Greywolf Capital Management LP

A. General Description of Advisory Firm We are a Delaware limited partnership, founded in February 2003. We primarily provide investment management services to separately managed accounts and private pooled investment vehicles (each, a “Fund,” and collectively, the “Funds” or “Clients”) that are offered to qualified investors on a private placement basis, typically pursuant to an investment management agreement or similar document (an “IMA”) under which the Adviser is generally granted discretion to trade the Client’s account without obtaining the Client’s consent to each particular transaction (subject to the investment policies and restrictions, if any, imposed by the Client in an IMA or other organizational or operative document). In addition, we operate under basic policies and principles applicable to the conduct of our investment advisory business. These policies and principles are based upon general concepts of fiduciary duty, the specific requirements of the Investment Advisers Act, the rules and regulations promulgated thereunder, and our internal policies. We anticipate advising other funds and managed accounts from time to time. We refer to such potential clients, along with the Clients, as our “clients.” Our principals are Jonathan Savitz, Chief Investment Officer; William Troy, Chief Risk Officer; James Gillespie, Portfolio Manager; Joseph Marconi, Portfolio Manager; and Brett Bush, Chief Operating Officer. Greywolf Capital Management LP is controlled by its general partner, Greywolf GP LLC, a company controlled by Jonathan Savitz. B. Description of Advisory Services As an investment adviser, we provide portfolio management services to our Clients. We are responsible for sourcing potential investments, conducting research and due diligence on potential investments, analyzing investment opportunities, structuring investments, and monitoring investments on behalf of our Clients. We generate all our advisory billings from investment advisory services. In general, we do not limit the type of investment advisory services we offer and there are no material limitations to the types of securities in which we may invest our clients’ capital (subject to anything in the relevant IMA, offering document, or organizational documents of a particular client). We may invest in any security and any sector of the market to carry out the overall objectives of our clients. Such objectives, strategies and policies may be expected to evolve materially over time. We have complete flexibility to create or organize (alone or in conjunction with others including affiliates) or otherwise utilize special purpose subsidiaries or other special purpose investment vehicles, swaps or other derivatives or structured products. C. Availability of Customized Services for Individual Clients We tailor our advisory services to the individual needs of our Clients. The Client’s IMA, managed account agreement (a “MAA”), a Fund’s private placement memorandum (a “PPM”), or other Fund organizational or operative documents provide more detailed descriptions of each Client’s investment objectives and may contain investment guidelines, policies, or restrictions.

D. Wrap Fee Programs We do not offer or participate in a wrap fee program. E. Assets Under Management As of January 1, 2026, we had approximately $3,084,879,327 Client Regulatory Assets Under Management (as such term is defined in the instructions to Form ADV Part 1A), on a discretionary basis.

A. Advisory Services and Fees While the management and performance fees vary by Client, our basic fee schedule is currently as follows: the Adviser receives a management fee of up to 1.5% annually of net assets under management and an incentive or performance fee or allocation of up to 35% of the annual profit, if any, charged to each client subject in certain cases to a hurdle, loss carry forward or high water mark provision. In addition, each Client is responsible for research and certain administrative expenses or pays a fixed administrative fee of up to 0.5% annually to cover such expenses, as described under “C. Additional Expenses and Fees” below. From time to time, we may negotiate different fee schedules than those discussed above for clients (or underlying investors) based on a variety of factors, including nature of investments. We structure any performance or incentive fee or allocation arrangement in accordance with Section 205(a)(1) of the Investment Advisers Act and the rules and regulations promulgated thereunder, including the exemption set forth in Rule 205-3 permitting performance fee arrangements with “qualified clients.” B. Payment of Fees The IMAs, PPMs, MAA or other Fund documents, govern the terms of compensation and the manner in which we charge fees to each Client. Subject to the terms of IMAs, PPMs, MAA’s or other Fund documents, our Clients may authorize us to directly deduct fees from the Client’s account or we may send our Clients invoices for our fees. Our management and administrative fees are generally paid quarterly in advance, depending on the Client, based on beginning net assets at the start of each quarter. For certain Funds, management or administrative fees may be paid at the end of a quarter. Management and administrative fees will be prorated for partial periods. Performance or incentive fees or allocations are generally paid annually in arrears. C. Additional Expenses and Fees In general, the Funds bear certain expenses in connection with their operations, including, but not limited to, investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, interest expenses, consulting and other professional fees relating to particular investments or contemplated investments, investment-related travel and lodging expenses, and research-related expenses, including, without limitation, news and quotation equipment and services and the cost of certain investment management related software), legal expenses, accounting, audit and tax preparation expenses, organizational expenses, expenses relating to the offer and sale of interests and shares, as the case may be, management fees, fees to the administrator, extraordinary expenses and other similar expenses related to the Funds. From time to time a Client may invest in mutual funds and exchange-traded funds, which also charge management fees and expenses. Certain Funds may also bear other expenses, including premiums for directors’ and officers’ liability insurance (if any, as applicable), remuneration to members of the respective Fund’s board of directors and/or advisory boards, expenses related to the maintenance of each Fund’s registered office and corporate registrations. Certain Funds may also bear their pro-rata share of certain of our affiliates’ investment-related and other expenses respectively.

