Avenue Capital Management II, L.P.

Structure; History and Ownership Avenue Capital Management II, L.P. (CRD #111845) (“Avenue U.S.”), Avenue Europe International Management, L.P. (CRD #131937) (“Avenue Europe”) and Avenue Asia Capital Management, L.P. (CRD #113246) (“Avenue Asia”) (each, a “filing adviser” and collectively, the “firm,” “Avenue Capital Group,” “Avenue,” “Avenue Capital” or “we”) is a group of commonly owned investment advisers with their principal place of business in New York City. Avenue Capital Group generally provides investment advisory services to private investment funds (“private funds”) and may provide investment advisory services to separately managed accounts and registered investment companies (the private funds and any separately managed accounts and managed registered investment companies, the “funds). In addition to our offices in New York, we have offices in Silicon Valley, London, Luxembourg, Dublin, Sydney, Hong Kong, Mumbai, Singapore and Abu Dhabi. This brochure provides information about: (i) Avenue Capital Group and (ii) general partners or managing members of funds that are relying on the filing advisers’ registration as investment advisers (in accordance with the U.S. Securities and Exchange Commission (“SEC”) letter to the American Bar Association, Subcommittee on Private Investment Entities dated December 8, 2005 (the “2005 SEC Letter”)), which are listed in Section 7.A. of Schedule D in Part 1A of each filing adviser’s Form ADV. This brochure also provides information about Avenue Europe’s and Avenue Asia’s respective relying advisers which are listed in Schedule R of Part 1A of Avenue Europe’s and Avenue Asia’s Form ADV pursuant to General Instruction No. 5 to Form ADV Part 1A. Each such entity conducts its activities in accordance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules thereunder, and is subject to the supervision and control of Avenue Capital Group, including being subject to Avenue Capital Group’s investment adviser compliance policies and procedures. Avenue U.S. commenced business in 2000 and has been registered as an investment adviser with the SEC since July 17, 2000. Avenue ME Advisors Ltd, a relying advisor of Avenue U.S., has been granted Financial Services Permission to Conduct Regulated Activities, Prudential Category 4, by the Financial Services Regulatory Authority of the Abu Dhabi Global Market, United Arab Emirates, since February 11, 2021. Avenue Europe commenced business in 2004 and has been registered as an investment adviser with the SEC since July 2, 2004. Avenue Europe Management, LLP, a relying adviser of Avenue Europe, has been authorized by the U.K. Financial Conduct Authority since 2004. Avenue Asia commenced business in 2001, and has been registered as an investment adviser with the SEC since July 13, 2001. GL Advisors Hong Kong Limited, a relying adviser of Avenue Asia, received a Type 9 (asset management) license with the Securities and Futures Commission of Hong Kong in August 2015 and has been registered as a Foreign Portfolio Investor with the Securities and Exchange Board of India since April 10, 2019. Avenue Asia Singapore Pte. Ltd., a relying advisor of Avenue Asia, has been issued a Capital Markets License by the Monetary Authority of Singapore to conduct fund management activities on November 25, 2020. Avenue Capital Group, including the general partners and managing members of funds and Avenue Europe’s and Avenue Asia’s relying advisers is a global alternative investment firm founded in 1995. As of February 28, 2026, Avenue Capital Group had approximately 183 employees worldwide, including approximately 63 investment professionals. Avenue Capital Group maintains a well-developed infrastructure with extensive accounting, operations, legal, business development, risk management, compliance and information technology teams.

Marc Lasry (Chairman, Chief Executive Officer and Co-Founder) and Sonia Gardner (President, Managing Partner and Co-Founder) are the Senior Principals of Avenue Capital Group and together control the general partners of each filing adviser (i.e., Avenue Capital Management II GenPar, LLC, Avenue Asia Capital Management GenPar LLC and Avenue Europe International Management GenPar, LLC). Shawn Foley is a Senior Portfolio Manager and is responsible for Avenue U.S.’s Aviation substrategy. Matt Kimble and Craig Hart are Senior Portfolio Managers and are responsible for Avenue U.S.’s Energy sub-strategy. Shawn Foley, Matt Kimble and Craig Hart are collectively responsible for Avenue U.S.’s strategy focusing on investments in portfolio companies headquartered or with principal places of business in the United States and Canada. Jonathan Ford is a Senior Portfolio Manager and is responsible for Avenue Europe’s investment strategy. Padraig Moore is a Senior Portfolio Manager and is responsible for Avenue Europe’s investment strategy. Anil Gorthy is a Senior Portfolio Manager and is responsible for Avenue Asia’s investment strategy. Randal Klein is a Senior Portfolio Manager and is responsible for assisting with the direction of the investment activities of the firm’s global funds. Dan Holman, Chad Norman and Tony Pandjiris are Senior Portfolio Managers and are responsible for Avenue’s Growth Lending strategy. Jonathan Greenbaum is a Senior Managing Director and is responsible for directing the remaining activities of Avenue’s BI Insurance strategy. Jonathan Greenbaum and Brian Lasky are Senior Managing Directors responsible for assisting with the direction of the investment activities of Avenue’s Sports Strategy. Our primary investment advisory service is to provide discretionary investment advice to funds. In addition to funds, we may in the future also advise one or more separately managed accounts on a discretionary basis. The objective and strategy of a managed account may but is not required to be similar to the investment objective and strategy of a fund managed by Avenue Capital Group. Avenue Capital Group is primarily focused on specialty lending, opportunistic credit and other special situations investments in the United States, Europe and Asia. The Senior Principals and the Portfolio Managers of funds managed by Avenue Capital Group have spent virtually their entire careers in this space. Avenue Capital Group generally pursues a theme-driven, concentrated investment strategy that is analytically intensive and relies upon individual issuer, industry and macro research and analysis. To execute this strategy, Avenue Capital Group has assembled an experienced team of investment professionals. The depth of experience of these professionals allows for thorough research and analysis of potential investment opportunities, including issuers with complicated, multi-layered capital structures in complex and dynamic industries.

Avenue U.S. The Avenue U.S. strategy seeks to achieve attractive risk-adjusted returns primarily by focusing on specialty lending, dislocated liquid credit, stressed/distressed debt and undervalued equity of U.S. assets and companies. The strategy includes sector-specific sub-strategies, such as those that focus on mid and end-of-life aviation opportunities and energy credit and power assets. In addition, the strategy may invest in real estate debt. Portions of the assets Avenue U.S. manages are invested by Avenue U.S.’s Energy funds, Aviation funds, Growth Lending funds, Sports funds and BI Insurance fund. These sub-strategies include private funds. Thus, Avenue U.S. provides investment advice to private funds. Avenue Europe The Avenue Europe strategy is focused primarily on providing senior secured, asset-backed loans to borrowers that are headquartered or have a principal place of business in Northern Europe. Avenue Europe’s experienced investment professionals seek high-quality, asset-rich borrowers who are unable to access traditional bank financing. The team leverages Avenue Europe’s origination platforms and longstanding presence in Europe to generate a large volume of recurring lending opportunities in market niches, which Avenue believes are generally less-competitive and have high barriers to entry. The investment team conducts extensive research and analysis to identify attractive investment opportunities across a broad spectrum of loan types, collateral and geographies. The strategy focuses on creditorfriendly jurisdictions in Northern Europe such as the United Kingdom, Ireland, Germany, Nordic and Benelux countries. Avenue Asia The Avenue Asia strategy focuses on opportunistic credit and special situations opportunities in Asia Pacific with a particular focus on developed (Australia, Hong Kong, Singapore, South Korea and Japan) and developing (India, China and Southeast Asia) markets. The strategy seeks attractive risk-adjusted returns by investing primarily in the senior secured debt of Asian companies with significant collateral. Avenue Asia believes it has one of the largest local platforms in Asia with four offices and a dedicated team that has significant experience investing in the region and across multiple economic cycles. The strategy combines local insight and regional underwriting to effectively originate, diligence, execute and actively monitor investment opportunities. *** Prospective investors in any fund are advised to review each private fund’s confidential offering memorandum for a more in-depth description of that fund’s investment strategy and objectives, types of assets to be invested in, investment restrictions (if any), and related risk factors. Some of the private funds we advise are feeder funds to or parallel funds of other funds. In many cases, we advise successor funds to earlier funds that have concluded their investment period. A list of the funds we manage can be found below at Item 10. Types of Advisory Services As described above, Avenue Capital Group generally provides advisory services to private investment funds, and we may provide advisory services to separately managed accounts for institutional investors. Neither Avenue Capital Group nor any of our affiliates is acting as an investment adviser or otherwise

