e.g., Bloomberg) and the costs of credit rating services; alternative data, and systems and services relating to research for alternative data; the costs of subscriptions, publications and news feeds regarding investments and/or the general investment markets; professional fees, including the expenses of consultants and experts, to the extent such professional fees relate to research; and the cost of investigating actual or potential investments and financing (whether or not consummated), including investment, financing and general market conferences, travel expenses, and out-of-pocket expenses of the officers and employees of GoldenTree and its affiliates, Funds, and Fund-related entities in relation to research concerning investments or potential investments;

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costs of third-party valuation consultants and price quotation services;

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costs of portfolio modeling and analyses, and data analytics;

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ESG-related systems, services, consultants, data, and reports related to portfolio or Investment Manager analysis, survey responses, third-party benchmarking and measurement, and the cost of internal systems developed for ESG purposes;

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professional and other fees including: expenses of consultants, experts and third-party advisors related to investments (and not related to research); fees of any underwriter or rating agency in connection with borrowing or indebtedness of Client accounts; fees and expenses associated with the board of directors of a Fund and any Fund-related entities, including travel expenses and costs associated with ongoing meetings of any such boards and entities; fees and expenses of anti-money laundering officers of the Funds; fees and expenses of any independent agents appointed to approve conflicts of interest or other transactions on behalf of Funds, including any investment advisory board; and trade and industry groups association fees and dues incurred by the Investment Manager or its affiliates;

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legal, litigation, compliance, regulatory, and tax expenses, including consulting expenses, filing fees, and fees, costs, and expenses related to SEC Form PF, privacy regulations and breaches, sustainable finance disclosure regulations, Alternative Investment Fund Managers Directive (including Annex IV reporting), applicable EU/UK transparency standards, and other similar regulatory obligations (in each case, general to the Client account and deal-specific);

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auditing and tax preparation expenses, including expenses incurred by a GoldenTree Fund representative and any designated individual while acting in such capacity;

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any taxes;

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insurance expenses, including "directors and officers" or similar liability insurance, errors and omissions insurance, fidelity bonds, cybersecurity insurance, and travel-related insurance, in each case, for the benefit of a Fund, GoldenTree or its affiliates, or any other person entitled to indemnification under the governing documents of (including the investment management agreements related to) a Fund;

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physical security costs and expenses including transportation, physical deterrents, personnel salaries, social media/internet threat monitoring, and related expenses;

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all costs of services, systems, data, and databases relating to the management of the portfolio and business development, including: products, services, and consultants relating to business development, tax, trading, technology, portfolio analysis, operations,

accounting, legal and compliance (including regulatory compliance for the Investment Manager and the Client); risk management products and services, including the costs of risk management software or database packages; performance measurement and reporting services and GIPS verifications; and maintaining the books and records of the Client accounts and entities (including the general partner); •

costs and expenses associated with any Fund meetings and events, Fund investor conferences, and Investment Manager investor conferences and events (each to include venue, presenter, and event fees, and travel, meals, and accommodation costs of Investment Manager personnel attending such meetings, conferences, and events);

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expenses associated with special purpose vehicles and investment vehicles through which Clients invest, including organizational, tax, legal, audit, administrative and transaction expenses, and Overhead Expenses for required physical locations ("Overhead Expenses" consists of rent, property and office taxes, utilities, supplies, furniture, fixtures, and employee benefits including insurance, payroll taxes and compensation of applicable employees in dedicated and shared locations);

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corporate licensing;

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costs and expenses of reporting to the shareholders, including research, preparation, production and delivery;

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GoldenTree’s investment philosophy is based on four pillars: I.

Robust Fundamental Analysis to Determine Enterprise Value

II. Analysis of Capital Structure to Ensure High Margin of Safety III. Identified Catalysts to Drive Total Return IV. Real-Time and Rigorous Relative Value Analysis

GoldenTree believes that successful investing begins with fundamental credit analysis. GoldenTree’s investment process focuses on determining an issuer’s enterprise value, identifying investments within the capital structure that it believes offer high expected total rates of return with high margins of safety, and selecting only those investments with the most attractive relative value. Each investment must have in GoldenTree’s view an identifiable catalyst that may help the asset realize its true value in the broader marketplace. GoldenTree’s strict sell discipline ensures that investments are sold when they achieve sale price targets, or otherwise for relative value or risk management reasons. For distressed investments, GoldenTree’s investment process is centered in its fundamental value approach, restructuring and turnaround expertise, and active position management. The Firm’s industry specialists conduct proprietary underwriting to assess issuer-specific fundamentals, industry dynamics, and relative value. In parallel, GoldenTree’s Restructuring and Turnaround Team evaluates potential restructuring risks and outcomes. The Firm’s scale and expertise enable it to assume leadership roles throughout the restructuring process to negotiate restructuring agreements, improve governance, and provide capital support as needed. Post-restructuring, GoldenTree focuses on executing an operational turnaround to drive growth and maximize enterprise value and exit opportunities. This involves working with boards and management teams to develop operating strategies for the business and unlock value through strategic M&A. Within private credit, GoldenTree’s investments are generally characterized by capital solutions for larger issuers with significant margin of safety. GoldenTree invests across a diverse set of industries and executes a multi-channel sourcing approach, leveraging its relationships with corporate issuers, sponsors, advisors, and various private and public capital markets participants. Borrowers value GoldenTree’s speed, scale, and sophistication – supporting a broad opportunity set that enables the Firm to remain highly selective. GoldenTree seeks to structure strong covenant packages and important terms to enhance margin of safety. For structured credit investments, GoldenTree’s differentiated investment process and systems allow it to capture opportunities across a wide range of asset classes. The Firm’s approach involves collaboration between its dedicated structured credit team and firmwide resources across its industry specialist, trading, legal and operational teams. GoldenTree conducts comprehensive asset and liability underwriting, applying fundamental credit analysis to underlying collateral, evaluating the structural features of liabilities, and performing robust stress testing to

assess the breakeven default rate required to impair each investment. GoldenTree has developed highly customized systems to analyze vast amounts of data and assess structural and portfoliolevel characteristics, return expectations, and margin of safety. GoldenTree’s differentiated structuring, sourcing and underwriting expertise creates a broad opportunity set and allows GoldenTree to capitalize on various themes in the asset class. Risk Management Risk management is an integral part of the approach to portfolio management at GoldenTree. Primary responsibility for risk management rests with GoldenTree’s Macro Committee which comprises the most senior members at the Firm. GoldenTree’s Macro Committee has four main responsibilities: I. Establish Macroeconomic View II. Identify Primary Risk Factors III. Determine Risk Tolerance for Portfolio IV. Execute Portfolio Hedging Strategy