These charges, fees, and expenses are exclusive of and in addition to our management and incentive fees. We shall not receive any portion of these charges, fees, and expenses and shall not receive a brokerage commission or other compensation attributable to the sale of a security or other investment product. However, in lieu of reimbursement to the Adviser of research and certain administrative expenses otherwise payable by the Funds, certain Funds will pay an administrative fee, under terms described in their IMA, MAA, PPM or other operative or organizational documents. D. Prepayment of Fees Certain Funds and Clients, depending on the IMA, MAA, PPM or other operative document, pre-pay management fees on a quarterly basis. If a client (or underlying investor in the case of a Fund) pre-pays a fee and then terminates its advisory contract before the end of the billing period, the client may obtain a refund by contacting the Adviser or the refund will automatically be credited to the client (or underlying investor) as specified in the relevant IMA, MAA, PPM or other Fund document. The amount of the refund will be prorated for the partial period. E. Additional Compensation and Conflicts of Interest We do not receive a brokerage commission or any other compensation attributable to the sale of securities or investment products and our personnel do not receive such compensation.

A. Methods of Analysis and Investment Strategies As a general matter, the Adviser may use various methods of analysis, including charting, economic, fundamental, cyclical, technical, and quantitative analyses. In addition, the principals and members of our investment team have developed their own methodology and resources to assist in the identification of opportunities in the relevant markets. We also utilize the relationships that our principals and other members of the investment team have developed throughout their careers to identify and analyze investment opportunities. In general, we focus on three fundamental investment strategies, event driven investing, structured product investing and tail risk investing. Event Driven and Special Situations Investing Event Driven investing includes a variety of strategies seeking to capitalize on market opportunities resulting from catalyst driven events and value propositions created by market inefficiencies. Such catalysts or inefficiencies may be caused by, among other things, operational challenges, legislative or regulatory changes, legal actions, management issues, allegations of fraud, severe market demand shifts, corporate reorganizations or restructurings, liquidity crises, mergers, spin-offs, or credit rating changes. These events may lead to significant price fluctuations. Our particular focus is on investing long and short in special situations equities, performing credit and distressed securities. In identifying opportunities, we take a concentrated, fundamental approach focused on complex, event driven investments with a deep value orientation. Structured Products Investing (CLO Credit Strategy) Structured products generally refers to structured transactions that are expected to consist substantially of cash and synthetic collateralized loan obligations (“CLOs”) and the equity securities of CLO issuers (“CLO equity”), but may also include commercial mortgage-backed securities (“CMBS”), residential mortgagebacked securities (“RMBS”), asset-backed securities (“ABS”), credit default swaps (“CDS”), other derivative instruments, and other types of structured products. The CLO Products may consist of or reference corporate loans and debt instruments, We typically invest, on behalf of our clients employing a structured products investment strategy, in tranched portfolio risk in both the cash and synthetic markets. It is expected that a significant portion of the positions in this strategy will be in investments in debt and equity tranches of structured corporate credit transactions (or similar securities). These structured corporate credit transactions are expected to include both cash and synthetic collateralized loan obligations (“CLOs”) and similar investments, credit default swap (“CDS”) and other derivative instruments, and other types of structured corporate credit products which may consist of or reference individual, indexed or portfolio corporate debt instrument, or other assets.

In addition, certain portfolio investments for managed Funds may be in products that are managed by or are custom-designed by Greywolf. B. Risk of Loss The investment programs of the Funds are generally speculative and entail substantial risks. Investors may lose all or a substantial portion of their investment. There can be no assurance that the investment objectives of the Funds will be achieved and that investors will not incur losses. In addition to the risks listed below, clients and underlying investors should review the respective PPMs or other offering documents for each Fund for a detailed description of risk factors associated with a particular investment in a Fund. Risk Factors General Risk Factors The following risk factors, in general, apply to both of our investment strategies, event driven investing and structured products investing; however risk factors specific to each strategy and Client are set forth in the relevant fund and/or organizational documents. Below is a non-exhaustive summary of some of the considerations for each strategy, but may not include all of the considerations an investor may consider material: Investors should be aware that they may lose all or part of their investment. All investments involve the risk of loss of capital. We believe that the Funds’ investment programs and research techniques moderate this risk through a careful selection of securities, the use of short positions and other financial instruments. However, no guarantee or representation is made that a particular Fund’s investment program will be successful. A Fund’s investment program may utilize such investment techniques as option transactions, margin transactions, short sales, limited diversification, leverage and forward contracts, which can, in certain circumstances, increase the adverse impact to which the Fund’s portfolio may be subject. Concentration of Investments; Limited Diversification. We may have certain of our Clients invest substantially all of their assets in as few as one investment. As a result, Clients’ portfolios will be more susceptible to fluctuations in value of each investment than a less concentrated portfolio would be. Clients’ aggregate returns may be volatile and may be affected substantially by the performance of a particular holding. We will not be obligated to hedge our Clients’ positions. At any given time, it is possible that our Clients’ investments or portfolio risks could be concentrated in one or few industries, companies, geographic regions, asset types, strategies or other areas of risk. Such concentration of risk may increase the losses suffered by our Clients or reduce their ability to hedge their exposure and to dispose of depreciating assets. Limited diversity could expose Clients to losses disproportionate to those incurred by the market in general if the areas in which the Clients’ investments are concentrated are disproportionately adversely affected by price movements in those financial instruments or assets. Long-Term Nature of Investment. An investment with us requires a long-term commitment with no certainty of return. Because of the nature of our investment programs, there can be no assurance that Clients will be able to realize returns on their investments in a timely manner or at all. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains are realized on successful investments. The return of capital and realization of gains, if any, from an investment may not occur for a