making any recommendation as to an investor’s decision to invest in the funds. The advisory services we provide to investment funds are provided on a discretionary basis. The advisory services we provide to managed accounts may be discretionary or non-discretionary. Avenue Capital Group may manage one or more private funds (i.e., pooled investment vehicles) in which Benefit Plan Investors 1 would have aggregate holdings of 25% or more of the value of one or more classes of such funds’ outstanding equity interests, resulting in the assets of the respective funds being treated as “plan assets” under ERISA. The applicable adviser would be considered a fiduciary of “ERISA plans” investing in the private fund. The applicable adviser would manage the operations and transactions of a private fund that is deemed to hold “plan assets” in a manner that complies with the applicable provisions of the prohibited transaction rules of ERISA and Section 4975 of the Code. The applicable adviser intends to rely on the applicable provisions of the relief available under various exemptions issued by the U.S. Department of Labor, including the relief available under prohibited transaction exemption 84-14, as amended, for transactions negotiated by a “qualified professional asset manager,” when such operations or transactions would otherwise constitute prohibited transactions. Pursuant to an exemption under U.S. Commodity Futures Trading Commission (“CFTC”) Rule 4.13(a)(3), none of Avenue Capital Group’s investment advisers, general partners or other affiliates are required to register, and are not registered, with the CFTC as commodity pool operators. None of Avenue Capital Group’s investment advisers, general partners or other affiliates are required to register with the CFTC as a commodity trading advisors. The investment strategies we employ are described below at Item 8. The description of each investment strategy, including restrictions on permissible investments, investment guidelines and applicable risk factors, is not intended to apply to any particular fund (unless explicitly stated otherwise), which could employ one or more of Avenue Capital Group’s investment strategies. Assets Under Management As of December 31, 2025, Avenue Capital Group collectively managed approximately $10,779,968,624 of client assets, all on a discretionary basis. 2

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Fees Detailed information regarding fees is included in each fund’s confidential offering memorandum or prospectus, as applicable. Because this brochure will only be delivered to “qualified purchasers” investing in our private funds, as defined in Section 2(a)(51) of the Investment Company Act of 1940, a complete description of our compensation arrangements is not required to be included in this brochure. Fees paid for services provided to managed accounts are determined on a client-by-client basis and may, but are not required to, be substantially similar to those paid by funds. The private funds we advise generally pay management fees and incentive allocations or carried interest, depending upon each fund’s investment strategy. Management fees for private funds, calculated as a percentage of the asset value or aggregate commitments of the fund attributable to each investor, are generally paid monthly, quarterly or semi-annually in advance. With respect to our private funds that pay us a carried interest, management fees are pro rated for partial periods in the event that our investment management agreement with the fund is terminated or an investor makes a capital contribution or purchases shares at any time other than at the beginning of a fund’s valuation period, but are payable in full for partial periods resulting from distribution of fund assets. Incentive allocations or carried interest are calculated as a percentage of profits of the private funds. Some private funds pay incentive allocations, in whole or in part, on mark-to-market performance at the end of a period (year-end or upon a partial or full withdrawal), subject to a high watermark. Other private funds pay a carried interest on realized returns. For those funds, such carried interest payments are not paid to us until investors receive 100% of their capital back plus a preferred return. Management fees, incentive allocations and carried interest rates may be negotiable. Avenue Capital Group may receive income in the form of underwriting fees, break-up fees, commitment fees and other such fees. However, Avenue Capital Group will not accept any fees that would trigger broker-dealer or other registration unless and until the appropriate parties obtain the proper licenses and registrations. For more information regarding certain categories of fee income, including without limitation, break-up fees, please see Item 5 under the heading “Fees and Compensation – Expenses – Funds.” Expenses Whether an expense is a fund or firm expense is governed by each fund’s operative documents and is the joint responsibility of the Chief Compliance Officer and Chief Financial Officer, with the assistance of such other parties as they deem necessary, to oversee how expenses are allocated. Expense allocation determinations may be made as to broad categories or expense types or on an expense item-by-expense item basis. If permitted under a fund's controlling documents, from time to time the management company may advance payment of an expense on behalf of the fund and to the extent that the expense may be appropriately borne by the funds, the management company may seek reimbursement from the funds. Once a determination is made that an expense is a fund expense that is attributable to more than one fund, the Chief Compliance Officer and Chief Financial Officer, with the assistance of such other parties as they deem necessary, shall determine the appropriate allocation methodology among the funds. For instance, research that generally could benefit any fund within a strategy or among strategies may be

allocated among such funds/strategies based on the funds’ strategies’ respective net asset values or in such other manner as Avenue Capital Group deems equitable among the funds. Other expenses that directly relate to a specific investment may be allocated based on how the investment is held by, or is to be allocated to, the funds. There may be situations where an expense may be allocable to some but not all of the funds that receive the benefit of such expense. In these situations, the funds that can bear the expense shall bear their allocable share of the expense and Avenue Capital Group shall pay the remainder. Funds

The payment of expenses by a fund will reduce the value of each investor’s investment in the fund. Detailed information regarding the expenses to which each fund is subject is set out in the offering documents or prospectus, as applicable, with respect to the particular fund. Private Funds Generally, each feeder fund bears its own expenses and its pro rata share of the expenses of any master fund or intermediate fund. Private fund expenses may include, without limitation, the following categories of expenses:

formation expenses of the fund and related entities, including fees and expenses of counsel to, accountants for and agents of the fund, its general partner, if applicable, and the applicable filing adviser, of personnel of the applicable filing adviser and its advisors, and other expenses (including, without limitation, travel and travel-related costs and expenses (including business class airfare and first class airfare)), in each case, incurred in connection with the formation and marketing of the fund and related entities, the preparation of the fund’s operative documents and the offering of equity interests of the fund;

audit fees and other out-of-pocket expenses incurred in connection with the preparation and distribution of financial statements for the fund, any portfolio company or special purpose vehicles used by the fund with respect to any investment, audit and reporting compliance;

expenses incurred in connection with the evaluation, acquisition or disposition of investments (whether or not consummated), including: o

private placement fees,

o

sales commissions,

o

appraisal fees,

o

taxes,

o

brokerage fees,

o

underwriting commissions and discounts,

o

travel and travel-related expenses (including business and first-class airfare);

o

legal, accounting, investment banking, consulting fees (including without limitation, fees payable to expert network consultants) and professional fees;

o

research-related fees and expenses;

o

data and information service providers (e.g., Bloomberg, Debtwire, general market research with respect to trading models and industries, etc.); and

o

other transaction costs.

a fund’s allocable share of costs and expenses incurred in respect of any proposed investments that are not consummated and that were not intended by the general partner to support any investment previously made by the fund such that the general partner determines that such expenses should be considered investment expenses with respect to such investment previously made, including, without limitation, fees and expenses incurred to obtain financing commitments and fees and expenses paid to legal counsel, accountants or experts retained to negotiate or document a proposed investment or to conduct due diligence reviews, in each case to the extent that with respect to any such proposed investment (i) such out-ofpocket costs and expenses are not otherwise reimbursed by an unaffiliated third party or by the subject of the proposed investment, and (ii) the proposed investment is not consummated by an affiliate of the fund nor does any such affiliate receive any material amount of compensation in connection with the consummation of such proposed investment from any person other than the fund;

compensation and other similar expenses of consultants (including local joint venture partners, industry executives, advisors, consultants, operating executives, subject matter experts or other persons acting in a similar capacity (including with respect to potential portfolio investments));

any costs and expenses incurred in connection with the carrying or management of investments, including: o

custodial, trustee, record keeping and other administration fees;

expenses incurred in connection with the preparation and distribution of its tax returns, financial statements and reporting for the fund (including Schedules K-1 for fund investors);

expenses incurred in connection with tax compliance (including, without limitation, FATCA expenses related to investor due diligence, reporting, filing fees, and registration), U.K. FATCA, CRS, AEOI compliance, compliance with the Organisation for Economic Cooperation and Development country-by-country reporting requirements and compliance with any other requirements resulting from the Organisation for Economic Cooperation and Development’s ongoing Base Erosion and Profit Shifting project or similar regulatory filings;

attorneys’ and accountants’ fees and disbursements relating to fund matters;

taxes and other governmental charges levied against it;

any and all expenses (including legal fees and expenses) incurred to comply with any law or regulation related to the activities of the fund (including regulatory expenses of the general partner, if any, and the applicable filing adviser incurred in connection with reporting to regulatory authorities and preparation and making of any required regulatory filings or notice (including Form PF, U.S. Bureau of Economic Analysis or Federal Reserve Board forms, AIFMD, Form D or similar forms, MiFID II, GDPR or other applicable regulatory privacy regime)) or otherwise incurred in connection with any litigation or governmental inquiry related to the activities of the fund (to the extent such expenses would be indemnifiable under

the fund’s operative documents), including filing and registration fees and expenses related to regulatory sweeps;

insurance premiums and other insurance costs and expenses incurred in connection with the activities of the fund, including without limitation, errors, omissions, fidelity, crime, general partner liability, directors’ and officers’ liability and similar coverage for any indemnified party;

expenses incurred in connection with its dissolution, liquidation or winding-up and termination;

expenses relating to defaults by investors in the payment of any capital contributions;

expenses incurred in connection with any restructuring or amendments to a fund’s constituent documents and related entities;

expenses incurred in connection with the formation of alternative investment vehicles to the extent permitted under the fund’s constituent documents;