The goal of GoldenTree’s risk management process is to enable GoldenTree to seek attractive returns while controlling portfolio volatility and protecting our investors’ capital. GoldenTree’s Macro Committee plays an integral role in the Firm’s risk management implementation. Furthermore, GoldenTree has a team of over 20 people supporting the risk management platform and systems. Risk management is a firm-wide endeavor, from portfolio management to trading to operations, where people across the Firm understand the role they play in protecting investor capital. The Macro Committee monitors and analyzes financial market stress, liquidity conditions and the global economic environment to assess the potential impact of macro developments on portfolio holdings, and aims to design a flexible and cost-effective hedging program to meet targeted risk levels. In addition, the Macro Committee creates a formalized conduit for portfolio managers to direct micro level information on portfolio companies that can help support macro level data observed in the market. The Portfolio Analytics Committee augments the Macro committee in the Firm’s risk management process. This committee comprises senior investment and risk analytics professionals. The committee’s responsibilities include reviewing and updating assumptions used in various risk management tools and analyzing metrics such as interest rate, benchmark and liquidity sensitivity.

Summary of Certain Risk Factors All investments made by GoldenTree on behalf of its Clients risk the loss of capital. GoldenTree believes that its investment process and research techniques moderate this risk through a careful selection of securities and other financial instruments. However, there can be no guarantee or representation that GoldenTree’s investment program will be successful. Furthermore, depending upon a Client’s investment mandate, GoldenTree’s investment program may utilize investment techniques such as margin transactions, short sales, leverage and the use of synthetic derivative instruments, such as swaps, options on securities, forward contracts and other derivative instruments. These techniques may increase the risk of financial loss. In addition, the success of GoldenTree’s activities may be affected by general economic and market conditions, such as (a) the level of interest rates, (b) availability of credit, (c) inflation rates, (d) economic uncertainty, (e) changes in laws, (f) trade barriers, (g) currency exchange controls and (h) national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of the investments. Volatility or illiquidity may impair profitability or result in losses. The material risks presented by the strategies and investments pursued by GoldenTree are set forth below. With respect to Fund investors, additional information is contained in the offering documents related to each such Fund. This Brochure does not purport to contain a complete disclosure of all risks that may be relevant to a prospective investor in a Fund or separately managed account. Liquidity of Fixed Income Markets in General Periodically, certain sectors of the fixed income market (such as leveraged loans, high yield bonds, and structured products markets) in which GoldenTree invests have experienced significant declines in liquidity. While these events may be attributable to changes in macro and local market events, interest rates or other factors, the cause is not always apparent. During such periods of market illiquidity, GoldenTree likely will be unable to sell assets in a Client’s portfolio or likely will only be able to do so at unfavorable prices. Such liquidity risk could adversely impact the value of the Client’s portfolio, and could be difficult or impossible to hedge. Illiquid investments and other assets and liabilities for which market prices are not readily available will generally be carried at values determined by an independent valuation party or agent selected by GoldenTree. These valuations will form the basis for calculating the management fee and performance fee payable to GoldenTree. There is no guarantee that such value will represent the value that will be realized by the Client upon the eventual sale of the investment or that

would be realized upon an immediate disposition of the investment. In addition, GoldenTree may not be able to liquidate certain illiquid investments in order to satisfy Client redemption requests. Accordingly, to the extent that Client redemptions are financed through the sale of the more liquid investments, such redemptions would result in the remaining portfolio being comparatively less liquid. Investment management and performance fees will be charged with respect to investment held in side pockets although in the case of performance fees they are based on realized gains. Leverage Depending upon a Client’s investment mandate, GoldenTree could utilize leverage within a managed portfolio. The use of leverage can magnify the potential gains and losses from an investment and increases the risk of loss of capital. To the extent that income derived from investments purchased with borrowed funds is greater than the cost of borrowing, net income will be greater than if borrowing had not been used. Conversely, if the income from investments purchased with borrowed funds is not sufficient to cover the cost of borrowing, then the net income will be less than if borrowing had not been used, and the amount available for ultimate distribution will be reduced. The extent to which the gains and losses associated with leveraged investing are increased will generally depend on the degree of the leverage employed. Further, maintaining compliance with the various financial tests and covenants imposed by a provider of leverage could require the sale of investments under unfavorable market conditions, thus creating a loss that might not otherwise have occurred. If an event of default under a leverage arrangement occurs and investments are sold, losses could also occur that might otherwise not have occurred. Client borrowings could be from banks and securities brokers and dealers as well as through dedicated financing facilities and in each case will typically be secured by the securities and other assets held in a Client’s portfolio. Under certain circumstances, broker-dealers and other lenders could demand an increase in the collateral that secures a Client portfolio’s obligations. If the Client were unable to provide additional collateral, the broker-dealer or other lender could liquidate assets held in the Client’s portfolio to satisfy the underlying obligations. Liquidation in such a manner could have adverse consequences. In addition, the amount of borrowings and the interest rates on those borrowings, which can fluctuate, could have a significant effect on the Client’s performance.

Non-Public Information From time to time, GoldenTree or its affiliates come into possession of material non-public information with respect to an issuer of securities or other instruments such as loans or investments involving a restructuring, in which one or more Clients have invested, or in which GoldenTree intends to or is researching as a potential investment for its Clients. Possessing such information could limit the ability of GoldenTree to buy or sell such securities or other instruments on behalf of its Clients. Accordingly, GoldenTree could be prohibited from buying or selling such securities or other instruments on behalf of its Clients at times when GoldenTree might otherwise wish to buy or sell such investments. Short Selling Short selling involves the sale of securities in which the seller borrows the securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows a Client to profit from declines in securities prices. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a Client of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. In addition, certain market participants could accumulate such securities in a “short squeeze”, which would reduce the available supply and increase the cost of such securities. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Finally, certain jurisdictions have instituted restrictions on the short selling of certain types of securities. Because of this, Clients are not always able to enter into a short selling transaction even if GoldenTree otherwise recommends such a transaction for a particular Client. Counterparty Risk Various markets in which GoldenTree may execute Client transactions are over-the-counter or interdealer markets. Some of the protections afforded to participants on organized exchanges, such as the performance guarantee of an exchange clearinghouse, are not available in connection with over-the-counter transactions. This exposes Clients to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, either due to a dispute over the terms of the contract (whether or not bona fide) or due to a credit or liquidity problem or the insolvency of such counterparty, thus causing the Client to suffer a loss. Such counterparty risk is accentuated for contracts with longer maturities or transactions in instruments with an extended settlement cycle or where a Client has concentrated its transactions with a single or