substantial period of time after investing with us. Illiquid Portfolio Instruments and Special Investments. We may invest a portion of our Clients’ assets in instruments (including, without limitation, in equity or debt of private issuers, “hard” assets or illiquid financial instruments) that do not freely trade or that trade infrequently with no broker-dealer making a market in such instruments. Our Clients may not be able to readily dispose of such instruments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Bank Loans. We may invest our Clients’ assets in bank loans and participations. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) with respect to participations, limitations on the ability of our Clients to directly enforce its rights and counterparty credit risk considerations. In analyzing each bank loan or participation, we compare the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by Clients. Investing in High Yield Securities. We may invest our Clients’ assets in high-yield securities. Such securities are generally not exchange traded and, as a result, these instruments trade in the over-the-counter marketplace, which is less transparent than the exchange-traded marketplace. In addition, we may invest our Clients in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Global Investments. We may invest our Clients’ assets in the debt or other securities and instruments of issuers located outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such companies. Clients may be subject to additional risks which include possible adverse political and economic developments, possible seizure or nationalization of foreign deposits and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities may be subject to brokerage and other taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such securities at the time of sale. Income received by our Clients from sources within some countries may be reduced by withholding and other

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We currently provide investment advisory services to (i) private investment funds that are primarily offered to institutional investors and financially sophisticated high net worth individuals and (ii) separately managed accounts, primarily for the foregoing types of investors. Our investment advisory services are generally intended for fund of funds, pension and profit sharing plans, insurance companies, trusts, estates, family offices, charitable organizations, corporations, partnerships and limited liability companies. The minimum account size necessary to open and maintain an account with us varies by client and type of client. We, an affiliate or the Funds themselves, have set minimum investment amounts that are specified in the governing PPM or MAA, but we may require a different amount or waive the minimum investment, depending on a variety of factors, such as a particular client’s circumstances or our investment strategies.

While the specific terms may vary by Client, for our advisory services, in general, we receive a management and, in certain cases, an administrative fee and may receive a performance-based fee from our Clients. We do not currently charge any clients other types of fees, such as an hourly or flat fee. For a more detailed discussion of our performance or incentive fees, please see Item 5, “Fees and Compensation,” above. Performance-based fee arrangements may create an incentive for us to recommend investments that may be riskier or more speculative than those that we may recommend under a different fee arrangement. In the allocation of investment opportunities, performance based fee arrangements may also create (i) an incentive for us to favor accounts with performance or incentive fee arrangements over accounts that are not charged, or from which we will not receive, a performance fee; and (ii) an incentive for us to favor accounts from which we will receive a greater performance fee over accounts from which we will receive a lesser performance fee. We have adopted Trade Allocation Policy and Procedures (the “Allocation Procedures”) designed to ensure that all our clients are treated fairly and equally and to prevent this form of conflict from influencing the allocation of investment opportunities among our clients. We will generally offer clients the right to participate in all investment opportunities that we determine are appropriate for the client in view of relative amounts of capital available for new investments, the investment programs, the portfolios of our clients, and certain other factors. In accordance with our Allocation Procedures, we will endeavor to treat each of our clients in a fair and equitable manner.

Please see Item 10 for additional information on Co-investment allocations. Priority Allocation of Greywolf CLO Equity We may enter into agreements with certain Clients providing for priority allocations with respect to the equity of new issue Greywolf CLOs (“Greywolf CLO Equity”). Subject to our fiduciary and contractual obligations to our Clients and our Clients’ investment programs, such priority allocations may result in certain Clients receiving more or less than a pro-rata allocation of Greywolf CLO Equity.

Priority Allocation for Newly-Sponsored Greywolf CLO’s In certain instances, CLOs for which Greywolf serves as the collateral manager, i.e. Greywolfmanaged CLOs may receive a priority allocation, between pricing and the effective date, of loans that would otherwise be allocated pro-rata among all Greywolf-managed CLOs based on order size. This priority allocation ensures that such Greywolf-managed CLOs meet the necessary portfolio requirements to reach their effective date in a timely manner.

