BANYAN TREE ASSET MANAGEMENT, LLC

Disclosure Brochure March 25, 2025 21250 Hawthorne Boulevard, Suite 550 Torrance, CA 90503 Phone: (866) 255-1800 www.banyantree-llc.com This brochure provides information about the qualifications and business practices of Banyan Tree Asset Management, LLC. If you have any questions about the contents of this brochure, please contact us at (866) 255-1800. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Banyan Tree Asset Management, LLC is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. Additional information about Banyan Tree Asset Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov.  ITEM 2 – MATERIAL CHANGES Since the issuance of Banyan Tree Asset Management, LLC’s (“Banyan Tree”) disclosure brochure dated March 27, 2024, Banyan Tree has begun managing the investments of pooled investment vehicles. Any future material changes to the brochure will be disclosed to you on this page along with a summary of these changes. ii  ITEM 3 – TABLE OF CONTENTS Advisory Business ......................................................................................................................................... 1 Fees and Compensation ............................................................................................................................... 1 Performance Based Fees and Side-by-Side Management .......................................................................... 3 Types of Clients ............................................................................................................................................ 3 Methods of Analysis, Investment Strategies and Risk of Loss ..................................................................... 3 Disciplinary Information ................................................................................................................................. 6 Other Financial Industry Activities and Affiliations ........................................................................................ 6 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................................ 6 Brokerage Practices ...................................................................................................................................... 7 Review of Accounts ....................................................................................................................................... 9 Client Referrals and Other Compensation .................................................................................................... 9 Custody ....................................................................................................................................................... 10 Investment Discretion .................................................................................................................................. 10 Voting Client Securities ............................................................................................................................... 10 Financial Information ................................................................................................................................... 11 iii  ITEM 4 – ADVISORY BUSINESS Banyan Tree Asset Management, LLC (“BTAM,” “we,” “our,” or “us”) is a limited liability company organized under the laws of the State of Delaware. Kenneth Naehu founded the firm in August 2013 and is its principal owner. The firm’s office is located in Torrance, California. BTAM is an SEC-registered investment adviser. BTAM specializes in delivering fixed income investment management strategies to ultra-high net worth individuals and institutions. Investment Advisory Services We specialize in the discretionary management of fixed income portfolios based on the specific needs and objectives of each client. As such, our clients typically have made independent decisions with respect to their unique risk-adjusted asset allocation and have engaged BTAM to manage all or part of their assets allocated to fixed income. Under appropriate circumstances, we may employ leverage in connection with pursuing our investment strategy, including margin transactions and short sales. (See description of these activities below under Investment Strategies.) Since we advise clients based on their own unique needs and objectives, it is important to notify us promptly if there are any changes in your financial situation or investment objectives that would impact our activities on your behalf. Whenever possible, we will accommodate reasonable client-imposed restrictions on investing in securities for their portfolios. BTAM also provides investment management services through pooled investment vehicles structured as Delaware limited partnerships. We do not offer accounting, financial planning, legal or tax advice and BTAM is not qualified to do so. As of December 31, 2024, BTAM managed discretionary assets of $ 1,013,708,995. ITEM 5 – FEES AND COMPENSATION Separately Managed Accounts Fees are assessed quarterly and in arrears and are generally based upon the percentage of assets under management and upon the average daily balance for the prior quarter. Alternatively, for fixed income securities sold short, management fees shall be based upon the par amount of the bonds sold with no adjustment or offset for short cash balances. For positions bought on margin, management fees will be based upon the market value of those positions and will not be offset by any margin debit balance owed. We encourage clients to contact us to discuss the amount of margin and short selling to be used in their account and how these leveraged transactions may impact the fees paid and the performance of their account over time. Client assets will be maintained in the custody of broker-dealers and other qualified custodians. Our fee is based on the values and prices provided by your custodian and independent pricing services, except in cases where BTAM is required to determine a fair value for an instrument. 