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Type of Clients

GoldenTree and its affiliated entities generally manage discretionary investment funds and advisory accounts for institutional investors, including public and corporate pensions, endowments, foundations, insurance companies (including an affiliated reinsurance company as described in Item 10), family offices and sovereign wealth funds. The majority of invested capital managed by GoldenTree in its Funds is attributable to institutional clients globally. With respect to pension plan Clients covered under the Employee Retirement Income Security Act of 1974 (ERISA) that are directly managed, GoldenTree provides investment advisory services both in its capacity as an SEC registered investment adviser and as a fiduciary, as that term is defined under Section 3(21)(A) of ERISA. GoldenTree and its affiliates provide certain administrative services to non-advisory clients of GoldenTree, such as Third-Party Co-Investors and co-investment vehicles through which ThirdParty Co-Investors co-invest alongside GoldenTree funds and other GoldenTree clients. See Item 12 for more information on co-investments.

Performance Based Fees and Side-By-Side Management

As noted previously, GoldenTree and/or its affiliated entities charge performance fees for certain separately managed accounts and Funds. In addition, GoldenTree manages other Client accounts that are only charged investment management fees and are not charged performance fees. Clients

should be aware that performance fee arrangements create a conflict of interest for GoldenTree, as they could create an incentive for GoldenTree to make investments that are riskier or more speculative than it would otherwise make absent a performance fee. In situations in which certain Clients pay performance fees and other Clients do not, there may be a perceived incentive for GoldenTree to allocate more favorable investment opportunities to those Clients who pay performance fees. In order to mitigate this conflict, GoldenTree has implemented trade allocation policies and procedures pursuant to which GoldenTree seeks to allocate investments in a fair and equitable manner over a reasonable time period. In addition, GoldenTree’s Compliance Department regularly reviews trading as described herein. Further, GoldenTree’s Chief Investment Officer and its senior Portfolio Managers regularly review Client portfolios in order to ensure that all transactions are being allocated in a manner that GoldenTree believes to be in the interests of all Clients.

Broker-Dealer Registration Status GoldenTree is not registered as a broker-dealer. In the second quarter of 2025, certain business development employees of GoldenTree will become registered representatives of Foreside Fund Services LLC (“Foreside”), an unaffiliated broker dealer. Also in 2025, Foreside is anticipated to begin serving as the principal underwriter of a registered investment company managed by GoldenTree’s affiliate, GoldenTree Asset Management Credit Adviser LLC. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advisor Registration Status Neither GoldenTree nor any of its 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. Related Investment Advisers GoldenTree has affiliated subsidiary managers that provide various services for certain Clients. Furthermore, affiliates of GoldenTree act as the general partner for certain Funds.

GoldenTree has also entered into an agreement with GoldenTree Asset Management UK LLP (“GTAM UK”) in which GTAM UK provides certain sub-advisory services. GTAM UK is a limited liability partnership created under the laws of the United Kingdom that is owned directly and indirectly by GoldenTree and certain of its Principals. The Financial Conduct Authority of the United Kingdom regulates GTAM UK’s investment advisory activities. GTAM UK is located in London, England, and provides certain of GoldenTree’s Clients with general investment research services and recommendations, particularly with respect to European securities and markets. GTAM UK is also authorized to execute trades for certain of GoldenTree’s Clients pursuant to the sub-advisory agreement and to select the appropriate broker for such execution. As compensation for these services, GoldenTree pays GTAM UK fees and reimburses reasonable costs that GTAM UK incurs in rendering such services. The sub-advisory agreement may be terminated by either party upon the terms of the agreement. GoldenTree has an Irish affiliate, GTAM Irish Co. Ltd, that pursuant to a services agreement with both GoldenTree and GTAM UK provides certain non-discretionary investment advisory services, trading services and client services to its affiliated management companies (but not to underlying clients). GoldenTree and GTAM UK pay GTAM Irish Co. Ltd a fee that GoldenTree believes is reasonable in relation to the services provided. GoldenTree also has an affiliate located in Singapore called GoldenTree Asset Management Singapore Pte, which is licensed by the Monetary Authority of Singapore with a capital markets services license to conduct certain regulated activities. Currently, the office primarily conducts marketing-related activities on behalf of GoldenTree in Asia as well as certain investment research related services. GoldenTree has a representative office located in Dubai which is licensed by the Dubai Financial Services Authority. GLM, GLM II and GLM III have been formed to manage vehicles investing primarily in senior secured debt obligations, most or all of which will be in the form of CLOs, and to perform related functions. Prior to the date hereof, the CLOs received management services from GLM Master, GLM Master II and GLM Master III, which management services have been transitioned to GLM Sub, GLM Sub II and GLM Sub III, respectively. GLM, GLM II and GLM III have various partners which are comprised of third-party investors that are indirect limited partners of GLM, GLM II or GLM III as well as the general partner entity of each of the partnerships. GoldenTree Loan Management GP, LLC, GoldenTree Loan Management II GP, LLC, GoldenTree Loan Management III GP, LLC, GLM GP, LLC, GLM II GP, LLC and GLM III GP, LLC (collectively “GT GP LLC”),