A. Broker-Dealer Registration The Adviser and its management personnel are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor Registration The Adviser and its management personnel rely on certain exemptions and are not registered as futures commission merchants (“FCM”), commodity pool operators (“CPO”), and commodity trading advisors (“CTA”) with the Commodity Futures Trading Commission (“CFTC”) and do not have any application pending to register with the CFTC or the National Futures Association as a FCM, CPO, CTA, or an associated person of a FCM, CPO, or CTA. If such relied upon exemptions are eliminated in the future, the Adviser may choose to become registered with the CFTC. C. Material Relationships and Conflicts of Interests with Industry Participants Our relationships and arrangements with our clients and our affiliates are material to our advisory business. The Adviser, its respective members, officers, employees and affiliates manage and advise multiple Funds, including, but not limited to, each of the private funds listed in Form ADV, Schedule D, Section 7.B, the private fund section of Form ADV Part 1A. Affiliate of the Adviser serves may serve as general partner or investment manager to certain of these Funds. In addition, in certain instances, the Adviser may engage affiliates to provide services to clients. As a result, our clients may be subject to a number of actual and potential conflicts of interest. Certain inherent conflicts of interest arise from the fact that the Adviser and its affiliates (collectively, the “Greywolf Group”) provide investment management services to the Funds and may, in the future, provide management services to additional funds or other accounts and proprietary accounts in which the Funds will have no interest (collectively, “Other Accounts”). There is no limit on the number of vehicles or accounts that may be managed or advised by the Adviser. Furthermore, the Adviser, its principals, officer, and other personnel may have conflicts in allocating their time and services among the Funds (and/or Other Accounts). The Adviser and its principals, officers, and personnel will devote as much of their time to the activities of the Funds as it deems necessary and appropriate. The respective investment programs of the Funds and Other Accounts may or may not be substantially similar. The portfolio strategies employed by the Greywolf Group for Other Accounts could conflict with the transactions and strategies employed by the Adviser in managing the Funds and affect the prices and availability of the securities and instruments in which the Funds invest. In addition, the Greywolf Group may give advice or take action with respect to the investments of one

or more Funds (or Other Accounts) that may not be given or taken with respect to other Funds with similar investment programs, objectives, and strategies. Thus, Funds having similar strategies may not hold the same securities or instruments or may not achieve the same performance. Conversely, participation in specific investment opportunities may be appropriate, at times, for one or more of the Funds and Other Accounts. In such case, participation in such opportunities will be allocated on an equitable basis, in accordance with our Allocation Procedures. Such considerations are likely to result in allocations of certain investments among the Funds and Other Accounts on other than a pari passu basis. To address these potential conflicts of interests in its material relationships, the Greywolf Group has adopted policies and procedures, including a Code of Ethics and the Allocation Procedures. Under the Code of Ethics, in general, all personnel of the Greywolf Group, including directors, officers, and employees of the Adviser, must put the interests of the Adviser’s clients first and must act honestly and fairly in all respects in dealings with clients. For a more detailed discussion of the Adviser’s Code of Ethics and conflicts of interest policies, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” below. Furthermore, it is our policy to allocate investment opportunities fairly and equitably over time. This means that such opportunities will be allocated among those Clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations (a) whether the risk-return profile of the proposed investment is consistent with the Clients’ objectives, whether such objectives are considered (i) solely in light of the specific investment under consideration or (ii) in the context of such Client’s overall holdings; (b) the potential for the proposed investment to create an imbalance in the Client’s portfolio; (c) liquidity requirements of the account; (d) potentially adverse tax consequences; (e) regulatory restrictions that would or could limit a Client’s ability to participate in a proposed investment; and (f) the need to re-size risk in the Client’s portfolio. Such considerations may result in allocations among Clients on other than a pari passu basis. Additional Conflicts From time to time, the Adviser may acquire securities or other financial instruments of an issuer on behalf of a Fund (or Other Account) which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired on behalf of, another Fund (or Other Account) (e.g., one Fund (or Other Account) may acquire senior debt while another Fund (or Other Account) may acquire subordinated debt). We recognize that conflicts may arise under such circumstances. Generally, when this occurs, the portfolio managers will attempt to determine which of the “conflicting investments” has the highest profitability potential (such investment, the “Preferred Investment”), taking into account such considerations as size of positions, the risk/reward profile and likelihood of success of a particular course of action (i.e., exercising remedies under loan, note or security agreements, proposing or opposing DIP financing or other motions in a bankruptcy court, pursuing litigation or proposing or supporting a plan of reorganization in bankruptcy), control and costs and demands on our resources and personnel. In the absence of an agreement among the portfolio managers as to the Preferred Investment, Mr. Savitz, or in his absence, Mr. Troy, may make such determination. Once the Preferred Investment is determined, the portfolio managers will take actions which seek to maximize value. Such actions could possibly be adverse to other investments held by the Funds or Other Accounts. To lessen any adverse impact resulting from such action, we may seek to sell in a commercially reasonable manner the nonPreferred Investments. Alternatively, a determination may be made that an immediate sale would result in a lower return on the non-Preferred Investment than would be the case if the investment remained in the portfolio, in which case the Fund or Other Account would maintain the position. There can be no guarantee, however,