1  Our standard fee schedule is detailed below: Annual Fee Assets Under Management From To $1 $20,000,000 0.50% $20,000,001 $50,000,000 0.45% $50,000,001 $100,000,000 0.40% $100,000,001 and Over Negotiable Clients generally authorize us to have their custodian pay us directly by charging their accounts for management fees. This authorization is included in your investment management agreement. BTAM can, upon request as an alternative, invoice you directly. Your custodian will provide you with regular monthly statements that show the amount paid directly to us. We urge you to review your custodial statements and verify the calculation of our fees. Your custodian assumes no accountability nor does it verify the accuracy of our fee calculations. In addition to our fee, you may be required to pay other charges, including, but not limited to (i) custody fees, (ii) brokerage fees (including any “mark-up” or “mark-down” embedded in the price of fixed income securities sold in the principal market), (iii) transaction fees, (iv) internal fees and expenses charged by mutual funds or exchange traded funds (“ETFs”), (v) margin interest, where applicable, (vi) expenses associated with selling securities short, where applicable, and (vii) other fees and taxes on brokerage accounts and securities transactions. Mutual Funds and ETFs Mutual fund companies and ETF issuers charge internal fees and expenses for their products. These fees and expenses, which are not shared with BTAM, are in addition to any advisory fees charged by us. Complete details of these internal fees and expenses are detailed in each fund’s prospectus. You are strongly encouraged to read these explanations before investing. We encourage you to ask us any questions you have about these third-party fees and expenses as they will reduce your overall rate of return. Termination Should either one of us terminate the investment advisory agreement we have entered into before the end of a billing period, you shall be responsible for prompt payment of any earned and unpaid management fees for the portion of the quarter we provided you investment management services prior to termination. This daily fee is calculated by dividing the number of calendar days in the quarter that our agreement was in effect by the number of days in the quarter and applying the quarterly fee rate. This amount, which equals the amount we earned for the partial quarter, shall be invoiced to you or, if established with your custodian, debited directly from your account. Pooled Investment Vehicles The terms of each investor’s agreement with BTAM (“Investor Agreement”) will govern the advisory fees they pay BTAM. BTAM typically charges investors an annual “Management Fee” based upon a percentage of net asset value determined by the terms of the Investor Agreement. The Management Fee shall be payable each calendar quarter in arrears or upon the withdrawal of a Limited Partner from the Fund; the average month-end Capital Account balance shall be used to determine the fee. The Management Fee will be prorated for periods of less than a full calendar quarter. 2  Other Fees and Expenses Investor Agreements typically require Clients to reimburse BTAM for certain expenses BTAM incurs in connection with performing its investment management services. These expenses are set out in the applicable offering documents and include, for example: brokerage and other transaction costs, all custodial and similar charges and third party charges (e.g., legal and accounting fees, etc.). ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-based fees are designed to give a portion of the realized and unrealized returns of an investment to the investment manager as a reward for positive performance. These fees are generally a percentage of the profits earned on the investor’s investments. BTAM does not assess or charge performance-based fees for any of its advisory services or for its pooled investment vehicles. ITEM 7 – TYPES OF CLIENTS We provide advisory services primarily to high-net worth individuals and institutions. The assets of high- net worth clients may be held in individual, joint custody, trust, limited partnership, corporate, retirement, or other similar accounts. Institutions may include banks, corporations, insurance companies, pension plans, and trust companies. BTAM generally imposes a $20,000,000 minimum account size for all client relationships, including initial investments in pooled investment vehicle(s), although this minimum may be waived in our sole discretion. For purposes of this minimum, a client may be engaged based upon an aggregated amount of assets available for management. ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis BTAM utilizes a variety of methods in connection with its management of fixed income assets. These methods include, but are not limited to: − Credit analysis based upon the issuer’s profile, debt payment history, interest rates, management team, and financials − Security structure based upon market conditions, interest rates, and issuer history − Portfolio duration positioning based upon interest rate outlook, market conditions, and yield curve − Sector analysis − Spread analysis − Macro analysis of domestic and foreign economic and political environments − Research based upon internal evaluation of an issuer’s financials and offering statement − Research generated by broker-dealer analysts and bankers − Research provided by independent credit research firms Investment Strategies All of Banyan Tree’s investment strategies are fixed income-oriented. As your fixed income asset manager, we presume that you have made an independent and informed decision as to your overall asset allocation and have chosen to engage us to manage those assets. Banyan Tree will work with you to understand your investment objectives and risk tolerances for those assets only and will make a recommendation as to which of its strategies is most suitable for you. 3  Banyan Tree utilizes an active approach to fixed income management. An active management approach to investing requires us to regularly review portfolio holdings in an effort to maximize tax-efficiency and income while limiting risk through diligent security selection and appropriate duration positioning. While there is no guarantee that BTAM will meet its goals, we believe this approach is superior to more passively managed portfolios which generally do not react to changing conditions in the domestic and global economies, financial markets and/or interest rates. When suitable and within your investment objectives and consistent with your risk tolerance, we may, at our discretion, utilize margin in your account. While the utilization of margin and short selling in a portfolio may enhance investment returns, it also can magnify losses, as further described under Risks. In addition, since our fee is based upon the value of assets under management and is not reduced for debit balances, use of margin increases the fee you pay us. However, BTAM expects margin use and short selling strategies to be limited and deployed only on behalf of appropriate clients and as investment opportunities present themselves. In addition, margin is only used after obtaining written authorization prior to using any leverage in our strategy. Core Fixed Income Strategy – BTAM’s Core Fixed Income Strategy seeks to preserve principal while achieving above-market rates of return. The strategy’s objective is to also deliver enhanced after-tax returns coupled with lower volatility through a portfolio of quality bonds. Banyan Tree will manage overall portfolio duration based upon its assessment of the current interest rate environment and its estimation of the future direction of interest rates. Clients that opt for this strategy commonly do so for those assets that they have strategically chosen to allocate to fixed income investments. Short Duration Strategy – The Short Duration Strategy focuses on preservation of principal and seeks to provide high liquidity, low volatility, and rates of return beyond that of money market funds. Unlike money market funds, however, the Short Duration Strategy will generally have a longer duration than a traditional money market fund yet a shorter duration than the Core Fixed Income Strategy. Clients that choose to invest in this strategy typically are seeking levels of liquidity and rates of return akin to those in cash management strategies. Opportunistic Strategy - BTAM’s Opportunistic Strategy is designed to take advantage of inefficiencies in the fixed income markets. As an “opportunistic” strategy, risk will be greater in comparison to other Banyan Tree strategies and trading may be more short-term in nature. The sources of these inefficiencies may include, but are not limited to, issues within the global or domestic economies, general market disruptions or uncertainties over an issuer. Hedging Strategy – On an isolated basis and as a hedge against future increases in general interest rates, we may recommend selling short select fixed income securities to those clients for whom we believe such a strategy is appropriate and from whom we have received the approval. The implementation of this strategy requires the leveraging of securities held in a client account in order to meet the margin lending requirements. Short Duration Fund Strategy – The Short Duration Fund is a fixed income fund whose investment objective is to seek both a high level of income and preservation of capital while striving to maintain low volatility. The Fund invests primarily in various types of high quality, short duration fixed income securities. The goal is to maximize the Fund’s income by investing in securities that are believed by BTAM to exhibit the most favorable risk/reward trade-off in the most attractive market sectors. BTAM will be unconstrained with regard to its allocations in different credit sectors in order to achieve the stated objective, however, BTAM anticipates that under normal market conditions, the majority of the Fund’s investment portfolio will be composed of municipal debt securities, U.S. Treasuries, and U.S. government agencies. 