are limited liability companies organized under the laws of Delaware, and serve as the general partner of GoldenTree Loan Management, LP, GoldenTree Loan Management II, LP, GoldenTree Loan Management III, LP, GLM, LP, GLM II, LP and GLM III, LP, respectively. Mr. Tananbaum is the Senior Managing Member of GT GP LLC. As such, Mr. Tananbaum has voting control over GLM, GLM II and GLM III. The current members of the General Partner are all partners of GoldenTree. GLM, GLM II and GLM III have entered into a services agreement with GoldenTree through which, for a fee, GLM, GLM II and GLM III are able to utilize GoldenTree's sector research, capital markets, structured products, trading and client services expertise as well as GoldenTree’s administrative, operational and legal/compliance related services. GLM, GLM II and GLM III do not have employees. As noted, prior, GoldenTree also has an affiliated registered investment adviser, GoldenTree Asset Management Credit Adviser LLC, formed to serve as an adviser to registered investment companies. A partner-owned GoldenTree affiliate is the majority owner of Financial Guaranty UK Limited (“FGUL”), a United Kingdom based reinsurance company. FGUL’s investment portfolio is managed and invested either: (a) at the direction of the FGUL Owners; or (b) by GoldenTree pursuant to an investment management agreement whereby FGUL would pay GoldenTree an advisory fee (which may include a performance-based fee as well). As described in Items 11 and 12, GoldenTree has a conflict in allocating investment opportunities between FGUL and its other Clients, particularly for those Clients that follow a similar investment strategy as FGUL. For purposes of this Form ADV Part 2A, whether investments are purchased/sold at the direction of the FGUL Owners or GoldenTree, such decision-making shall be considered to be directed by GoldenTree with the conflicts noted herein arising in either such case. GoldenTree engages TZ Capital from time to time for investment sourcing and administrative services, and GoldenTree bears the fees for these services. TZ Capital is an entity co-founded and co-operated by a relative of Steven A. Tananbaum and it may assist in sourcing and administering loans for Clients to established real estate groups in the United States. From time to time, TZ Capital may enter into consulting arrangements with GoldenTree pursuant to which TZ Capital may receive fees from GoldenTree. There will be no fees charged to Clients in connection with any services provided by TZ Capital. Any fees paid to TZ Capital will be entirely a cost of GoldenTree.

Material Conflicts of Interest Relating to Other Investment Advisors GoldenTree and its affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships or from engaging in other business activities, even though such activities may be in competition with GoldenTree and/or may involve substantial time and resources of certain partners, officers or employees of GoldenTree. These activities could create a conflict of interest in that the time and effort of the personnel of GoldenTree will not be devoted exclusively to the business of GoldenTree or a particular Client, but will be allocated between the business of GoldenTree and the management of the accounts of other Clients, GoldenTree, and/or its affiliates. GoldenTree or an affiliate have and in the future could purchase on behalf of itself, or its managed Clients, CLO notes or equity of a CLO in which GLM, GLM II or GLM III has invested in the CLO equity or debt. In such case GLM, GLM II or GLM III could exercise its rights as an investor which could have an adverse effect on GoldenTree's investment in the same CLO. In addition, GoldenTree and its affiliates could provide advice to Clients, which could follow investment programs substantially similar or different to that of GLM, GLM II or GLM III and its Clients. Such investments can create a conflict of interest, particularly because GoldenTree or its affiliates (such as GLM, GLM II and GLM III) could take certain actions for some Clients with respect to one class of debt or equity that could be adverse to other Clients who hold other classes of debt or equity of the same CLO or issuer (see below for further information).

Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading GoldenTree and its affiliates are subject to various actual and potential conflicts of interest in the ordinary course of its business. GoldenTree seeks to identify potential risks, including conflicts of interest, that are inherent in its business; however, it is not possible to identify every potential conflict that can arise. When actual or potential conflicts of interest are identified, GoldenTree seeks to address such conflicts by eliminating the conflict, disclosing the conflict, and/or managing the conflict through the adoption of appropriate policies, procedures or other mitigants. Although reasonable efforts are made to mitigate any potential conflicts of interest with respect to each situation, there is no guarantee that GoldenTree can control for all such potential conflicts of interest, and there may continue to be an ongoing appearance of a conflict of interest.

GoldenTree believes that high ethical standards are essential for the success of GoldenTree and to maintain the confidence of its Clients. As such, GoldenTree has adopted a Code of Ethics (“the Code”) that places restrictions on personal securities trading and other conduct by employees, principals, affiliates and related persons (together “employees”). Among other things, the Code generally prohibits employees from purchasing or selling any security held by Clients at any time that GoldenTree is trading in the subject security on behalf of such Clients. The Code also requires employees to obtain prior approval from GoldenTree’s Chief Compliance Officer or designee and consult with portfolio management and trading personnel, before placing a personal securities transaction in those security types subject to pre-clearance, for example, common stock. Further, the Code requires employees to hold securities subject to GoldenTree’s preapproval procedures for a certain prescribed period. GoldenTree requires that its employees arrange for duplicate trade confirmations and account statements to be provided to GoldenTree with respect to their personal securities transactions. GoldenTree has developed and implemented policies and procedures, including those included in the Code, governing the dissemination of material non-public information. These policies seek to control the flow and prevent the potential misuse of material non-public information. As part of its procedures, GoldenTree’s Compliance group maintains a restricted list (the “Restricted List”). The Restricted List contains the names of companies about whom parties at GoldenTree, and its affiliates, possess material non-public information (from whatever source) as well as the names of companies with whom GoldenTree has agreed to some form of contractual trading restriction. Transactions in issuers that are included on GoldenTree’s Restricted List are subject to certain trading restrictions and/or prohibitions, including restrictions on personal securities transactions. GoldenTree will provide a copy of the Code to any existing or prospective Client upon request. In certain limited circumstances, GoldenTree’s Chief Compliance Officer or his designee will grant exceptions to the policies and procedures contained in the Code when he/she believes, based on the particular facts and circumstances, that doing so would not harm GoldenTree’s Clients or otherwise interfere with its fiduciary duties. Gifts and Business Entertainment From time to time in the ordinary course of business, GoldenTree or its employees have and in the future will accept business meals, business entertainment, or gifts from persons with whom GoldenTree does business. GoldenTree has included policies and procedures within the Code intended to prevent such activities from unduly influencing employee decisions with respect to