that continuing to hold a non-Preferred Investment will not result in greater losses than would have resulted had the investment been sold. Applicable tax, regulatory and other considerations may sometimes lead to certain equity and real estate investments being structured in a manner such that a Fund (or the entity through which a Fund makes an investment) will lend capital to (or enters into a similar transaction with) a U.S.-based Fund affiliated with the Fund. The debt interest of such Fund, while senior to the equity interest held by the affiliated U.S.-based Fund, is often structured to yield a debt-like return (and accordingly a lower rate of return) than the U.S.-based Fund’s investment in the equity. As in all allocation decisions, the Adviser must weigh the conflicting interests of the different investors and funds in determining the amount to allocate to debt and equity and the terms of these loans. We will attempt to deal with such conflicting interests in a manner similar to that of Preferred Investments. Additionally, the equity and debt holders with respect to an investment may have conflicting interests during the term of a particular investment, especially if the investment is not performing well. Subject to any relevant legal, fiduciary and contractual obligations, e.g. ERISA considerations, from time to time one Fund managed by us (the “Selling Fund”) may offer to another Fund managed or advised by us (the “Purchasing Fund”) assignments or sales of, loans (or interests therein) that the Selling Fund holds. Such offers will usually be made after the Selling Fund has already held such investment (including the portion offered) for a period of time. The price of the participation, assigned or sold interest (as the case may be) will be established based on third-party valuations. In determining the target amount of a particular loan acquired by the Selling Fund, the Selling Fund may take into consideration the fact that it anticipates offering participations or assigning or selling a portion of such loan as described above. If the offered funds and accounts decide not to purchase such participations, assignments or interests in such investments, the Selling Fund will be forced to hold that portion of the investment until such time as it can be disposed of. This may result in the Selling Fund being “overweighted” with respect to a particular investment for a significant period of time. ERISA In addition, with respect to certain Funds, as a result of “plan asset” investments comprising over 25% of the value of each Fund, the Funds are considered covered private investment funds under the Employment Retirement Income Security Act of 1974, as amended (“ERISA”). To the extent that the Adviser serves as investment manager to covered private investment funds, we are considered an ERISA fiduciary. Generally, conflicts between a covered private investment Fund and other Funds must be resolved in favor of the covered fund If, at the time that the assets of any Fund are treated as “plan assets” for purposes of ERISA (“Plan Assets Fund”), and a conflict arises, for example such Plan Assets Fund holds securities or other financial instruments of an issuer which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired for, one or more other Funds and/or Other Accounts managed by us, we will endeavor to resolve the conflict in a manner that it deems to be fair and equitable to both such Plan Assets Fund and other Funds and/or Other Accounts, but in no instance shall such resolution result in a benefit to the other Funds and/or Other Accounts at the detriment of the Plan Assets Fund. In addition, we will not cause or permit such Plan Assets Fund to enter into any internal cross transaction with any other Funds and/or Other Accounts managed by us or any principal transaction with us. Furthermore, in the event any Plan Assets Funds assets constitute “prohibited transactions” (as defined in Section 406 of ERISA and any regulations promulgated thereunder) for a “plan assets” fund, such Fund will sell the related and/or resulting investments in a commercially reasonable manner.

Co-Investments The Adviser may, from time to time, establish certain investment vehicles through which certain investors or Clients may invest alongside one or more Funds in one or more investment opportunities.

In connection with its investment activities, the Adviser may encounter situations in which it must determine how to allocate co-investment opportunities among various Clients. In these situations, Greywolf will determine if the amount of an investment opportunity exceeds the amount that would be appropriate for the Funds, and any such excess may be offered to one or more co-investors pursuant to the procedures included in such Funds’ Governing Documents and as set forth in the following paragraphs. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment among potential co-investors, the Adviser may consider some or all of a wide range of factors, which may include, but are not limited to, the following: Il

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We strive to foster and maintain a reputation for honesty, integrity and professionalism. In seeking to meet these standards, we have adopted a Code of Ethics. Our Code of Ethics incorporates the following general principles that all employees are expected to uphold: employees must at all times place the interests of Clients first; all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided; employees must not take any inappropriate advantage of their positions; information concerning the identity of securities and financial circumstances of our Clients, including the underlying investors of our Clients, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. As a companion to our Code of Ethics, we also maintain insider trading policies and procedures (the “Insider Trading Policies”) that are designed to detect and prevent the misuse of material, non-public information. Our Insider Trading Policies prohibit the Adviser and its personnel (to the extent prohibited by law) from trading for Clients or themselves, or recommending trading, in securities of an issuer on the basis of material, non-public information (“Inside Information”) about the issuer, from disclosing such information to any person not entitled to receive it, and from assisting anyone in transacting business on the basis of Inside Information through a third party. By reason of various investment and other activities, we may become privy to Inside Information or be restricted from effecting transactions in certain investments that might otherwise have been initiated. The Adviser has designed and implemented policies and procedures designed to comply with the requirements of the federal securities laws relating to insider trading. Among other things, such policies and procedures seek to control and monitor the flow of Inside Information to and within the Adviser, as well as prevent trading on the basis of Inside Information. Companies about which we have Inside Information will be placed on our restricted list. Our ability to trade public securities the issuers of which are placed on the restricted list is extremely limited. Our personnel are required to certify to their compliance with the Code of Ethics and the Insider Trading Policies on a periodic basis. Clients or prospective clients may obtain a copy of our Code of Ethics by contacting our Chief Compliance Officer, Chris Samios, at (914) 249-7836 or Chris.Samios@greywolfcapital.com. B.

Recommending, Buying, or Selling Securities in which We or a Related Person Have a Material Financial Interest, Invest, or Buy or Sell at the Same Time; Conflict of Interests

Conflicts of interest may occur when we, or our related persons, invest in the same securities, trade in the same securities at or about the same time, or have a material financial interest in the same securities that we recommend to our clients. In addition, a related entity of the Adviser is the general partner of certain of the Funds. The Adviser has established procedures, including a Code of Ethics and a personal trading policy, intended to limit conflicts of interest in cases where the Adviser, a related person or any employee, buys, sells or otherwise has an interest in, securities recommended by the Adviser to its Clients.