expenses incurred in connection with the formation, maintenance and operation of special purpose vehicles through which the fund makes, holds or manages investments (whether such vehicles are formed as subsidiaries of the fund or as stand-alone vehicles outside of the fund, including vehicles formed in non-U.S. jurisdictions), including: o

rent,

o

employee costs,

o

office expenses,

o

taxes and other governmental charges,

o

administrator fees and

o

professional fees incurred with respect to tax planning and tax compliance;

expenses of any administrator of the fund and any special purpose vehicles through which the fund makes, holds or manages investments (including vehicles formed in non-U.S. jurisdictions);

expenses incurred in connection with distributions to investors;

expenses incurred in connection with any meetings with investors called by the fund’s general partner (including any annual conferences), including travel (including business class airfare, or when business class is not available, first-class airfare), meal and lodging expenses of the fund’s advisory board and professionals of the investment adviser incurred in connection with attending such meetings;

expenses incurred in connection with the preparation and distribution of any investor communications (including Intralinks);

expenses related to the fund’s indemnification obligations;

certain litigation expenses;

any amounts paid by the fund for, or resulting from, hedging transactions;

investment management fees;

expenses incurred in connection with compliance with side letters;

expenses relating to transfers of interests in the fund or a permitted withdrawal of an investor (but only to the extent not paid or otherwise borne by the withdrawing investor and/or the assignee of the withdrawing investor);

out-of-pocket expenses incurred by members of an independent committee in connection with the fulfillment of their duties, including without limitation, travel expenses incurred in connection with attending independent committee meetings (including, without limitation, transportation, meal and lodging expenses, including business class airfare, or when business class is not available, first-class airfare);

any principal, interest on and fees and expenses arising out of, the fund’s borrowings and indebtedness (including, without limitation, the fees, and costs and expenses incurred in obtaining lines of credit, loan commitments and letters of credit for the account of the fund);

the cost and expenses associated with, and structuring fee under, a total return swap or any credit facility;

fees and expenses of any legal counsel engaged by the advisory committee of a fund;

other extraordinary expenses relating to the fund and its activities that are not investment expenses; and

such other expenses as are set forth in the fund’s private placement memorandum, limited partnership agreement and/or other operative documents.

Fee income, including commitment fees, break-up fees, directors’ fees and similar income realized with respect to investments or proposed investments by a private fund, will first be applied to unreimbursed out-of-pocket expenses related to the applicable transaction; any excess amount will be used to reduce the applicable investment management fee otherwise payable by the private fund’s investors by an identical amount, or, at our discretion, be paid directly to the fund. Notwithstanding the foregoing, such fees (including directors’ fees) may be waived at our discretion. Separately Managed Accounts

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placement memorandum, explanatory memorandum, or confidential offering circular for a more in-depth description of that fund’s investment strategy and objectives, types of assets to be invested in, investment restrictions (if any), and related risk factors. Avenue U.S. Strategy

The Avenue U.S. strategy seeks to achieve attractive risk-adjusted returns primarily by focusing on specialty lending, dislocated liquid credit, stressed/distressed debt and undervalued equity of U.S. assets and companies. The strategy includes sector-specific sub-strategies, such as those that focus on mid and end-of-life aviation opportunities and energy credit and power assets. In addition, the strategy may invest in real estate debt. The strategy and its sub-strategies generally focus on:

Companies that Avenue U.S. believes are undervalued because of discrete extraordinary events;

Companies experiencing operational and financial difficulties in which Avenue U.S. anticipates a turnaround;

Deep value in the equity of power assets supporting the energy transition;

Small balance, real estate-backed performing and non-performing loans and tax liens;

Mid-life and end-of-life aviation hard assets, dislocated securities and aviation bankruptcies; and

Debt, preferred equity and common equity investments in sports leagues, teams and sportsrelated adjacent businesses predominantly in the United States and Europe.

Avenue U.S.’s experienced investment professionals seek “good companies with bad balance sheets” — firms or assets with sustainable businesses and positive cash flow but whose financial situation is stressed or distressed, or where complex financing is required. Avenue U.S.’s experienced investment team provides highly-negotiated capital solutions with a focus on downside protection. The investment team conducts extensive research and analysis using Avenue’s top-down/bottom-up approach to find undervalued opportunities. The Avenue U.S. Strategy leverages its extensive network, including its captive external loan originating/servicing platform and wholly-owned power management and operating platform to further enhance its investment process. The strategy generally targets:

Opportunistic credit;

Special situations;

Senior secured loans;

Stressed high yield debt;

Event-driven situations;

Restructured and post-reorganization equities; and

Equity in what Avenue U.S. believes are undervalued power assets.

Avenue Europe Strategy

The Avenue Europe strategy is focused primarily on providing senior secured, asset-backed loans to borrowers in Northern Europe. Avenue Europe seeks to achieve attractive risk-adjusted returns while maintaining a strong focus on downside protection and capital preservation. The strategy generally focuses on:

Senior secured, floating rate, bilateral loans;

Asset-rich borrowers with high-quality collateral, including real estate and infrastructure assets;

Small and middle-market loans; and

Sponsor and non-sponsor-backed borrowers.

Avenue Europe’s experienced investment professionals seek high-quality, asset-rich borrowers who are unable to access traditional bank financing. The team leverages Avenue Europe’s origination platforms and long-standing presence in Europe to generate a large volume of recurring lending opportunities in market niches, which are generally less-competitive and have high barriers to entry. The investment team conducts extensive research and analysis to identify attractive investment opportunities across a broad spectrum of loan types, collateral and geographies. The strategy focuses on creditor-friendly jurisdictions in Northern Europe such as the United Kingdom, Ireland, Germany, Nordic and Benelux countries. The strategy generally seeks to:

Generate attractive risk-adjusted returns with a high degree of downside protection;

Target high-quality, asset-rich borrowers with limited access to traditional sources of debt finance;

Lend in market niches where barriers to entry are high;

Flexibly adjust loan structures, loan sizes, collateral types, credit metrics, sector and country exposures depending on market conditions; and

Focus on Northern European countries where creditor rights are strongest.

In pursuing this approach, the strategy seeks to produce consistent returns, carefully evaluate risk/return and preserve capital.

Avenue Asia Strategy

The Avenue Asia strategy focuses on opportunistic credit and special situations opportunities in Asia Pacific with a particular focus on developed (Australia, Hong Kong, Singapore, South Korea and Japan) and developing (India, China and Southeast Asia) markets. The strategy seeks attractive risk-adjusted returns by investing primarily in the senior secured debt of Asian companies with significant collateral. Avenue Asia believes it has one of the largest local platforms in Asia with four offices and a dedicated team that has significant experience investing in the region and across multiple economic cycles. The strategy combines local insight and regional underwriting to effectively originate, diligence, execute and actively monitor investment opportunities. The strategy generally focuses on:

Companies experiencing operational and financial difficulties in which Avenue Avsia anticipates a turnaround;

Companies that Avenue Asia believes are undervalued or require financing solutions because of discrete extraordinary events or economic conditions;

Companies in industries that are in turmoil or where there are non-economic sellers of securities; and

Companies that are undergoing a restructuring, reorganization or bankruptcy.

Avenue Asia’s experienced investment professionals seek proprietary opportunistic and special situations investments by: 1) purchasing assets from non-economic sellers at attractive prices, 2) providing flexible special situation financings to companies with attractive cash flows and collateral but where traditional capital is unavailable, and 3) taking advantage of dislocations in Asia’s traded credit markets. The team studies each potential target market to develop significant expertise prior to investing a substantial amount of capital in that market. The team also leverages its extensive network of local investment, legal and accounting professionals to augment its investment process. The Avenue Asia strategy seeks to be opportunistic across the Asia Pacific region and generally targets:

Direct and specialty lending investments;

Special situations investments; and

Opportunistic traded credit investments (e.g., liquid credit instruments that trade with a CUSIP or ISIN).

Growth Lending Strategy

Avenue U.S.’s Growth Lending strategy seeks to provide senior secured structured debt financing to U.S.based, high-growth, technology and life science companies. Investments are expected to be made primarily in:

companies seeking growth capital to supplement equity funding;

companies seeking acquisition, investment capital and/or working capital; and

companies that are in need of refinancing or liquidity to strengthen balance sheets while minimizing shareholder dilution.