4  Risk of Loss Investing in securities involves risk of loss that all clients should be prepared to bear. As with all investments, there are inherent, unavoidable and often unforeseeable risks in investing in securities. These risks will vary depending on the nature of the investment, the strategy pursued, the type of instrument used to pursue or give effect to that strategy, the conditions and performance of the U.S. and global economies, as well as the performance/financial condition of the individual company or entity issuing the security. As with all investments, the value of the investment at the time of sale will fluctuate and might be greater or less than the value at the time of purchase. While BTAM seeks to assess the merits of investing in a particular security based upon an assessment of the perceived risks and potential rewards, there are no assurances that our assessments will be correct. As an investment adviser focused on the management of fixed income securities, our clients should understand that investing in the bond markets involves risk of loss that each client should be prepared to bear. These risks include, but are not limited to: Interest Rate Risk – Securities may decline in value as the result of an increase in interest rates. − Credit Risk – An issuer may default in the payment of principal and/or interest. − Spread Risk – Credit spreads may widen causing a decrease in market value. − Liquidity Risk – Some securities may be less liquid depending upon market conditions. − − Geopolitical Risk – Markets can be affected by global financial and/or political turmoil. − Portfolio Management Risk – The investment strategy employed may not produce the desired results. − Re-investment Risk – The yield on the portfolio could decline if securities are called or mature at a time when interest rates are lower than interest rates at the initial investment. − Security Selection Risk – An account may underperform its benchmark as a result of the securities chosen. − Tax Risk – A change of the tax treatment of income derived from municipal securities could impact the value of the securities. − Concentration Risk – Concentration in any single asset class has inherent risks and given the general nature of the tax efficient manner in which we seek to structure portfolios, there may be an over-weighting of municipal securities in the portfolios. Risks Related to Use of Leverage In managing your account, we sometimes employ margin when we believe that the use of leverage may enable you to achieve a higher rate of return. Accordingly, and within our discretion, we may cause you to pledge securities or provide other forms of security or assurance in order to borrow additional funds for investment purposes. Margin will also be utilized in connection with short sales and other derivative instruments. You may choose to impose limitations on the use of margin in your account if you believe the use of leverage is inappropriate or unsuitable to your investment objectives. In the event that the net asset value of your margin account falls below a certain level, due to either a decline in value, withdrawals, or a combination thereof, you could lose some or all of the collateral you have deposited and could, be required to deposit additional cash or securities. In an extreme circumstance, you could even be forced by your custodian to liquidate securities on little or no notice to meet financing obligations. The forced liquidation of a portion of your portfolio at distressed prices could result in significant losses to you. While leverage may present opportunities for increasing your total return, it has the effect of potentially increasing losses, as well. Accordingly, any event which adversely affects the value of your margined investment would be magnified to the extent the client’s account is leveraged. This may result in a substantial loss to client accounts, which would be greater than if we had not employed leverage in managing the account. 5  Risks Associated with Short Selling We may use short sales in managing your account. Short selling involves selling securities which may or may not be owned and borrowing the same class of securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which we engage in short sales in your account varies by the amount of leverage you are prepared to use, and also depends on our perception of market direction, particularly interest rates. A short sale of a fixed income instrument creates the risk of a theoretical loss equal to the par value of the underlying instrument, thus increasing the cost to you of buying those securities to cover the short position. There can be no assurance that you will be able to maintain the ability to borrow securities sold short. There also can be no assurance that the securities necessary to cover a short position will be available at or near prices quoted for purchase in the market. In addition, purchasing securities to close out the short position could itself cause the price of the securities to rise further, thereby exacerbating the loss. ITEM 9 – DISCIPLINARY INFORMATION BTAM and none of its management persons has been or are currently the subject of (i) any criminal or civil action of any jurisdiction, (ii) any administrative proceedings before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority, or (iii) any proceeding before any self-regulatory organization that are material to your consideration to the retention of BTAM as your investment adviser. ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS An affiliate of BTAM, Banyan Tree Securities, LLC (“BT Securities”) is a registered broker-dealer and member of Financial Industry Regulatory Authority (“FINRA”). BT Securities has not yet initiated business activities. Banyan Tree Fund Management, LLC (“BT Fund Management”) is a Delaware-registered LLC and serves as the General Partner of BTAM-advised pooled investment vehicles. BT Securities and BT Fund Management are affiliated with BTAM through BT Securities’ and BT Fund Management’s corporate parent, Banyan Tree Holdings, LLC. BTAM and Banyan Tree Holdings, LLC are under common control and ownership. ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING BTAM has adopted a Code of Ethics (the “Code”) in compliance with federal law and in order to ensure the highest standard of conduct and to address the securities and business-related activities of principals, officers and employees. The Code includes policies and procedures that were developed to reinforce ethical behavior and to protect your interests. In part, these include: − An acknowledgement of our fiduciary obligation to you to place your interests ahead of our own − Assurance that all personal securities transactions of our principals, officers and employees are conducted in a manner consistent with the Code and in order to avoid any actual or potential conflict of interest − Procedures to ensure that we and our advisory representatives do not take inappropriate or 6  unethical advantage of our position as your advisor − Procedures to protect and prevent the potential misuse of material, non-public information Any client or prospective client may receive a copy of our Code upon request, without charge. BTAM does not buy or sell securities for its own account that it also recommends to clients. Our advisory representatives and employees are permitted, however, to buy or sell the same securities for their personal and family-related accounts that are bought or sold for your account(s). The personal securities transactions of our principals, officers and employees may raise potential conflicts of interest when they trade in a security that is either owned by you or considered for purchase or sale for you. We have adopted policies and procedures that are intended to address these conflicts of interest. Some of these policies and procedures include: − Require our advisory representatives and employees to act in your best interest − Prohibit favoring one client over another − Provide for the review of transactions to discover and correct any same-day trades that result in an advisory representative or employee receiving a better price than a client − Maintenance of a list of issuers for whom all advisory representatives are restricted from purchasing ITEM 12 – BROKERAGE PRACTICES In selecting a broker or dealer to execute a transaction for a client, BTAM may consider a variety of factors, including but not limited to the following: the broker's capital depth; the broker/dealer's market access; the broker/dealer's transaction confirmation and account statement practices; the knowledge of negotiated commission rates and spreads currently available; the nature and character of the markets for the security or instrument to be purchased or sold; the desired timing of the transaction; the execution, clearance and settlement capabilities of the broker/dealer selected and others considered; the reputation and perceived soundness of the broker selected and others considered; the knowledge of any actual or apparent operational problems of a broker; the other services, including research, supplied by the broker/dealer; and the reasonableness of the commission or its equivalent for the specific transaction. Concurrent with our engagement with you for investment advisory services, we will recommend that you utilize Pershing for custody services. Pershing is an unaffiliated FINRA-member broker-dealer. There is no requirement that you use Pershing for your custodian in connection with our engagement. You may elect to use the custodian of your choice, and we encourage you to consider alternative custodians as you deem appropriate. We selected Pershing after we reviewed multiple firms, all of which vied for our recommendation to you. Since the amount of potential compensation, products offered, or services available to us may vary depending on the custodian and/or broker-dealer we recommend to you, BTAM may have a conflict of interest in making such a recommendation. Our decision to recommend Pershing to you is based upon several factors including, but not limited to Pershing’s excellent client servicing record, technological capabilities, trade execution services, financial strength, and general reputation. As part of our transition to Pershing, we received a one-time offer of financial support to pay for limited transition expenses, including certain costs to build-out the information technology infrastructure of the firm; software installation and training related to the custodial transition; and termination fees to legacy providers. While Pershing does not charge custodial or depository fees for holding your cash and securities, Pershing will assess processing charges for most transactions posted to your account(s). Commissions and other fees for transactions executed through Pershing may be higher than commissions charged by another broker or dealer to execute transactions and maintain custody of your account. 