The Adviser may from time to time invest its excess funds in one or more Funds or in securities or instruments in which it may invest the Funds’ assets. Similarly, the Adviser, its principals, officers, and employees may from time to time make personal investments in securities or instruments in which we may invest the Funds’ assets. The Adviser and its personnel may buy, sell, or hold securities or other instruments for its or their own account(s) while entering into different investment decisions for one or more Funds. In addition, certain of our principals and employees have substantial personal investments in one or more Funds. The amount of each principal or employee personal investment in a Fund (if any) may change over time. A principal or employee may decide to invest only in certain Fund(s) and not in other(s). Likewise, our principals or employees may invest in a Fund through separate share classes dedicated to the Adviser and its affiliates, employees, officers, directors, and principals. Investors will not be provided with notice of principals’ or employees’ investment in, or withdrawal from, a Fund (except to the extent such notice is required under a Fund’s offering document). On occasion, and as permitted by a Clients’ IMA, MMA, PPM or other organizational or operative documents, or any applicable law, the Adviser may deem it to be in the best interests of certain of its Clients to rebalance or “cross” securities transactions between Client accounts. Similarly, on occasion, and as permitted by a Clients’ IMA, organizational or operative documents, or any applicable law, the Adviser may enter into “principal transactions” in which the Adviser or an affiliate act as principal for its own account or as broker for the account of a Client with respect to the sale of a security to or purchase of a security from another Client. The Adviser maintains policies and procedures intended to limit the potential conflicts of interest inherent in cross or principal transactions. Cross or principal transactions will only be effected if they are deemed to be in the best interests of the particular Clients involved and will be conducted in compliance with our policies and procedures and applicable law. Personal Trading Our Code of Ethics establishes restrictions on employees’ personal trading activities, including a requirement to periodically disclose personal securities holdings and transactions. Employees are generally precleared to trade open-end mutual funds, money market funds, U.S. Treasury securities, and commercial paper. Pre-clearance from the Chief Compliance Officer is required for all other personal securities transactions if the issuer appears on the Exclusions List. This list includes all public issuers that the Fund currently holds, is actively researching as a prospective investment, or that are otherwise included on the firm’s Restricted List.

A. Selection of Broker-Dealers and Reasonableness of Compensation In selecting an appropriate broker-dealer to effect a client trade, the Adviser seeks to obtain best execution, taking relevant factors into consideration, which may include, but are not limited to: price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; difficulty of execution; the broker-dealer’s expertise in the specific security or sector in which the client seeks to trade; the extent to which the broker-dealer makes a market in the security involved or has access to such markets; availability of accurate information regarding the market for the security; the broker-dealer’s skill in positioning the securities involved; the broker-dealer’s promptness of execution; the broker-dealer’s financial stability; adequacy of the broker-dealer’s trading infrastructure, technology and capital; the broker-dealer’s reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for the Adviser; confidentiality considerations; the quality and usefulness of research services and investment ideas presented by the broker-dealer; the broker-dealer’s ability and willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and other factors affecting the services obtained. In addition, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. We maintain policies and procedures to review the quality of executions, including the establishment and quarterly meeting of a Best Execution Committee to assess commissions paid and broker performance using both quantitative and qualitative measures. 1. Research and Other Soft Dollar Arrangements From time to time, we may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting client transactions in excess of that which another brokerdealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. We will effect such transactions, and receive such brokerage and research services, only to the extent that the brokerage and research services are within the safe harbor provided by Section 28(e) of theU.S. Securities Exchange Act of 1934 and subject to prevailing interpretations of Section 28(e) provided by the SEC. Generally, research services provided by broker-dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with securities analysts. In addition, such research services may be provided in the form of meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. In many cases, research services and products provided by the broker-dealer are generated by third parties. Currently, we do not have, and do not anticipate having, any such third-party soft dollar arrangements. We believe it is important to our investment decision-making processes to have access to independent research. In the last fiscal year, in general, we acquired the following types of research and related products or services using brokerage commissions: written information and analyses concerning specific securities, companies, or sectors; market, financial, and economic studies and forecasts, as well as discussions with

research personnel; financial and industry publications; statistical and pricing services; and software, data bases and other technical services utilized in the investment management process