The Growth Lending strategy typically targets high growth early and expansion stage companies backed by venture capital (Series A through Series C) that can support at least $3 million of debt financing. The strategy’s technology focus sectors include software, security, consumer internet, artificial intelligence, “Internet of Things” (i.e., technology enabling every-day objects to send and receive data), energy efficiency, information technology hardware and semiconductors. The strategy’s life science focus sectors include digital healthcare, biotechnology, drug discovery, surgical devices, therapeutic devices, personalized medicine and diagnostic equipment. The Growth Lending strategy focuses primarily on senior secured structured debt investments, which are structurally senior to other portions of the capital structure, coupled with an equity component, such as warrants, or other rights to purchase common or preferred stock (the equity component will typically result in minimal company ownership). Debt investments will normally be structured as non-converting term loans which are generally repaid over a period of 24 to 48 months. Avenue U.S. will generally pursue deal sizes ranging from $3 million to $30 million and generally will make loans to cash flow negative companies where Avenue U.S. believes is significant enterprise value coverage. Applicable interest rates are typically floating (with a floor) and increase with prime rate. Financing documentation may include additional “right to invest” provisions applicable to future equity rounds, which may allow applicable funds to magnify potential returns from strong performers. Avenue will typically not take board seats in connection with executing the Growth Lending strategy. Sports Strategy

Avenue U.S.’s Sports strategy seeks to produce attractive, risk-adjusted returns by making investments, directly or indirectly, in a wide variety of sports teams, leagues, owners, sports-related media and entertainment rights, sports-related real estate, facilities and other sports intellectual property-adjacent businesses. Additionally, the Sports strategy will target growth opportunities within emerging leagues, sports-affiliated real estate, sports media, sports-related financial services and other sports-adjacent businesses in the emerging global sports markets. Avenue U.S. may also seek to make opportunistic investments or co-investments in sports-related businesses or issuers that are ancillary to the sports industry, such as sports gaming, sports licensing businesses and sports-related real estate. The Sports strategy will generally focus on:

Capital solutions to teams in established sports leagues;

Women’s sports opportunities across both established and emerging leagues;

Minority stake acquisitions in established sports leagues;

Growth capital to emerging sports teams and leagues with significant growth potential; and

Providing preferred equity and debt solutions at low LTVs.

Avenue U.S. intends to focus on constructing a diversified portfolio across a wide variety of sports, emphasizing businesses that have robust recurring revenue bases, strong growth potential, the ability to attract a sizeable audience and the ability to further scale. Avenue U.S. will target opportunities at an

attractive or discounted price point in an attempt to maximize growth opportunity and return on investment. While the Sports strategy’s anticipated geographic focus will be predominantly North American and European sports, Avenue U.S. will also look to participate in growth opportunities within emerging sports leagues and teams in Africa, Asia, South America and Australia. Avenue U.S. believes that a blended approach will provide the opportunity for a balanced mix of domestic stability and emerging opportunities. Avenue U.S. intends to focus on teams and other sports-related businesses that have an ability to attract a sizeable, growing audience, with revenue streams that bring both stability and growth potential. General Areas of Interest within in the Sports Ecosystem:

Leagues

Teams

Stadiums

Venues

Media Rights

Streaming

Live Content

Events

Analytics

Ticketing

Merchandising

Mixed-Use Real Estate

AI/Data Collection

Gaming; and

Licensing.

BI Insurance Strategy

Avenue U.S.’s BI Insurance strategy seeks to produce attractive returns uncorrelated with financial markets principally by acquiring (at a material discount) and monetizing business interruption insurance claims arising from the COVID-19 pandemic. A fund will seek to acquire economic interests in BI claims that are held predominantly by “middle market” companies, as Avenue U.S. expects this segment will be less competitive and less efficient than the market for large claims. The related fund currently expects to acquire only a portion of each claim, and the insurance policy holder will maintain the other

portion of the claim. The investment team believes this will enable the Fund to have better access to the court system by means of the policyholder. Once these BI claims are purchased, the related fund will seek to resolve these claims through various means, including litigation, arbitration, mediation, and other such claims resolution methods. *** Certain funds have agreed in their governing documents to use fund-level leverage, as described in greater detail in their offering documents, in connection with the financing of a fund’s investment transactions. Avenue Capital Group may use fund-level leverage as part of its strategies and Avenue Capital Group also invests in asset classes (derivatives and options) that include implicit leverage. Prospective investors in any of our funds employing any of Avenue Capital Group’s investment strategies discussed above are advised to review the fund’s offering documents for a more in-depth description of that fund’s investment strategy and objectives, types of assets to be invested in, investment restrictions (if any) and related risk factors. Risks Associated with Avenue Capital Group’s Investment Strategies The investment strategies described above that we use for the funds cover a wide range of investment types. Material risks involved in our investment strategies are described below. Certain risks outlined below are specific to certain investment strategies and therefore are relevant to certain funds to the extent that they may employ such strategy(ies). Prospective investors in any fund are advised to review the private fund’s confidential offering memorandum or confidential offering circular. Conflicts of Interest

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We serve as the investment manager of, and provide investment advisory services to, private investment funds (i.e., pooled investment vehicles) and may in the future serve as the investment manager of, and provide investment advisory services to, one or more managed accounts. Neither Avenue Capital Group nor any of our affiliates is acting as an investment adviser or otherwise making any recommendation as to an investor’s decision to invest in the funds. With respect to the private funds, investment advice is provided directly to the funds and not individually to each of the funds’ limited partners or shareholders, as applicable. With respect to managed accounts, the investment objective and strategy of each client will not involve a recommendation or determination by us as to the appropriate investment program for such client nor due diligence by us as to such client’s financial condition or risk profile. Avenue may also provide investment advice to registered investment companies. The private funds’ investors may consist of one or more of the following: individuals, pension and profitsharing plans, financial institutions (including funds of funds), trusts, endowments, charitable organizations and corporations or other business entities. Each private fund investor or managed account client is required:

to be an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933;

to be a “Qualified Client” as such term is defined in SEC Rule 205-3 under the Investment Advisers Act of 1940;

to be a “Qualified Purchaser” as such term is defined in Section 2(a)(51) of the Investment Company Act of 1940; and

to meet such other eligibility requirements as we determine on a case-by-case basis.

Managed account clients may consist of one or more of the following: individuals, pension and profitsharing plans, financial institutions (including funds of funds), trusts, endowments, charitable organizations and corporations or other business entities. There is no minimum size for the funds or managed accounts we advise. A majority of the private funds have minimum investment amounts ranging from $500,000 to $10,000,000. Certain private funds, however, may have higher or lower minimum investment amounts depending upon the agreement negotiated between Avenue Capital Group and a fund’s investor(s), particularly in the case of single investor funds. Subject to applicable statutory minimums, such minimum investment amounts are negotiable.

Item 8. Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies We pursue a theme-driven, concentrated investment strategy that is analytically intensive and relies upon individual issuer, industry and macro research and analysis. In addition to conducting extensive fundamental issuer analysis, we may actively participate on creditors’ committees and steering committees. For those companies that require a restructuring (in or out of court), we may seek to influence and/or actively drive the reorganization, bankruptcy or restructuring process. Some of our investments may be long-term illiquid investments. Our goal is to select industries that are undergoing periods of rapid change and/or deterioration, which may provide significant investment opportunities as these cycles run their course. Following a disciplined, theme-based strategy allows us to pursue a relatively concentrated portfolio with a limited number of core investments. This results in a portfolio that represents a careful selection of investments within such industries rather than a broader, “indexed” approach. We employ a value investing strategy based on fundamental, proprietary research and comprehensive due diligence. Our due diligence process seeks to uncover hidden value and/or risk, thereby increasing potential returns and reducing the risk of investment loss. *** Funds may use one or more special purpose vehicles to effect a fund investment or in such circumstances as Avenue Capital Group may deem appropriate, including in an effort to increase the tax efficiency of a fund investment or to enable compliance with local investment laws. Expenses related to the formation, maintenance and operation of these special purpose vehicles, including, among other things, rent, employee costs, office expenses, administrator fees and professional fees incurred with respect to tax planning and tax compliance, will be borne by the funds. Funds have the ability to use security-level leverage in respect of their investments, and certain funds invest in asset classes (derivatives and options) that include implicit leverage. Each fund also has the authority to use fund-level leverage as part of their investment strategy(ies), although most of our funds historically have not done so. Going forward, however, we expect that our funds may use leverage in a number of different ways. For a detailed description of the specific leverage restrictions with respect to a fund and/or the manner in which leverage may be employed by a fund, please refer to that fund’s offering documents. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss – Risks Associated with Avenue Capital Group’s Investment Strategies – Use of Leverage.” Avenue Capital Group may use fund-level leverage and invest in asset classes (derivatives and options) that include implicit leverage. In addition, Avenue Capital Group expects that funds will, from time to

time, borrow capital in lieu of drawing down capital commitments and apply subsequent drawdowns to repay such borrowings and interest thereon (“administrative borrowings”). Our investment strategies and certain risks associated with our investment strategies are described in this

As discussed in Item 5 above, the private funds we advise generally pay incentive allocations or carried interest, depending upon the fund’s structure. Incentive allocations or carried interest are calculated as a percentage of profits of the private funds. Some private funds pay incentive allocations, in whole or in part, on mark-to-market performance at the end of a period (year-end or upon a partial or full withdrawal), subject to a high watermark. Other private funds pay a carried interest on realized returns. In those funds, such carried interest payments are not paid to us until investors receive 100% of their capital back plus a preferred return. Incentive allocations and carried interest rates may be negotiable. We have a fiduciary duty to our clients not to favor the account of one client over that of another, without regard to the types and amounts of fees paid by those accounts. In light of this, we have allocation and other policies and procedures in place to ensure that accounts are treated fairly. We seek to allocate investments among funds with similar strategies that are managed by the same investment team on a pro rata basis, targeted net asset basis or targeted total asset basis. However, as described in Item 12, under the heading “Allocation Procedures,” there are a number of reasons for which a particular transaction may not be allocated on a pro rata basis. For more information regarding the allocation of investments between Avenue Capital Group’s funds, see Item 12 under the heading “Allocation Procedures.”