7  Pershing, as your custodian, and in some instances your executing broker/dealer, makes available to us products and services that benefit BTAM, but may not benefit you directly. Some of these products and services assist us in managing and administering your accounts, such as software and other technology that: − Provides access to account transaction data such as duplicate trade confirmations, bundled duplicate account statements, access to an electronic communication network for client order entry and account information − Assists us with portfolio accounting and investment performance calculations − Provides access to a trading desk serving advisory participants exclusively − Provides access to bulk trading − Provides research, pricing information, and other market data − Facilitates payment of our fees from client accounts − Assists with back-office functions, record keeping and client reporting Pershing also makes available to us other services intended to help us manage and further develop our business, but may not benefit you directly. These services include, but may not be limited to: − Pre-negotiated discounts with industry vendors and service providers − Business consulting − Marketing − Access to publications and conferences on practice management − Information technology − Regulatory compliance Pershing may also discount or waive the fees it would otherwise charge for some of the services it makes available to us. Pershing may also pay all or part of the fees of third parties providing these services to us. Thus, we receive economic benefits as a result of our relationship with Pershing since we may not have to produce or purchase the products or services listed above. Many of the services described above may be used to benefit all or a substantial number of our accounts, including accounts not maintained at Pershing. We do not attempt to allocate these benefits to specific clients. Best Execution Reviews In accord with its fiduciary duties, Banyan Tree conducts monthly post-execution trade reviews. These reviews are conducted on a random sample of trades with the goal of assessing the overall quality of the firm’s trade execution capabilities. The firm also maintains a list of approved broker-dealers with whom it trades that is reviewed quarterly. Directed Brokerage You may direct us in writing to use a specific broker/dealer to execute some or all of the transactions for your account. If you do so, you are responsible for negotiating the terms and arrangements for the account at that broker/dealer. In such circumstances we likely will not be able to negotiate favorable commissions, obtain volume discounts, or even guarantee best execution. In addition, under these circumstances a difference in transaction costs, commissions or mark-up/mark-down may exist between clients who direct us to use a particular broker/dealer and other clients who do not direct us to use a particular broker/dealer—this can occur, for example, because we may be unable to aggregate your order with orders for clients that have not directed us to use a particular broker/dealer. 8  Allocation Practices BTAM’s fiduciary obligation applies in every aspect of our dealings with clients, regardless of the account relationship, assets under management or fee structure. To address these types of conflicts, BTAM has adopted policies and procedures pursuant to which allocation decisions may not be influenced by fee arrangements, and investment opportunities will be allocated in a manner that Banyan Tree believes is consistent with its obligations as an investment adviser. In the fixed income markets, suitable investment opportunities are typically more limited in comparison to the equity markets and thus are inherently more difficult to allocate. Purchases determined to be suitable and prudent for both separately managed accounts and the fund will be allocated after the portfolio managers consider a wide variety of factors, including, but not limited to: investment objectives and guidelines − − appropriate trade sizes − suitability − availability of funds to purchase bonds − appropriateness of swap − applicable client-imposed restrictions Separately managed accounts are often distinct from other accounts and bonds purchased may not be suitable for all accounts based on a large set of evolving criteria. Likewise, bonds purchased for separately managed accounts may not be appropriate for pooled investment vehicles due to similar factors described above. ITEM 13 – REVIEW OF ACCOUNTS All client accounts are monitored and reviewed on an ongoing basis. Account reviews may be triggered by a variety of factors including, but not limited to changes in general economic and market conditions, analyst reports, issuer news, and interest rate movements. Reviews are performed by the firm’s portfolio managers. On at least a quarterly basis we shall provide separately managed account holders with reports pertaining to your account that includes overall account performance in comparison with relevant benchmarks, holdings, dividend and interest payments, and portfolio metrics. For investors in pooled investment vehicles, BTAM will ensure that all information on all trades executed in the vehicles are provided to the custodian and fund administrator. The fund administrator shall provide monthly statements to BTAM and quarterly statements to investors. Such reports typically state the investor’s balance, capital activity, and performance. ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION We do not directly or indirectly compensate any person who is not a principal, officer, or employee of BTAM for client referrals. We receive certain economic benefits as a result of our relationship with Pershing. Those benefits are described in greater detail in the preceding section entitled “Brokerage Practices.” However, these benefits are not provided to us in exchange for referring clients to Pershing. 9  ITEM 15 – CUSTODY Separately Managed Accounts Your chosen custodian maintains day-to-day custody of your assets, including cash, money market instruments, and securities. Under federal regulations, however, when you authorize your custodian to directly debit your account for quarterly management fees payable to BTAM, we are deemed to have custody of your assets, as well. You will receive brokerage statements from your custodian on a quarterly basis. We urge you to carefully review these statements. Not only should you verify that the transactions in your account are consistent with the investment objectives for your account, but also verify the accuracy of any directly assessed management fees. We also encourage you to contact us should you have any questions or concerns regarding your account. BTAM prohibits any principal or employee from holding any signatory authority or serving as a trustee, executor, or guardian for any managed client account. As a convenience, clients may choose to provide written instructions to their custodian in the form of a standing letter of authorization (“SLOA”) that permits the transfer of funds from their account(s) to a pre- approved bank or brokerage account. Under the terms of an SLOA, the client authorizes its custodian to accept instructions from BTAM to transfer funds to the pre-approved account in the amount directed by the client. And while BTAM has absolutely no authority to direct or transfer assets outside the prescribed terms of a client’s SLOA, it is the view of the SEC that BTAM is deemed to have “custody” of client assets in such a circumstance. It must be noted that in no instance is BTAM permitted to instruct the client’s custodian to transfer or move funds to any account beyond those pre-approved by the client. Pooled Investment Vehicles Under SEC Rule 206(4)-2, BTAM is deemed to have custody over the pooled investment vehicles it advises as BTAM has the authority to obtain possession of the fund assets. BTAM relies on an exemption from SEC Rule 206(4)-2(a)(2) and 206(4)-2(a)(3) as it follows the requirements of SEC Rule 206(4)- 2(a)(4) and distributes audited financial statements prepared by a PCAOB certified independent public accountant to all limited partners of each pooled investment vehicle at least annually and upon liquidation. BTAM also follows the safe-keeping requirement of the Rule by ensuring that all funds’ cash and securities are maintained at a qualified custodian in separate accounts for each fund. BTAM will ensure that all information on all trades executed for its investors are provided to the custodian and to the fund administrator. The fund administrator shall provide monthly statements to BTAM and quarterly statements to investors. ITEM 16 – INVESTMENT DISCRETION BTAM offers its investment advisory services on a non-exclusive, discretionary basis. Discretionary investment authorization is granted to us under the terms of our investment advisory agreement with you. In a discretionary trading authorization relationship you have granted us prospective authority to execute transactions on your behalf without notice and consistent with your investment objectives. It is your responsibility to inform us of any reasonable restrictions or limitations you may wish to impose upon your account. ITEM 17 – VOTING CLIENT SECURITIES Separately Managed Accounts BTAM does not take any action or give any advice with respect to the voting of proxies solicited by, or with respect to, the issuers of securities in which your accounts may be invested. In addition, we do not 10  take any action or give any advice with respect to any securities held in any accounts that are named in or subject to class action lawsuits. We will, however, forward to you any information received by us regarding proxies and class action legal matters involving any securities held in your accounts. Pooled Investment Vehicles A. Policy On rare occasions, a holding in BTAM’s pooled investment vehicles may receive a proxy proposal. In the event that BTAM receives a proxy proposal for investments held in pooled vehicles, we will review to determine whether the proposal is consistent with our investment strategy and in the best interest