Some research services furnished by brokers, dealers and other service providers engaged by Greywolf for servicing certain Greywolf Clients, paid for directly by certain Greywolf Clients, may indirectly be used in servicing one or more of its other Clients. If we establish formal soft dollar arrangements in the future, and if we conclude that the commissions charged by a broker or the spreads applied by a dealer are reasonable in relation to the value of the brokerage and research products or services provided by such broker or dealer, we may have our clients pay commissions or be subject to spreads to such broker-dealer in an amount greater than the amount another broker-dealer might charge or apply. Moreover, when we use client brokerage commissions to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products, or services. The receipt of research and other “soft-dollar” benefits from broker-dealers provides an incentive for us to select or recommend a broker-dealer based on our interest in receiving the research or other products or services, rather than on our clients’ interest in receiving the most favorable execution. In addition, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more client may be used by us to service one or more other clients. Nonetheless, we believe that such investment information provides our clients with benefits by supplementing the research otherwise available to our clients. Further, if we establish formal soft dollar arrangements in the future, we would, on a periodic basis, consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempt to allocate a portion of the brokerage business of our Clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than a suggested allocation, but can exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will we make binding commitments as to the level of brokerage commissions we will allocate to a broker-dealer, nor will we commit to pay cash if any informal targets are not met. We would not exclude a broker from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals In selecting or recommending broker-dealers, we may consider whether we, or any of our affiliates, receive client or investor referrals from a broker-dealer or other third party. This may create a conflict of interests, as we may have an incentive to select or recommend a broker-dealer based on our interest in receiving client referrals, rather than our clients’ interest in receiving the most favorable execution. From time to time, our personnel may speak at conferences and programs which are sponsored by the prime brokers we use for our clients. These conferences and programs are typically for potential investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors have the opportunity to meet with us. Neither we nor our clients compensate the prime brokers for organizing such events or for investments ultimately made by prospective investors attending such events. However, such events and other services (including, without limitation, capital introduction services) provided by a prime broker may influence us in deciding whether to use such prime broker in connection with brokerage, financing and other activities of our clients.

3. Directed Brokerage “Directed brokerage” refers to instances in which a client retains the discretion to choose brokers and instructs the Adviser to direct portfolio transactions to a particular broker-dealer. We generally do not permit any directed brokerage arrangements at this time. If we change our policy on directed brokerage, we will adopt appropriate policies and procedures. Directed Brokerage restricts the Adviser’s discretion to select brokers and negotiate commission rates and may adversely affect the Adviser’s ability to obtain best price and execution. Accordingly, if a client were to direct brokerage to a specific broker, the Adviser would require (i) the client to provide such direction in writing to the Adviser and (ii) the Adviser would provide the client with appropriate written disclosure, which will be acknowledged by the client. B. Aggregating Orders for Various Client Accounts We may aggregate orders of our clients’ accounts for trade execution and thereafter allocate the securities on an average price basis to such accounts. More specifically, each client that participates in an aggregated order will participate at the average share price for all of the Adviser’s transactions in that security or other instrument on a given business day and transaction costs will be shared pro rata based on each client’s participation in the transaction. No client will be favored over any other client as a result of such aggregation. Brokerage commission rates will not be reduced because of such aggregation. In some instances, average pricing may result in higher or lower execution prices then otherwise obtainable by a single client. The Adviser believes that its aggregation policy is lawful and consistent with its duty to seek best execution for all its clients. C. Additional Brokerage Considerations; Trade Errors From time to time, we may execute over-the-counter trades on an agency basis rather than on a principal basis. In these situations, the broker used by us may acquire or dispose of a security through a market-maker (a practice known as “interpositioning”). The transaction may thus be subject to both a commission and a markup or markdown. We believe that the use of a broker in such instances is consistent with our duty of obtaining best execution for our clients. The use of a broker can provide anonymity in connection with a transaction. In addition, a broker may, in certain cases, have greater expertise or greater capability in connection with both accessing the market and executing a transaction. In addition, we have entered into agreements on behalf of our clients with certain brokers-dealers that act as prime brokers and/or custodians on behalf of our clients. We are not committed to continue any relationship with such prime brokers and custodians for any minimum period, and we, in our discretion, may select other or additional brokers to act as prime broker(s) or custodian(s) for the Funds. Trade Errors We may on occasion experience errors with respect to trades executed on behalf of our clients. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold; a security is sold when it should have been purchased or vice-versa; a security is sold or purchased contrary to regulatory restrictions or a Fund’s investment guidelines or restrictions; the correct security is purchased or sold, but for the wrong account; or the wrong quantity is purchased or sold (e.g., 1,000 shares instead of 10,000 shares are traded). Trade errors may result in losses or gains. We will endeavor to detect trade errors prior to

settlement and correct and/or mitigate them in an expeditious manner. Any gains resulting from a trade error shall be for the benefit of the affected Fund(s). To the extent trade errors resulted from our error in the course of the trading of the Funds’ assets, generally, we will be responsible for making the affected Fund whole with respect to such errors that result from our gross negligence or reckless or intentional misconduct, or, in the case of Plan Asset Funds, as indicated in their operative documents, as a result of our negligence. Given the volume of transactions executed on behalf of our Clients, investors should assume that trading errors will occur and that the Fund will be responsible for any resulting losses, even if such losses result from our negligence (but not gross negligence), except as previously noted. To the extent a trade error is caused by a counterparty, such as a broker-dealer, we will not be responsible for such errors and will strive to recover losses associated with such error from the counterparty.

A. Economic Benefits for Providing Services to Clients We do not receive any economic benefit from anyone, other than our clients, for providing investment advice or advisory services to our clients. B. Compensation to Non-Supervised Persons for Client Referrals From time to time we may provide compensation to a person who is not our supervised person for soliciting potential clients, including potential investors for any Fund, or referring potential clients, including potential investors to any Fund. In any such instance, GCM will comply with any applicable rules and regulations concerning such solicitation and compensation.

To our knowledge, there are no legal or disciplinary events that are material to our clients' evaluation of our advisory business or the integrity of our management.