Material Financial Industry Affiliations of Avenue Capital Group Avenue U.S. currently has direct relationships with the following private funds:

Avenue Aviation Opportunities Fund, L.P.

Avenue Aviation Opportunities Fund II (Onshore), L.P.

Avenue Aviation Opportunities Fund II (Offshore Master), L.P.

Avenue Aviation Opportunities Fund II (Offshore), L.P.

Avenue Aviation Opportunities Fund III (Onshore), L.P.

Avenue Aviation II Annex Fund (Offshore), L.P.

Avenue Aviation II Annex Fund (Onshore), L.P.

Avenue BI Insurance Opportunities Fund, L.P.

Avenue Employee Participation Plan, LLC

Avenue Energy Opportunities Fund, L.P.

Avenue Energy Opportunities Fund II, L.P.

Avenue Global Dislocation Opportunities Fund, L.P.

Avenue Global Opportunities Fund, L.P.

Avenue Global Opportunities Master Fund, L.P.

Avenue Golden Opportunities Fund, L.P.

Avenue Golden Opportunities Fund PV, L.P.

Avenue Growth Lending Fund III, L.P.

Avenue MIC Power Opportunities Feeder Fund, L.P.

Avenue MIC Power Opportunities Master Fund, L.P.

Avenue PPF Opportunities Fund, L.P.

Avenue Special Opportunities Fund II, L.P.

Avenue Strategic Opportunities Fund, L.P.

Avenue Special Situations Fund VI (A), L.P.

Avenue Special Situations Fund VI (B-Feeder), L.P.

Avenue Special Situations Fund VI (B), L.P.

Avenue Special Situations Fund VI (C-Feeder), L.P.

Avenue Special Situations Fund VI (C), L.P.

Avenue Special Situations Fund VI (Master), L.P.

Avenue Sports Opportunities Athlete Team Member Participation Plan, LLC

Avenue Sports Opportunities Fund, L.P.

Avenue Sports Opportunities Fund (Offshore), L.P.

Avenue Titan Co-Investment Fund, L.P.

Avenue Venture Opportunities Fund, L.P.

Avenue Venture Opportunities Fund II, L.P.

Avenue U.S. may provide investment advice with respect to a portion of the assets of Avenue RP Opportunities Fund, L.P., either directly or indirectly, pursuant to a global services agreement a entered into with Avenue Europe and Avenue Asia. Avenue U.S. has relationships with the following entities (general partners or managing members (in accordance with the 2005 SEC Letter) of private funds that are advised by Avenue U.S. and certain entities used to carry on Avenue U.S.’s business):

Avenue Aviation Opportunities Partners, LLC

Avenue Aviation Opportunities Partners II (Onshore), LLC

Avenue Aviation Opportunities Partners II (Offshore), LLC

Avenue Aviation Opportunities Partners III (Onshore), LLC

Avenue BI Insurance Opportunities Partners, LLC

Avenue Capital Management Ireland Limited

Avenue Capital Partners VI, LLC

Avenue Energy Opportunities Partners, LLC

Avenue Energy Opportunities Partners II, LLC

Avenue Global Dislocation Opportunities GenPar, LLC

Avenue Global Opportunities GenPar Holdings Ltd

Avenue Golden Continuation Partners, LLC

Avenue Growth Lending Partners III, LLC

Avenue Luxembourg S.A.R.L.

Avenue MIC Power Opportunities Fund GenPar, LLC

Avenue PPF Opportunities Fund GenPar, LLC

Avenue SO Capital Partners II, LLC

Avenue Sports Opportunities Fund GenPar, LLC

Avenue Strategic Opportunities Fund GenPar, LLC

Avenue Venture Opportunities Partners, LLC

Avenue Venture Opportunities Partners II, LLC

GL Avenue Employee Management, LLC

In addition, Avenue U.S. has a relationship with the following entity (a sub-adviser to private funds that are advised by Avenue U.S.) that is Avenue U.S.’s relying adviser:

Avenue ME Advisors Ltd (having been granted Financial Services Permission to Conduct Regulated Activities, Prudential Category 4, by the Financial Services Regulatory Authority of the Abu Dhabi Global Market, United Arab Emirates, in February 2021)

Avenue Europe currently has direct relationships with the following private funds:

Avenue-ASRS Europe Opportunities Fund, L.P.

Avenue CH Fund, L.P.

Avenue Europe Employee Participation Plan, LLC

Avenue Europe Private Lending Fund, L.P.

Avenue Europe Private Lending Fund (Feeder), L.P.

Avenue Europe Special Situations Fund III (Euro), L.P.

Avenue Europe Special Situations Fund III (U.S.), L.P.

Avenue Europe Special Situations Fund IV (U.S.), L.P.

Avenue Europe Special Situations Fund V (U.S.), L.P.

Avenue Europe Structured Credit Fund, L.P.

Avenue Homebuilder Capital Solutions Fund, SCSp

Avenue Ireland Opportunities Fund, SCSp

Avenue Royale Fund, L.P.

Avenue RP Opportunities Fund, L.P.

Avenue Europe may provide investment advice with respect to a portion of the assets of Avenue PPF Opportunities Fund, L.P., either directly or indirectly, pursuant to a sub-advisory agreement entered into with Avenue U.S.

Avenue Europe has relationships with the following entities (general partners or managing members (in accordance with the 2005 SEC Letter) of private funds that are advised by Avenue Europe and certain entities used to carry on Avenue Europe’s business):

Avenue-ASRS Europe Opportunities Fund GenPar, LLC

Avenue CH Partners, LLC

Avenue Europe Capital Partners III, LLC

Avenue Europe Capital Partners IV, LLC

Avenue Europe Capital Partners V, LLC

Avenue Europe Private Lending Partners, LLC

Avenue Europe Structured Credit Partners, LLC

Avenue Homebuilder Capital Solutions Fund GenPar, SARL

Avenue Ireland Opportunities Fund GenPar, SARL

Avenue Luxembourg S.A.R.L.

Avenue Royale Partners, LLC

Avenue RP Opportunities Fund GenPar, LLC

GL Avenue Employee Management, LLC

In addition, Avenue Europe has relationships with the following entity (a sub-adviser to private funds that are advised by Avenue Europe) that is Avenue Europe’s relying adviser:

Avenue Europe Management, LLP (authorized by the U.K. Financial Conduct Authority, formerly known as the U.K. Financial Services Authority, since 2004)

Avenue Asia currently has direct relationships with the following private funds:

Avenue Asia Credit Opportunities Fund SCSp

Avenue Asia Participation Plan II, LLC

Avenue Asia Special Situations Fund V, L.P.

Avenue Asia Special Situations Fund VI, L.P.

Avenue Asia Special Situations Fund VII, L.P.

Avenue Asia Imiloa Capital, L.P.

Avenue Asia ARK Co-Investment, SCSp

Avenue Asia and Avenue Europe may provide investment advice with respect to a portion of the assets of Avenue Global Opportunities Master Fund, L.P., Avenue Global Opportunities Fund, L.P., Avenue

Global Dislocation Opportunities Fund, L.P., Avenue Sports Opportunities Fund, L.P. and Avenue Sports Opportunities Fund (Offshore), L.P., either directly or indirectly, pursuant to global services agreements and/or sub-advisory agreements entered into with Avenue U.S. Avenue U.S. and Avenue Asia may provide investment advice with respect to a portion of the assets of Avenue RP Opportunities Fund, L.P., either directly or indirectly, pursuant to a global services agreement entered into with Avenue Europe. Avenue Asia has relationships with the following entities (general partners or managing members (in accordance with the 2005 SEC Letter) of private funds that are advised by Avenue Asia and certain entities used to carry on Avenue Asia’s business):

Avenue Asia ARK Co-Investment Partners, SARL

Avenue Asia Capital Partners V, LLC

Avenue Asia Capital Partners VI, LLC

Avenue Asia Capital Partners VII, LLC

Avenue Asia Credit Opportunities GenPar, SARL

Avenue Asia Imiloa Capital Partners, LLC

GL Avenue Employee Management, LLC

In addition, Avenue Asia has relationships with the following entities (sub-advisers to private funds that are advised by Avenue Asia) that are Avenue Asia’s relying advisers:

Avenue Asia Advisors Pvt Limited

Avenue Asia Singapore Pte Ltd. (holding a Capital Markets License by the Monetary Authority of Singapore to conduct fund management activities on November 2020)

IH Services HK Limited

GL Advisors Australia Pty. Ltd.