managing client accounts (e.g., selection of broker-dealers for execution of client securities transactions). Political Contributions GoldenTree and its employees have and in the future could make political contributions to persons who serve or seek to serve in elected capacities with certain public entities. These political contributions are permitted only with prior approval from the Chief Compliance Officer or his designee. Outside Business Activities From time to time, certain GoldenTree employees engage in outside business activities, including outside directorships. Any outside business activity is subject to review and actual and potential conflicts of interest are analyzed during such review process. Although unlikely, GoldenTree could be restricted in trading the securities of certain issuers in Client portfolios if an employee or officer, as a result of outside business activity, obtains material, non-public information regarding an issuer. Interest in Client Investments GoldenTree can purchase or sell for certain of its Clients securities that are issued by other GoldenTree Clients, such as equity and debt securities issued by CLOs for which GoldenTree acts as collateral manager or where GoldenTree is an investor and/or otherwise holds an interest in the issuer. These situations generally could create a conflict of interest, as GoldenTree may be viewed as entering into a particular investment transaction on behalf of its Clients due to a financial interest in the underlying security by GoldenTree and its employees. In this regard, GoldenTree has adopted policies and procedures intended to prevent and mitigate such potential conflicts of interest. This includes, but is not limited to, the review of Client transactions by GoldenTree’s Compliance Department. GoldenTree can also recommend to Clients the purchase or sale of securities in which GoldenTree and or its employees also invest or otherwise have a financial interest. Such purchases can involve the same securities owned by Clients (or Clients could purchase different tranches of securities issued by the same issuer). Moreover, such issuers could provide services to GoldenTree and/or its Clients in what GoldenTree believes to be at arms-length terms. To this end, employees whose primary responsibilities are portfolio management, subject to GoldenTree’s Code of Ethics, can engage in personal securities transactions in which the underlying issuer is within his or her sector of coverage. This may present the appearance of a

conflict, namely that GoldenTree is trading in a particular investment on behalf of Clients because of a financial interest in the underlying security by GoldenTree, or that employees who trade in issuers within their coverage sector are taking for themselves investment opportunities that may be suitable for one or more of GoldenTree’s Clients. Furthermore, this may also present a conflict of interest in that GoldenTree and its employees may purchase a particular investment where a Client purchases the same investment but at a different point in time (as the investment is not seen to be initially suitable for Clients) and at a different price. In this regard, GoldenTree has adopted policies and procedures intended to prevent and mitigate such conflicts of interest. These policies and procedures include, but are not limited to, the review of Client transactions by GoldenTree’s Compliance Department, a requirement for GoldenTree’s employees to obtain pre-approval for certain personal securities transactions, blackout periods that apply to employee trading in certain securities and issuers that are also held in Client accounts, and minimum holding periods that apply to securities that are purchased by employees. GoldenTree maintains an investment account (the “GoldenTree Account”) to manage certain of its proprietary assets. The GoldenTree Account pursues an investment strategy based on investment strategies employed by GoldenTree on behalf of one of more of its Clients. The GoldenTree Account trades pari passu with the Client account(s) pursuing the same strategy (as set forth In GoldenTree’s allocation policy). To this end, GoldenTree’s Chief Compliance Officer (or his designee within the Compliance Department) regularly reviews the trading activities of the GoldenTree Account versus other similarly managed Clients to monitor and determine that such other Clients are (a) being treated equitably and fairly in regard to their trading activities, and (b) are allocated investment opportunities generally in a pro rata manner consistent with their respective investment objective and guidelines. GoldenTree can also exclude certain hedging activities where the GoldenTree Account determines to take on more risk. The management of the GoldenTree Account presents potential conflicts of interest insofar as the GoldenTree Account and Clients will own the same securities, including securities that have limited availability and participate jointly in aggregated orders for those securities. On 45 days notice, the GoldenTree Account can elect to change its then current investment strategy to pursue another strategy offered by GoldenTree. The absence of specified withdrawal dates could present potential conflicts of interest insofar as the GoldenTree Account and Clients could dispose of those securities at different times based on both Client account activity and decisions by GoldenTree. GoldenTree can engage in securities transactions and investment strategies for one Client that differ from the transactions and strategies executed on behalf of another Client and/or GoldenTree and its employees. Therefore, GoldenTree can invest in certain securities or loan

instruments of a particular issuer for one Client, but invest in a different part of the same issuer’s capital structure for another Client. To this end, GoldenTree has and could continue to purchase on behalf of Clients different classes of debt of the same issuer and debt and equity of the same issuer for different Clients. These and other investments can be deemed to create conflicts of interest, particularly because GoldenTree can take certain actions for some Clients that can have an adverse effect on other Clients (for example, in connection with restructuring and reorganization situations). In such cases, GoldenTree will seek to act in a manner it reasonably believes to be equitable to all Clients under the circumstances. Further, if GoldenTree becomes a member of creditors’ committee due to its loan holdings in a particular issuer, it could be restricted from trading on behalf of other Clients who hold securities of the same issuer. Clients (and investors in Funds) should be aware that conflicts will not necessarily be resolved in favor of their interests, and GoldenTree will attempt to resolve such matters fairly, but even fair resolution can be resolved in favor of some Clients versus others. In this regard, the Compliance Department reviews Client trading activities and will seek advice from counsel when appropriate with the intent to identify, prevent and mitigate such conflicts of interest. Other Conflicts GoldenTree’s personnel are permitted under certain circumstances to invest along-side in coinvestment opportunities afforded to Clients; provided that all relevant Clients have first received what GoldenTree believes to be an appropriate allocation. GoldenTree seeks to address these conflicts in part through its allocation process and with disclosure in this Brochure and in offering documents. When allocating investments among Clients and, in particular, when determining whether to allocate to a Client, to include a particular Client in an aggregated order involving multiple Clients, and/or the Client’s percentage participation in a Bunched Order (defined below), GoldenTree will consider a number of factors (collectively, “Allocation Factors”), as described further in Item 12. In certain cases, a placement agent to GoldenTree will be used and in such circumstances there are certain conflicts of interest that arise. Placement agents that solicit investors on behalf of GoldenTree and its Clients are subject to a conflict of interest because they will be compensated in connection with their solicitation activities. Further, placement agents to GoldenTree and its affiliates have provided, and may in the future provide, investment banking, commercial banking and other services to the issuers of GoldenTree's investments and to other persons whose activities could affect GoldenTree's investments. Certain of the placement agents used by GoldenTree could also be investors in Funds managed by GoldenTree.

From time to time, GoldenTree and/or its principals donate to charitable organizations that are supported by Clients and/or are supported by an individual employed by one of GoldenTree’s Clients. In general, those donations can be made in response to requests from Clients or their personnel. In the case of donations being made by GoldenTree, such contributions are generally approved by senior management. GoldenTree faces a conflict of interest when making recommendations regarding the value of investments in Client accounts (such as illiquid or difficult to value investments) because GoldenTree’s fees are generally based on the value of assets under management. GoldenTree’s valuation policy mitigates this conflict effectively and enables GoldenTree to value Client assets fairly and in a manner that is consistent with Clients’ best interests.