of its investors, taken as a whole. B. Procedure BTAM has developed the following procedures for voting proxies: • • BTAM shall be responsible for reviewing the special and/or annual report, proxy proposals, and proxy proposal summaries. We shall take into consideration what vote is consistent BTAM’s investment strategy and in the best interests of the vehicle’s investors, taken as a whole. BTAM will then vote the proxies in accordance with its policy. In reviewing the proxies and making voting decisions, BTAM generally performs its analysis internally for each investment; however, from time to time, we may review external sources’ commentary. • BTAM shall maintain copies of any information required to be maintained for proxy voting decisions. • With respect to proxy votes on topics deemed, in the opinion of BTAM, to be controversial and/or particularly sensitive, we will provide a written explanation for the proxy vote, which will be maintained with the record of the actual vote in BTAM’s files. ITEM 18 – FINANCIAL INFORMATION While we do not require the prepayment of investment management fees, the SEC requires us to disclose any condition that is reasonably likely to impair the firm's ability to meet its contractual commitments to clients. BTAM does not know of any such condition and is not the subject of a bankruptcy petition. 11  Kenneth Naehu 21250 Hawthorne Boulevard, Suite 550 Torrance, CA 90503 www.banyantree-llc.com Brochure Supplement March 27, 2024 This brochure supplement provides information about Kenneth Naehu and supplements the brochure of Banyan Tree Asset Management, LLC (“BTAM”). You should have received a copy of that brochure. Please contact Anny Choe at (866) 255-1800 or achoe@banyantree-llc.com if you did not receive BTAM’s brochure or if you have any questions about the contents of this supplement. Additional information about Mr. Naehu is available on the SEC’s website at www.adviserinfo.sec.gov. Educational Background and Business Experience Year of birth: 1965 Formal education: - Pepperdine University; 1988 Business background: - Banyan Tree Asset Management, LLC – Principal and Managing Director (07/13 – Present) - Banyan Tree Securities, LLC – Principal and Managing Director (2014-Present) - Bel Air Investment Advisors, LLC – Partner and Managing Director, Head of Fixed Income (10/99 – 07/13) - Bel Air Securities LLC – Partner and Managing Director (01-06 – 07/13) - State Street Global Markets, LLC – Registered Representative (09/01 – 07/06) - Bel Air Securities LLC – Partner and Managing Director (02/01 – 09/01) - Bel Air Securities LLC – Senior Vice President (10/98 – 01/01) - Bear Stearns & Co., Inc. – Associate Director (12/90 – 09/98) - Drexel Burnham Lambert, Inc. - Assistant Vice President (11-89 – 03/90) Disciplinary Information Mr. Naehu has not been the subject of any disciplinary action or event. Other Business Activities Mr. Naehu is a principal and registered representative of Banyan Tree Securities, LLC, a FINRA-member broker-dealer and an affiliate of BTAM. Additional Compensation As the majority owner of BTAM, Mr. Naehu receives the majority of BTAM’s profits. Supervision Mr. Naehu is a principal of BTAM and accordingly is not subject to any direct hierarchical supervision. Mr. Naehu is subject to the compliance policies and procedures of BTAM. These policies and procedures are maintained by Kenneth Naehu and monitored by Anny Choe, Chief Operating Officer at BTAM. Ms. Choe can be reached at (866) 255-1800. 1  Brian Goldberg 21250 Hawthorne Boulevard, Suite 550 Torrance, CA 90503 www.banyantree-llc.com Brochure Supplement March 27, 2024 This brochure supplement provides information about Brian Goldberg and supplements the BTAM brochure. You should have received a copy of that brochure. Please contact Anny Choe at (866) 255-1800 or achoe@banyantree-llc.com if you did not receive BTAM’s brochure or if you have any questions about the contents of this supplement. Additional information about Mr. Goldberg is available on the SEC’s website at www.adviserinfo.sec.gov. Educational Background and Business Experience Year of birth: 1978 Formal education: - University of Southern California, 2000 Business background: - Banyan Tree Asset Management, LLC – Principal and Managing Director (09/13 – Present) - Banyan Tree Securities, LLC – Principal and Managing Director (2014-Present) - Bel Air Investment Advisors, LLC – Vice President, Portfolio Manager (03/02 – 07/13) - Bel Air Securities LLC – Registered Representative (01/06 – 07/13) - State Street Global Markets, LLC – Registered Representative (09/01 – 07/06) - Bel Air Investment Advisors, LLC – Associate (07/00 – 03/02) Disciplinary Information Mr. Goldberg has not been the subject of any disciplinary action or event. Other Business Activities Mr. Goldberg is a principal and registered representative of Banyan Tree Securities, LLC, a FINRA-member broker-dealer and an affiliate of BTAM. Additional Compensation As an owner of BTAM, Mr. Goldberg receives a share of BTAM’s profits. Supervision Mr. Goldberg is under the supervision of Kenneth Naehu. In addition, Mr. Goldberg is subject to the compliance policies and procedures of BTAM. These policies and procedures are monitored by Kenneth Naehu, Chief Compliance Officer at BTAM. Mr. Naehu can be reached at (866) 255-1800. 2