GL Advisors Hong Kong Limited (holding a Type 9 (asset management) license with the Securities and Futures Commission of Hong Kong since August 2015 and registered as a Foreign Portfolio Investor with the Securities and Exchange Board of India since April 2019)

In October 2006, Morgan Stanley became an indirect minority owner of Avenue. From time to time, certain funds may utilize Morgan Stanley for prime brokerage, consulting and other services. Avenue Capital Group is also affiliated with Amroc Investments, LLC. Marc Lasry and Sonia Gardner, the Senior Principals of Avenue Capital Group, own Amroc. As of January 1, 2008, all of Amroc’s employees became employees of Avenue Capital Group entities and there are no commissions or other fees paid to Amroc for sourcing investments. We do not believe that Avenue Capital Group’s relationship with Amroc is material to our ongoing business activities. Avenue U.S. is also affiliated with TLOA Servicing, LLC, a company formed for the purpose of supporting the tax lien investments of Avenue Strategic Opportunities Fund, L.P.

A number of entities with which Avenue Capital Group is affiliated serve as the general partners of private funds whose investment programs are managed by Avenue Capital Group and/or by affiliates of Avenue Capital Group. Other Activities Except as otherwise set forth in a fund’s offering documents, no Avenue Capital Group person is obligated to devote any specific amount of time to the affairs of the funds or managed accounts. Avenue Capital Group persons spend substantial time on other business activities, including those related to various existing and future pooled investment vehicles and other client accounts sponsored, formed, offered and managed by Avenue Capital Group and its affiliates. See Item 8 under the heading “Methods of Analysis, Investment Strategies and Risk of Loss – Risks Associated with Avenue Capital Group’s Investment Strategies - Other Activities.” Furthermore, the Senior Principals of Avenue Capital Group, and other officers and employees of Avenue Capital Group and its affiliates from time to time serve on the boards of directors, credit committees, or other committees, of one or more entities in which one or more of the Avenue funds or managed accounts has invested. In addition, certain Avenue Capital Group persons, or entities affiliated with such persons from time to time provide certain services to Avenue Capital Group, the funds, one or more of Avenue Capital Group’s other affiliates, and/or one or more of the investments or companies in which the funds invest. As a result, there may be a number of conflicts of interest which may arise, which could adversely affect the funds and/or managed accounts of Avenue Capital Group. Please see the disclosure provided elsewhere in this brochure under Item 8 as well as in the offering documents of the applicable fund. Avenue Capital Group persons engage in a broad range of investment management activities, including sponsoring and managing other private funds and/or affiliated special purpose acquisition companies and other activities. Certain Avenue Capital Group persons also expect to sponsor and operate future pooled investment vehicles and other client accounts that pursue similar investment objectives or other lines of investment activity. Although the relationships and activities of Avenue Capital Group persons should enable these entities to offer attractive opportunities and services to the funds and investors, such relationships and activities, in the ordinary course of business, may also give rise to circumstances in which the interests of these entities and other affiliates of the Avenue Capital Group persons conflict with the interests of the funds and investors, including, by way of example but not limitation, competition with other investment vehicles (proprietary or third-party managed) in which investors may also have an interest, purchasing and investments in entities in which investors may have an interest, or taking or advocating positions in certain transactions that may be considered adverse to the interests of investors. The Avenue Capital Group persons, the funds, the general partners of such funds (if applicable) or their respective members, officers, directors, employees, principals or affiliates may come into possession of material, non-public information. The possession of such information may limit the ability of the funds to buy or sell a security or otherwise to participate in an investment opportunity.

Personal Trading Code of Ethics; Personal Trading We have adopted a written code of ethics that applies to Avenue Capital Group, our employees and certain related persons. Our code of ethics is administered by our Chief Compliance Officer or his designees. Employees are given training with respect to our code of ethics when they are hired and

annually thereafter. Each client may obtain a copy of our code of ethics by submitting a written request to Andrew K. Schinder at 11 West 42nd Street, 9th Floor, New York, New York 10036 or by contacting Mr. Schinder at (212) 878-3500. The following general principles and standards of conduct are established by our code of ethics:

We must operate at the highest level of ethical standards in keeping with our fiduciary duties to clients, and in compliance with all applicable laws.

We have a duty to place the interests of clients first and to address and/or mitigate conflicts of interest.

Information about our operations and investment strategies, as well as information about investors in our funds or our managed account clients (other than, possibly, their name), unless otherwise consented to by the investor, is strictly confidential and will not be disclosed to anyone outside Avenue Capital Group and its consultants and agents, unless required by law or a government agency and upon prior notice to the Chief Compliance Officer.

Our employees may not use any confidential information or otherwise take inappropriate advantage of their position for the purpose of furthering any private interest or as a means of making any personal gain.

Our employees and their immediate families may not accept any benefit from a client, an investor in one or more of our funds or person who does business with us, except for normal business courtesies and non-cash gifts of nominal value, except as otherwise provided for by our code of ethics.

Insider trading is prohibited and may expose an employee to stringent penalties.

Our code of ethics deals with a range of topics including, without limitation, the following:

Categories of persons related to Avenue Capital Group who are covered by the code of ethics.

Opening of personal securities accounts by covered persons.

Pre-approval requirement for most personal securities transactions.

Submission to Avenue Capital Group of information concerning personal securities holdings and transactions.

Restrictions on trading in securities of particular issuers.

Gifts, entertainment and investee company promotions (i.e., any discounted or complimentary goods or services provided by an investee company to a firm employee, such as hotel rooms).

Charitable contributions.

Political contributions and payments.

Reporting of violations and our whistle-blower policy.

How the code of ethics is administered.

How exceptions to the code of ethics may be granted by our Chief Compliance Officer.

Each covered person is required to acknowledge that he or she has received and reviewed, and understands the Code of Ethics. Participation or Interest in Client Transactions We have the right to engage in principal transactions. Any fund that is deemed to hold “plan assets,” as defined under ERISA, is prohibited from entering into such transactions. A principal transaction occurs when an investment adviser, acting for its own account (or the account of an affiliate) buys a security from, or sells a security to, a client’s account, whereas an agency cross trade occurs when a person acts as an investment adviser in relation to a transaction in which such investment adviser, or any person controlling, controlled by, or under common control with such investment adviser, acts as broker for both such advisory client and for another person on the other side of the transaction. The funds have different procedures with respect to completing principal and agency cross transactions that are set forth in each fund’s operative documents. Accordingly, the portfolio managers are required to identify any potential principal transaction, and any potential agency cross trade between two or more funds, prior to effecting the transaction and to contact Avenue Capital Group’s Chief Compliance Officer. The Chief Compliance Officer, in consultation with outside counsel (if necessary), will determine whether or not the trade would constitute a principal transaction or an agency cross trade, and if so, whether such transaction is permissible and what procedures must be followed to complete the transaction. Avenue Capital Group has the right to cause the funds to engage in agency cross trades for reasons consistent with the investment and operating guidelines of the funds. These transactions, if effected, may or may not be subject to commissions. The funds, from time to time, make investments in portfolio companies in which one or more of Avenue Capital Group’s other clients invests in a different part of the capital structure. There may be instances where such a portfolio company may seek to take an action where the funds’ and the other clients’ interests in such portfolio company may conflict. Moreover, there may be situations in which a fund determines to invest in an issuer in which another fund managed by Avenue Capital Group or its affiliates maintains an investment. Furthermore, a private fund may invest in the interests of another fund managed by Avenue Capital Group and/or its affiliate(s). See Item 8 (“Methods of Analysis, Investment Strategies and Risk of Loss – Risks Associated with Avenue Capital Group’s Investment Strategies – Conflicts of Interest – Investments Involving Other Clients”). To the extent that the funds hold securities in a portfolio company with rights, preferences and privileges that are different than those held by other clients in the same portfolio company, Avenue Capital Group’s Principals and their representative affiliates may be presented with decisions when the interests of the funds and the other clients are in conflict. It is possible that a fund’s interests may be subordinated or otherwise adversely affected by virtue of the other clients’ involvement and actions relating to their investment. Avenue Capital Group has adopted procedures to address and, in some cases, mitigate the actual conflicts of interest that may arise. Exceptions to these procedures must be approved in advance by the Chief Compliance Officer. In certain circumstances, Avenue Capital Group and its employees may receive discounted or complimentary goods or services provided from an investee company in which one or more funds invests. Avenue Capital Group’s compliance manual addresses such practices in its policy regarding gifts, entertainment and investee company promotions. Avenue Capital Group may, from time to time, recommend a security in which Avenue Capital Group, directly or indirectly, has an interest. For instance, it is expected that one or more of the funds may invest capital in another of the funds or in securities of issuers in which one or more of the other funds hold positions. In addition, the general partners of certain of the funds have invested their own capital in their

funds. Given the likely frequency of these occurrences, clients and investors in the funds will not be provided with notification of them. This may represent a conflict of interest for Avenue Capital Group. We will not be engaged as an investment adviser to advise investors as to the appropriateness of investing in the funds or managed accounts we manage. Although we will not receive any compensation for selling interests in the funds, we will receive compensation in our capacity as manager of these funds based in part upon the amount invested in the funds. See Item 14 (“Client Referrals and Other Compensation – Compensation for Client Referrals; Placement Agents for Funds”). Accounts that are beneficially owned by Avenue Capital Group’s employees, Principals and affiliates may from time to time transact in claims of distressed companies. These transactions will be subject to our personal account trading policy.