Execution Quality In placing purchase and sale orders of securities for Clients, GoldenTree’s policy is to seek “best execution”, which the SEC generally describes as a duty to execute securities transactions so that a Client’s total costs or proceeds in each transaction are the most favorable under the circumstances. In selecting brokers to effect portfolio transactions, GoldenTree may not always pay the lowest possible commission or markup or markdown, but may take into account a number of factors when determining best execution, including (a) the broker’s efficiency in executing and clearing transactions, (b) block trading capability, (c) the broker’s financial strength and experience in the industry, (d) liquidity, (e) reliability, (f) responsiveness, (g) reputation, (h) execution, (i) clearance, (j) settlement and creditworthiness, (k) willingness to commit capital, (l) access to a particular trading market, (m) access and/or availability to the primary market, (n) availability of securities to borrow or short sales, and (o) the value of research it provides. Primary market makers are used for transactions in the over the counter market, except in those instances where GoldenTree believes more favorable execution or price is obtainable elsewhere. Soft Dollar Arrangements Where GoldenTree has discretion in the selection of broker-dealers and subject to applicable law, GoldenTree could pay more than the lowest available commission to a broker-dealer that furnishes GoldenTree with brokerage and research services (as defined in Section 28(e) of the U.S. Securities and Exchange Act of 1934). Such research services include, but are not limited to, (i) research reports on companies, industries, and securities; (ii) economic and financial data;

(iii) financial publications; (iv) proxy analysis; (v) trade industry seminars; (vi) computer data bases; (vii) quotation equipment and services; and (viii) research-oriented computer hardware, software and other services. These arrangements are known as soft dollar arrangements. Research services obtained through the use of soft dollars could be used in servicing any or all of GoldenTree’s Clients and could be used in connection with Client accounts other than those that pay commissions or commission equivalents to the broker-dealer providing the research and other services. In order to ensure the continued receipt of services GoldenTree believes is useful in its investment decision-making process, GoldenTree may seek to direct sufficient commissions and commission equivalents to broker-dealers who provide it with research services. To the extent GoldenTree receives research services with soft dollars, it receives a benefit because it does not have to produce or pay for such services. Any management fees and performance fee compensation paid to GoldenTree are not reduced as a result of the receipt of brokerage or research services paid for with soft dollars. While GoldenTree does not currently have any direct third-party soft dollar arrangements, it does currently utilize commission sharing arrangements with certain institutional brokerage firms in which a portion of the commissions on trades executed by GoldenTree on behalf of its Clients are accumulated in an account that GoldenTree then uses to compensate generally smaller research oriented brokerage firms for the research services they provide. This creates a conflict of interest for GoldenTree in that GoldenTree is permitted to utilize Client funds to obtain research that it would otherwise have to produce or pay for from its own funds. Both soft dollar and commission sharing arrangements create a potential incentive to recommend or utilize a particular broker-dealer for execution based on GoldenTree’s interest in receiving research products and services rather than on its Client’s interests in receiving the most favorable execution and/or lowest available commission. Trading Broker-dealers utilized by GoldenTree or affiliates of such broker-dealers, as well as registered representatives of such broker-dealers, could be investors in the Funds. Certain of these brokerdealers that invest in GoldenTree’s Funds could invest under different terms with respect to their investment. This creates a conflict of interest for GoldenTree when selecting brokers and dealers to execute securities transactions. In order to mitigate this conflict, GoldenTree periodically evaluates its Approved Brokers list based on a range of best execution considerations irrespective of these arrangements. These factors include (i) the overall quality of brokerage services, (ii) execution capability, (iii) willingness to commit capital, (iv) creditworthiness and financial stability, (v) clearance and settlement capability, and (vi) the provision of research and other services.

Brokers are added to the list after review by senior personnel of GoldenTree. Further, GoldenTree maintains a Trade Management Oversight Committee comprised of senior personnel that reviews the brokers on the Approved Brokers list as potential creditworthiness or other pertinent issues are brought to its attention. In selecting broker-dealers for execution, GoldenTree does not engage in the practice of directing order flow to broker-dealers in exchange for client referrals from such broker-dealers. Cross and Principal Transactions In lieu of executing a purchase or sale transaction in the open market via a broker-dealer, GoldenTree could engage in a cross transaction between Client accounts (including Clients managed by its affiliates) in which one Client purchases securities held by another Client with such cross transactions executed directly or through unaffiliated broker-dealers. GoldenTree could effect a cross transaction under certain circumstances including, for example, if, as a result of divergent liquidity or strategic objectives, GoldenTree determines to reduce one Client’s exposure to a particular investment and increase another Client’s exposure to that investment. GoldenTree could also, in limited circumstances, engage in a principal transaction whereby GoldenTree or an affiliate, will purchase or sell securities from or to a Client account where such transaction is otherwise not considered suitable for a Client account. GoldenTree could effect a principal transaction in circumstances involving, for example, a Client that is fully liquidating its separately managed account and holds certain illiquid investments for which there is no readily available market. GoldenTree must determine that the cross or principal transaction is in the best interests of all Clients involved and at a price GoldenTree has determined is fair for all parties by reference to independent market indicators or another independent valuation basis. Cross and principal trades for which the price is determined based on a good-faith determination of fair value (in instances in which exchange quotations, pricing vendor, or broker-quotes are not available) will be valued using an independent pricing source. The execution price may also be established by means of a contemporaneous purchase or sale in the open market by a Client account, or through a BWIC process in which the best bid received in the BWIC would be used as the execution price. Finally, the execution price could also contain a discount to the observed independent price but only if the discount is approved by GoldenTree’s Compliance Department (such as in the case of a Fund or separately managed account that is liquidating) and: (a) is determined either by written agreement between GoldenTree and the Client(s), or (b) is determined by an independent third party as being deemed reasonably applied based upon the facts and circumstances involved. Depending upon the facts and circumstances involved, a discounted execution price used in a cross or principal transaction may not necessarily be factored into the