A. Periodic Review of Client Accounts Under the supervision of our portfolio managers and Chief Investment Officer, our research analysts and other investment professionals periodically monitor the holdings of Clients’ accounts. Client accounts also are regularly reviewed in light of the client’s specific investment objectives and guidelines by our portfolio managers, Chief Compliance Officer, General Counsel and Chief Investment Officer. The Funds’ administrator also reviews the accounts regularly. In addition, certain Funds conduct annual board of directors meetings to review and assess the investment policy and performance of such Funds. B. Additional Review of Client Accounts We will conduct additional reviews of a client’s account whenever necessary or appropriate. C. Contents and Frequency of Account Reports to Clients In general, underlying investors in the Funds receive monthly or quarterly account statements or reports prepared by the Funds’ independent administrator and annual audited financial statements prepared by the Funds’ independent auditor after completion of each year’s audit (or as soon as reasonably practicable thereafter), as well as certain tax information for preparation of investors’ tax returns. For certain Funds, quarterly letters or other reports may be available to the Funds or underlying investors. Clients with managed accounts generally receive account statements and such estimates and other reports as set forth in the relevant MAA.

Rule 206(4)-2 promulgated under the Investment Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, broker-dealers, futures commission merchants, and certain foreign financial institutions. Rule 206(4)-2 generally requires that, upon opening an account with a qualified custodian on a client’s behalf, an adviser promptly notify the client in writing of the name and address of the qualified custodian and the manner in which the funds or securities are maintained. Generally, an adviser also must verify that the custodian sends quarterly account statements to the client. By rule, account statements must be sent by the qualified custodian directly to investors in a pooled investment vehicle if the adviser to the pool also acts as its general partner, managing member or in a similar capacity (or, in some cases, if an affiliate of the adviser acts as general partner, managing member or in a similar capacity). These account statements may be sent to the investors’ independent representative. Under certain circumstances, at least once each calendar year, an independent public accountant must verify the funds and securities of a client by surprise examination. As noted above, Rule 206(4)-2 generally imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors in certain circumstances) and surprise examinations relating to such clients’ funds or securities. However, we need not comply with such requirements with respect to pooled investment vehicles if the pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to the client, or, in certain circumstances, to all limited partners, members or other beneficial owners, within 120 days (180 days in the case of a fund of fund adviser) of its fiscal year end. The Adviser intends to distribute the audited financials of each Fund to Clients (which will generally include Fund investors for this purpose) within the 120-day time period and therefore will be exempt from the Rule 206(4)-2 reporting and examination requirements.

In general, our clients have provided us with full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. We exercise this discretion subject to our internal policies and the investment policies, limitations, and restrictions, if any, imposed by a client in an IMA, MMA, PPM or other applicable agreement, such as a Fund’s organizational or offering documents. In these agreements, our clients may place limitations on our investment authority, including, without limitation, designating types of permitted investments, percentage of permitted investments, or prohibiting certain types of investments. For a limited number of our Clients, the underlying investor or its representatives need to consent to certain investment parameters and/or certain instruments, e.g. Greywolf CLO Equity. Our clients must specify our authority, discretionary or non-discretionary, and provide us with any investment guidelines and restrictions in writing, typically as part of the IMA or by amending the IMA (MMA). For a complete discussion of our advisory business and the services we provide to our clients, please see Item 4, “Advisory Business,” above.

We have accepted, and in the future will continue to accept, the authority to vote our clients’ securities. As such, we have adopted policies and corresponding procedures to comply with Rule 206(4)-6 promulgated under the Investment Advisers Act and with our fiduciary obligations (the “Proxy Policies”). The general policy is to vote proxy proposals, amendments, consents or resolutions relating to client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Funds, as determined by the Adviser in its discretion, taking into account the following factors: (i) the impact on the value of the investments; (ii) the anticipated associated costs and benefits; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices. In limited circumstances, we may refrain from voting proxies where we believe that voting would be inappropriate, which includes a consideration of the cost of voting the proxy and the anticipated benefit to the Funds. Generally, if a client has authorized us to vote proxies on its behalf, we will generally not accept instructions from the client regarding how to vote on a particular proxy or solicitation. Finally, we have developed detailed procedures to address potential circumstances in which we may have a conflict between our interests and those of our clients. A copy of our Proxy Policies and information regarding any proxies actually voted by the Adviser may be obtained by contacting our Chief Compliance Officer, Chris Samios, at (914) 2497836 or Chris.Samios@greywolfcapital.com. Class Action Law Suits From time to time, we may receive notices regarding class action lawsuits involving securities that are or were held by the Funds. As a matter of policy, we refrain from serving as the lead plaintiff in class action matters and also refrain from submitting proofs of claim where we believe that either the recovery amounts are likely to be negligible or we cannot be assured of confidential treatment of the data submitted in connection with the proof of claim. As a result, we generally do not participate in class action lawsuits.

A. Balance Sheet We are not required to attach a balance sheet because we do not require or solicit the payment of fees six months or more in advance. B. Contractual Commitments to Our Clients We are not aware of any financial condition that is reasonably likely to impair our ability to meet contractual and fiduciary commitments to our clients. C. Bankruptcy Petitions We have never been the subject of a bankruptcy petition.