Selection of Brokers In effecting securities transactions, Avenue Capital Group generally seeks to negotiate with brokers a combination of the most favorable commission and the best price obtainable on each transaction. Consequently, brokers are selected primarily on the basis of their execution capability and trading expertise consistent with the effective execution of the transaction. In determining the broker or dealer to be used or the reasonableness of a commission rate or spread, Avenue Capital Group may consider one or more of the following (in addition to the commission rate or spread):

the utility and reliability of brokerage services,

execution capability and performance,

financial condition,

investment information,

market insights,

access to analysts and management, and

idea generation.

In determining the appropriate broker-dealer to execute a transaction, certain other non-execution related factors, such as access to research and other resources used in connection with a fund transaction, may also be included in the decision-making process. However, there is no express dollar amount attributable to non-execution benefits provided (i.e., neither Avenue Capital Group nor the funds “pay up” to execute orders), and there is no written or verbal agreement or other quid pro quo understanding to provide order flow in exchange for such non-execution related goods and services. As such, these are not soft dollar or commission sharing arrangements (see below). Accordingly, the commissions charged by brokers may be greater than the amount another broker might charge if Avenue Capital Group determines in good faith that the amount of these commissions is reasonable in relation to the value of the brokerage services and research information provided by the brokers. Avenue Capital Group’s authority to select the broker or

dealer to be used may be limited by legal restrictions such as those imposed under the U.S. Employee Retirement Income Security Act of 1974 (ERISA). Consistent with the requirements of best execution, brokerage commissions may be directed to brokers in recognition of investment research and information furnished as well as for services rendered in the execution of orders by such brokers. By allocating transactions in this manner, Avenue Capital Group is able to supplement its research and analysis with the views and information of brokerage firms. The funds may also allocate a portion of their brokerage business to brokerage firms whose employees participate as brokers in the introduction of investors to the funds or who agree to bear the expense of capital introduction, marketing or related services by third parties. Avenue Capital Group effects securities transactions, to the extent permitted by law, with brokerage firms that may be affiliated with Avenue Capital Group or with investment companies registered under the Investment Company Act of 1940 to which Avenue U.S. provides advisory services, if it reasonably believes that the quality of execution and the commission are comparable to that available from other qualified firms (see Item 10 under the heading “Other Financial Industry Activities and Affiliations – Material Financial Industry Affiliations of Avenue Capital Group”). Soft Dollar and Directed Brokerage Arrangements We do not currently engage in soft dollar arrangements, but we reserve the right to do so in the future. Notwithstanding the foregoing, certain non-execution products and services may be provided by executing brokers, including, without limitation, research and other resources used in connection with executing a fund transaction. There is no expectation of order flow or any agreement to “pay up” for these products or services, however, and Avenue Capital Group does not believe that these constitute soft dollar items. To the extent that soft dollars are used, any products or services acquired using soft dollars will be consistent with Section 28(e) of the Securities Exchange Act of 1934. MiFID II creates new obligations for investment managers and may cause investment managers to pay for research on an unbundled basis. It is not clear that such a research payment would be treated as a “commission” for purposes of Section 28(e) of the Securities Exchange Act of 1934. See Item 8 “Methods of Analysis, Investment Strategies and Risk of Loss – Risks Associated with Avenue Capital Group’s Investment Strategies – Risks Relating to the European Region – MiFID II.” During the most recent fiscal year, Avenue Capital Group did not use any soft dollar items or engage in directed brokerage transactions. Aggregation of Orders If Avenue Capital Group has determined to purchase (or sell) an investment at the same time for more than one fund, Avenue Capital Group will generally place combined orders for all such funds simultaneously, and if all such orders are not filled at the same price, it will generally average the prices paid. Similarly, if an order on behalf of more than one fund cannot be fully executed under prevailing market conditions, Avenue Capital Group will allocate (or sell, as applicable) the investments among the different funds on a basis that it considers equitable. Situations may occur where the funds could be disadvantaged because of the investment activities conducted by Avenue Capital Group for other funds. From time to time, Avenue U.S., Avenue Europe or Avenue Asia may enter trades for funds managed by one of their affiliated investment advisers and such affiliates may enter trades for funds managed by Avenue U.S., Avenue Europe or Avenue Asia.

Allocation Procedures In addition to our responsibilities with respect to the management and investment activities of the funds and any managed accounts, we and our affiliates will have similar responsibilities with respect to various other existing pooled investment vehicles and managed accounts (such clients, together with clients of Avenue Capital Group, are referred to as “Avenue Capital Group clients”). The existence of such multiple vehicles and accounts necessarily creates a number of potential conflicts of interest. We expect that investments will be allocated between and among Avenue Capital Group clients, particularly where the investment objectives and policies of the Avenue Capital Group clients overlap (in whole or in part). There are, or are expected to be, differences between and among the Avenue Capital Group clients, which may affect how a transaction is allocated with respect to, among other considerations:

investment objectives,

investment strategies,

investment parameters and restrictions,

portfolio management personnel,

tax considerations,

liquidity considerations of the investment as well as the funds,

hedging considerations,

legal and/or regulatory considerations,

potential volatility of the investment,

asset levels,

fee levels,

timing and size of investor capital contributions and redemptions,

cash flow considerations,

market conditions,

existing exposures to an investee company’s securities or other instruments, and

other criteria we deem relevant (the nature and extent of the differences will vary from client to client).

In addition, certain investments may be purchased in odd lots, or there may exist stub amounts, either of which are not readily allocable to multiple clients. Notwithstanding the differences between and among Avenue Capital Group clients, and the possible existence of hard to allocate investments, there may be circumstances where some or all of the Avenue Capital Group clients participate in an aggregated order where we believe it is in the best interest of all Avenue Capital Group clients participating in such order.

In all such instances, we will assess whether the investment should be allocated on a pro rata basis, targeted asset value basis or other basis. Avenue Capital Group will not always allocate aggregated orders among Avenue Capital Group clients on a pro rata basis. There will be circumstances where:

only some of the Avenue Capital Group clients participate in the aggregated order;

the level of participation between and among the Avenue Capital Group clients in the aggregated order is not on a pro rata basis; and/or

investment transactions between and among the Avenue Capital Group clients vary in other respects.

Such non-pro rata allocations of aggregated orders between and among the Avenue Capital Group clients will be made in the discretion of Avenue Capital Group when deemed:

appropriate given the differences between the clients involved,

appropriate because the target holdings of the particular investment that Avenue Capital Group has established with respect to the clients involved differ from client to client, and/or

otherwise to be in the best interests of the clients involved.

From time to time we may review Avenue Capital Group clients’ exposure to certain investments and determine exposure asset value targets for clients. Where the exposure targets are used prior to entering a transaction, Avenue Capital Group may prepare a report that sets forth (i) the target exposures, on an asset value basis, for certain clients with respect to specific investments and (ii) a consistent methodology for the allocation of transactions in these investments among these clients. After that, until the applicable asset value exposure targets are achieved or modified, purchases or sales, as applicable, in the relevant investments (which will generally be made on an aggregated basis) will be allocated to Avenue Capital Group clients in the amounts (expressed as a percentage of the aggregate amount purchased or sold) determined pursuant to the report rather than on a pro rata basis. It is our general policy that no Avenue Capital Group client will receive inappropriate preferential treatment or otherwise be treated unfairly; and we will seek to uphold this policy when making decisions regarding investment allocations. In connection with certain funds’ investment programs, the funds (along with other Avenue Capital Group clients) have made and will make investments through special purpose entities domiciled in Luxembourg. The private funds’ offering documents provide that the funds shall bear all investment expenses. Each fund shall bear its allocable share of special purpose entity expenses associated with employees’ salaries and office space rent in Luxembourg in accordance with Avenue Capital Group’s expense allocation policy. Trade Errors and Net Asset Value Computation Errors We have adopted a policy for the purpose of addressing trade errors that may arise, from time to time, with respect to the securities transactions of the private funds and any managed accounts. An example of a trade error is the sale of a security when it should have been purchased. Pursuant to the policy, we will seek to identify and correct any trade errors in an expeditious manner. Trade errors that result in losses for a private fund or managed account that are the result of our gross negligence or willful misconduct, as determined by us, will be reversed, and we will be responsible to make the affected funds and managed

accounts whole. Trade errors that result in losses for a private fund or managed account that are not the result of our gross negligence or willful misconduct, as determined by us, will be reversed and we may, but are not required to, bear such losses in whole or in part. Any such losses we do not bear will be borne by the affected funds and/or managed accounts. Gains from trade errors will be credited to the affected funds or managed accounts. Gains from trade errors may not be used to offset losses from trade errors. “Soft dollars” or “client commissions” will not be used, either directly or indirectly, to correct trade errors. We document each trade error and maintain a trade error file. The determination of whether or not a trade error has occurred will be in our sole discretion.