fair market valuation for the security involved on an ongoing basis. Thus, in some circumstances, a security traded in a cross or principal transaction could be marked up or down immediately following execution. While Clients may pay commissions in cross transactions to unaffiliated broker-dealers, neither GoldenTree nor any employee receives any commissions or other transaction-based compensation in connection with cross transactions. An independent director or advisor of a Fund and/or a designated person appointed by a separately managed account will generally approve principal trades prior to settlement (in addition to other approvals required under GoldenTree’s compliance policies). With respect to cross trades (not involving a principal trade), the independent director or advisor of a Fund will receive notification of the trade, and may be asked to approve certain trades depending on the facts and circumstances involved. Similarly, certain separately managed account Clients only require notification following execution of a cross transaction (not involving a principal trade), while other separately managed account Clients require that they approve the transaction. GoldenTree’s principals and employees can have an interest in the Funds that are engaging in cross transactions. The Chief Compliance Officer as well as a member of GoldenTree’s Trading and Portfolio Management departments must review and approve each cross and principal transaction internally prior to settlement. Allocation of Investment Opportunities Consistent with its obligation to seek best execution, GoldenTree may aggregate purchase and sale orders of securities, commodities, and other financial instruments held by a Client with similar orders being made simultaneously for other Clients (a “Bunched Order”), including Clients managed by other GoldenTree affiliates but executed through GoldenTree’s Trading Desk, if, in GoldenTree’s reasonable judgment, such aggregation would result in an overall economic benefit to all participating Clients based on relatively better purchase or sale prices, lower commission expenses, beneficial timing of transactions, or a combination of these and other factors. While GoldenTree generally makes portfolio decisions for similarly situated Clients on an aggregated basis, it is not required to do so if portfolio management decisions for different Clients are made separately, or if GoldenTree determines that bunching or aggregating would be inconsistent with its obligation to seek best execution for Client orders. Therefore, transactions may be executed at different times and/or at prices that are different between Clients. Where securities acquired in a Bunched Order are acquired at different prices or different costs (as prevailing trading activity frequently may make it impossible to receive same price or

execution on the entire volume of securities purchased or sold) GoldenTree may decide in certain instances to average the various prices and costs among participating Clients. GoldenTree manages a variety of Clients that may pursue one or more investment strategies and objectives. Certain Clients share similar investment strategies and objectives while others differ. A particular investment could be deemed suitable for one Client but not another or could be deemed potentially suitable for a range of Client accounts. When allocating investments among Clients and, in particular, when determining whether to allocate to a Client, to include a particular Client in an aggregated order involving multiple Clients, and/or the Client’s percentage participation in a Bunched Order, GoldenTree will in its good faith discretion consider a number of factors (collectively, “Allocation Factors”). In general, Clients will, to the extent practicable, be allocated investments on a pro rata average price basis, subject to the Allocation Factors, where a different allocation may be imposed, as follows: 

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Investment strategies and objectives including, when applicable, distinguishing what GoldenTree deems to be the primary or core strategy/objective for one Client and a nonprimary or accent strategy/objective for another Client; Net investment exposures at an issuer, security/position, and asset class level; The Client’s target return profile and risk tolerance; Client-imposed investment guidelines/restrictions; Timing of investments (e.g., if the agreements required for particular types of trading or investments for a Client’s accounts are not yet in place); In the case of CLOs for which GoldenTree or its affiliates acts as collateral manager, compliance tests, restrictive covenants, or credit ratings agency requirements that mandate certain portfolio characteristics, ratios, or measures be maintained (e.g., GoldenTree may allocate a particular bank loan investment with a shorter dated maturity to a CLO in order to maintain or improve its compliance with a weighted average maturity test); Cash availability/buying power on an absolute basis and relative to similarly situated Clients; Liquidity requirements, including pending or anticipated contributions and redemptions and other contractual terms set forth in the governing documents for a particular Client (e.g., duration of a Client’s investment period or term, where applicable); Financing and leverage considerations (including, without limitation, taking into account the levels/rates that would be required to obtain an appropriate return); Any minimum denominations or increments to which trading in the security or instrument is subject;

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Economic Benefits for Providing Services to Clients Other than what is described within this Brochure, no other person, other than Clients, provides an economic benefit to GoldenTree for providing investment advice or other advisory services to its Clients.

Compensation to Non-Supervised Persons for Client Referrals From time to time, GoldenTree enters into arrangements with third parties whereby GoldenTree compensates such third parties for referring clients or investors to GoldenTree. To the extent required by applicable law, GoldenTree will only enter into such an arrangement if the client/investor is aware of the fee arrangement and the arrangement is in compliance with applicable rules and regulations. In addition, GoldenTree’s prime brokers and broker dealers, from time to time, refer to GoldenTree potential clients/investors or arrange for meetings with potential clients/investors who are also often clients of the broker. While this may create a potential conflict of interest, capital introduction is not a consideration when selecting or retaining prime brokers or executing trades. While the meetings may be arranged by the brokers, there is no guarantee that the clients/investors will invest with GoldenTree. Other than the standard commission rates paid by GoldenTree’s Clients, and customary prime brokerage fees, the brokers do not receive any compensation, directly or indirectly, for the meetings or the subsequent investments, if any. GoldenTree does not select or recommend broker-dealers based upon client referrals from a broker dealer or third party. Clients do not direct brokerage.

There are no legal or disciplinary events that are material to an existing or prospective client’s evaluation of GoldenTree’s advisory business or the integrity of its management.

GoldenTree’s Chief Investment Officer and Lead Portfolio Managers review Client accounts and portfolios on a regular and routine basis. Moreover, the Chief Compliance Officer (or his designee within the Compliance Department) will, as noted prior, review FGUL and GoldenTree Account transactions. Lead Portfolio Managers are responsible for the day-to-day management and portfolio construction of specific strategies. In order to ensure compliance with client-imposed investment requirements/restrictions, GoldenTree performs certain pre-trade and post-trade guideline monitoring. All new, open, and executed orders are maintained in Charles River™. In addition, the CIO and senior portfolio managers receive and review trading and holdings reports on a daily basis. In addition, regular reviews are conducted of the trading in Client accounts. Transactions are reviewed to confirm compliance with client-imposed investment restrictions and to review whether trade allocations have been made in a manner consistent with GoldenTree’s policies and procedures and its disclosures to Clients (see “Allocation Factors”). In addition, the Chief Compliance Officer or designee periodically selects a sample of representative transactions to review whether they were executed within the prevailing market. In the event that an impermissible entry or other trading error with respect to a Client account is identified during these reviews, such error will be identified and, to the extent possible, corrected as expeditiously as possible and in accordance with GoldenTree’s trading error correction policies (see above). Factors Prompting Review of Client Accounts Other than on a Period Basis In addition to the regular reviews noted above, the Chief Compliance Officer or his designee will review specific trading to the extent specific circumstances arise, such as whether a proposed