Compensation for Client Referrals; Placement Agents and Distributors for Funds Avenue Capital Group may retain the services of one or more placement agents and distributors in connection with the solicitation of prospective investors. Avenue U.S. has retained J.P. Morgan Securities LLC, Morgan Stanley & Co., Magenta Capital Services, Ltd., Citigroup Global Markets Limited, UBS Financial Services Inc., Morgan Stanley Smith Barney, Inte Securities LLC, Andes Capital Group, LLC, CAIS Capital LLC, KCPS Capital Management Ltd., Old City Securities LLC, Devon Park Advisors, LLC, PEI Global Partners, LLC, MVision Private Equity Advisers USA LLC, ABG, LLC, GAM (Luxembourg) SA, GAM London Limited, Moelis & Company LLC, Sangsangin Investment & Securities Co. Ltd., Advisors Asset Management, Inc., Brooklands Capital Strategies BD, LP and Rockefeller & Co. LLC (and, in certain cases, one or more affiliates of these entities) as placement agents for certain private funds. Avenue Europe has retained UBS Financial Services Inc., Magenta Capital Services, Ltd., Picton S.A., Citigroup Global Markets Limited, J.P. Morgan Securities LLC, Andes Capital Group, LLC, Bradley Woods & Co. Ltd., 4F Distribution Israel Limited, Trinity Group Limited and, in certain cases, one or more affiliates of these entities, as placement agents. Avenue Asia has retained Probitas Funds Group, LLC, Artha Partners Ltd. and Kroma Capital Partners Ltd. and, in certain cases, one or more affiliates of these entities, as placement agents for certain funds. Typically, placement agents and distributors retained by Avenue Capital Group are paid a fee based upon a percentage of the investor's investment or of Avenue Capital Group’s management fee. These fees are borne by the particular firm. If an investor that is placed with Avenue Capital Group by one of the

placement agents or distributors we have retained has a brokerage or other relationship with that placement agent or distributor, that investor may pay additional fees to the placement agent or distributor if the terms of its relationship with the placement agent or distributor so provide. To the extent applicable, solicitations by third party placement agents of prospective managed clients and funds not sponsored by Avenue Capital Group are made in accordance with SEC Rule 206(4)-3 adopted under the Advisers Act.

This Item is not applicable to us.

Each fund and managed account is maintained, supervised and reviewed on a regular basis by its respective investment principles. Matters reviewed include specific investments held, the percentage of assets in various types of asset classes and the relative and absolute performance of each account. The investment principles for each Avenue Capital Group fund are listed in that fund’s confidential offering memorandum. With respect to the private funds for which Avenue Capital Group serves as the investment manager, each investor receives annual audited financial statements of each such fund. In addition, investors in the various private funds receive additional financial statements and reports as described in the confidential offering memorandum for each private fund. With respect to other clients for whom we may serve as the investment manager on a managed account or sub-advisory basis, we will provide such clients with reports and statements, the content and frequency of which will be as agreed.

We have custody, as defined in Rule 206(4)-2 under the Advisers Act, of the assets of certain of the private funds as a result of the service of certain of our affiliates as general partners of some of the private funds we manage and our ability to remove the independent directors of some of the private funds we manage. The private funds are audited annually and deliver audited financial statements to their investors within 120 days’ of the applicable fiscal year-end.

Item 4 includes a description of the investment discretion that we exercise.

We have policies and procedures in place for the voting of proxies, processing of corporate actions and participating in class action lawsuits and related settlements on behalf of the funds and managed accounts we advise. The proxy policy is designed to ensure compliance with the proxy voting, disclosure and record keeping requirements under SEC Rules 206(4)-6 and 204-2 adopted under the Advisers Act. Our policies and procedures are also designed to ensure that all proxy and corporate action proposals are thoroughly reviewed and voted in the best interest of each fund, provide disclosure to fund investors and ensure that certain documentation is retained. As a general matter, clients may not direct our vote in a particular solicitation. Avenue Capital Group’s objective is to ensure that its proxy voting and corporate action activities on behalf of the funds are conducted in a manner consistent, under all circumstances, with the best interest of the funds. Proxy Voting With respect to certain proxy proposal issues, we vote in accordance with predetermined “for” or “against” designations, except when we determine the best interests of the client require a contrary vote. We vote other proxy proposals on a “case by case” analysis in the best interests of the client. In the event that Avenue Capital Group votes contrary to the proxy voting guidelines, we will document the basis for our contrary voting decision. In addition, Avenue Capital Group may choose not to vote proxies in certain situations or for certain funds, such as (i) where a fund has informed Avenue Capital Group that it wishes to retain the right to vote the proxy, (ii) where Avenue Capital Group deems the cost of voting would exceed any anticipated benefit to the fund, (iii) where the proxy is received for a fund that has been terminated, or (iv) where a

proxy is received by Avenue Capital Group for a security it no longer manages on behalf of a fund. Avenue Capital Group will document the basis for the decision not to vote. We may be subject to conflicts of interest in the voting of proxies. If at any time Avenue Capital Group becomes aware of an actual conflict of interest relating to a particular proxy proposal, Avenue Capital Group will handle the proposal as follows:

If the proposal is designated in the proxy voting policies as “For” or “Against,” the proposal will be voted by Avenue Capital Group in accordance with the proxy voting policies; or

If the proposal is designated in the proxy voting policies above as “Case by Case” (or not addressed in the proxy voting policies), if it is clear how to vote in the best interest of the funds entitled to vote then the vote may proceed, otherwise, Avenue’s Conflicts Committee will attempt to resolve the conflict of interest and will seek to resolve the conflict pursuant to the procedures set forth in “Conflict Resolution in Proxy Voting and Corporate Actions” below.

Each investor in a private fund and each managed account client may obtain information on how we voted with respect to the securities of such fund or managed account, as applicable, and obtain a copy of proxy voting policies and procedures by submitting a written request to Andrew K. Schinder at 11 West 42nd Street, 9th Floor, New York, New York 10036 or by contacting Mr. Schinder at 212-878-3500. Further, during such times that Avenue is considered an “institutional investment manager”, proxies voted that relate to certain executive compensation matter (“say-on-pay votes”) will be reported on Form N-PX as required. Corporate Actions Avenue Capital Group has adopted procedures to address and, in some cases, mitigate the conflicts of interest that may arise with respect to corporate actions and proxy voting where multiple funds hold different securities of the same issuer. In cases where either a specific right, such as a vote with respect to a security or the grant of a waiver, or an ongoing right, such as an opportunity to serve on a creditor’s committee or otherwise engage in discussions with an issuer, arises, and Avenue Capital Group does not identify a conflict of interest, the following procedures will apply:

Avenue Capital Group will be responsible for determining whether the course of action that is in the best interest of the relevant fund is clear;

Avenue Capital Group will exercise the right or ongoing right in the best interest of the relevant fund(s); and

The Chief Compliance Officer will be notified prior to the exercise of the right.

Conflict Resolution in Proxy Voting and Corporate Actions If Avenue Capital Group identifies a conflict of interest with respect to corporate actions and proxy voting where multiple funds hold different securities of the same issuer, then Avenue Capital Group will notify the Chief Compliance Officer and convene its Conflicts Committee to attempt to resolve the conflict. If the Conflicts Committee cannot do so, Avenue Capital Group will follow the procedures set forth in each fund’s organizational documents. The funds’ organizational documents generally provide that an independent committee established by the fund or independent representative appointed to handle such matters or, if permitted under the fund’s organizational documents, an independent third-party, may vote on behalf of the fund.

Class Actions Avenue Capital Group has adopted a policy with respect to the participation of its clients in class action lawsuits and related settlements. Avenue Capital Group employs a third party that provides a list of outstanding class actions. Avenue Capital Group’s Compliance Department, along with the applicable Senior Portfolio Manager, review an internal report showing all Avenue investments for which Avenue Capital Group clients may participate in a class action in order to determine whether participation in the class action is in the best interest of the Avenue Capital Group clients. Avenue Capital Group may determine that it may not be in Avenue Capital Group clients’ best interest to participate in a class action if, among other reasons:

The Avenue Capital Group clients have appointed a person to an interested party’s Board of Directors;

The Avenue Capital Group clients are negotiating or may seek to negotiate a transaction with an interested party; or

The level of resources that would need to be allocated to the class action effort is disproportionate to the perceived potential benefit to the Avenue Capital Group clients.

In the event of a conflict of interest between or among Avenue Capital Group clients in connection with a class action matter, Avenue Capital Group (and its affiliates, if applicable) will analyze the interests of the pertinent Avenue Capital Group clients in order to determine the appropriate course of action (e.g., allowing the class action to proceed with respect to similarly situated Avenue Capital Group clients and/or declining to participate in a class action on behalf of other similarly situated Avenue Capital Group clients).

Form ADV Part 2 requires investment advisers such as Avenue Capital Group to disclose any financial condition reasonably likely to impair their ability to meet contractual commitments to clients. At this time, Avenue Capital Group has no information to report that is applicable to this item.