allocation creates a conflict of interest or if a trading error occurs (which are described in further detail in Item 12). Content and Frequency of Account Reports to Clients To the extent GoldenTree advises separately managed accounts, the Client will generally receive transactional reporting at or near the time that trades are executed for the applicable separately managed account and will be afforded full transparency with respect to portfolio holdings. Performance reporting and, to the extent requested by a Client, assistance in the preparation of annual audited financial reporting, will also be provided. Investors in the Funds generally receive from the Fund’s administrator estimated monthly performance reports and an annual audited financial report of the Funds (except for the collateralized loan obligation investments) prepared by the Funds’ certified independent public accountants, as well as any other reports required by law or the relevant Fund’s governing documents. In addition, GoldenTree generally provides quarterly investor letters and monthly portfolio overviews and investment performance related reports to investors. Further, GoldenTree, in its sole discretion, may make additional information about the Funds available to inquiring investors as it deems appropriate. Prior to releasing such additional information, depending on the information involved, GoldenTree may require an investor to enter into a confidentiality agreement. While all investors generally receive similar information, to the extent an investor requests information that is not otherwise provided in a Fund’s regular reports to investors, such information may provide such investor with greater insight into the Fund’s activities relative to other investors in the Fund. Moreover, Clients with separately managed accounts will also have full transparency of portfolio investments entered into on its behalf. This could enhance such investor’s or Client’s ability to make investment decisions with respect to the Fund and could affect such investor’s decision to make a purchase in or request a redemption from the Fund or its separately managed account.

Except with respect to its Funds (which may include Funds with just one investor) and certain separately managed accounts , GoldenTree and its affiliates do not maintain physical custody of any securities or cash owned by the Funds (other than certain privately offered securities to the extent permitted by the Investment Advisers Act of 1940, as amended). With respect to the Funds, GoldenTree is generally deemed by the applicable regulatory rules to have constructive custody of the assets of such Funds as a result of its affiliate’s position as a general partner and/or GoldenTree’s or its affiliate’s equivalent control of such Funds. Funds are subject to an annual audit by an independent public accountant registered with the Public Company Accounting Oversight Board (PCAOB) and distribute audited financial statements to investors within 120 days of their fiscal year end. With respect to separately managed accounts, Clients are generally responsible for selecting their custodian and receive periodic account statements directly from the broker-dealer, bank, or other institution providing such services. Clients should carefully review these statements and are urged to compare them with reporting provided by GoldenTree. However, for separately

managed accounts where GoldenTree is deemed to have constructive custody, GoldenTree will undergo an annual custody audit by a PCAOB registered independent public accountant.

As stated above, GoldenTree and its affiliated entities have been granted discretionary trading authority over its managed Clients through the investment management agreements with, or organizational documents of, the Clients. In the case of Funds, limitations as to the discretion that may be utilized is outlined in the Funds’ offering documents and investment management agreements. In the case of separately managed accounts, Clients may impose investment restrictions that are negotiated between GoldenTree and the Client and memorialized in the investment management agreement.

Policies and Procedures Relating to Voting Client Securities Within their investment management agreement or other Client related documentation, Clients may grant GoldenTree authority to vote their securities. In regard to Funds, GoldenTree will generally have the authority to vote securities whereas with separately managed accounts that authority will be subject to individual negotiation. At present, GoldenTree generally has authority to vote securities for all its Clients (with some limitation for certain separately managed accounts that may have retained discretion to vote on certain types of matters). In the case of debt securities, voting items generally pertain to amendment and consent requests, for example, a request to amend a bond’s indenture, as well as bankruptcy and reorganization proposals, as applicable such as a proposal to restructure a debt security where the underlying issuer is in bankruptcy. In the case of equity investments, GoldenTree maintains a Proxy Policy. The Proxy Policy stems from the fiduciary obligations that GoldenTree has to its Clients regarding GoldenTree’s authority to vote their proxies and provides GoldenTree with a demonstrable framework to allow it to act in the best interests of its Clients and to place the interests of its Clients before its own. A copy of the Proxy Policy will be provided, upon request, to any Client that has given GoldenTree authority to vote its proxies. All Clients are also entitled, upon request, to the

records of proxies received and voted on their behalf by GoldenTree. Clients should contact GoldenTree’s Business Development group at 1-212-847-3500 with any such requests. GoldenTree has engaged Institutional Shareholder Services (“ISS”) as an independent third party proxy voting service to assist in the voting of Client proxies. ISS receives daily equity holdings and CUSIPS from GoldenTree, as well as share amounts, CUSIPS, and ballot control numbers from custodians and prime brokers for upcoming votes. ISS provides a reconciliation of holdings received from GoldenTree to those received from prime brokers and custodians for upcoming votes. ISS also alerts GoldenTree of all upcoming votes where no notifications have been received from prime brokers and/or custodians. GoldenTree Operations works to resolve any discrepancies. ISS will provide GoldenTree with an analysis of proxy ballot items and vote recommendations based upon ISS’s Voting Guidelines. ISS will generally vote proxies in accordance with the recommendations of company management to the extent the proposals maintain or strengthen the shared interests of shareholders and management, increase shareholder value, and maintain or increase the rights of shareholders. In all cases GoldenTree seeks to vote proxies in the best interest of its Clients. However, GoldenTree realizes that there are many complexities to proxy votes and has reserved the right to override ISS’s recommendations to vote against a proposal or recommendation of management if it determines, in its opinion, that such action is in the best interests of a Client. With respect to GoldenTree Funds or separately managed accounts, each Fund or Account’s prime brokers and/or custodians maintain records of all securities that are lent out pursuant to a lending arrangement or were rehypothecated. When ISS notifies GoldenTree of an upcoming vote, GoldenTree checks whether the underlying security is on loan. To the extent the underlying security has been lent out, if GoldenTree wishes to vote on the subject item it will instruct the custodian or prime broker to reclaim the security.

GoldenTree does not require or solicit prepayment of advisory fees. There is no current financial condition that is reasonably likely to impair GoldenTree’s ability to meet its contractual commitments to its Clients.