Knighthead Capital Management, LLC

Knighthead Capital Management, LLC (“Knighthead”) is a Delaware limited liability company that was founded in 2008. Ara Cohen, Thomas Wagner, Andrew Shannahan and Adam Zirkin (collectively, the “Principals”) are the principal owners of Knighthead and Ara Cohen and Thomas Wagner are the portfolio managers primarily responsible for all investment decisions. Knighthead is based in New York and also has offices in Connecticut and Florida. This Brochure also relates to each of Knighthead’s relying advisers: Knighthead Realty Capital Management, LLC, Knighthead Insurance Capital Management, LP, Knighthead Capital Management SMA, LLC and Knighthead Opportunities Capital Management, LLC (Knighthead collectively with Knighthead Realty, Knighthead Insurance, Knighthead SMA and Knighthead Opportunities (as each is defined below) the “Adviser”). Knighthead or its Principals, either directly or indirectly, control: (i)

Knighthead GP, LLC, a Delaware limited liability company (“Knighthead GP”), which serves as the general partner of the Domestic Fund and the Master Fund, as each is defined below;

(ii)

Knighthead DOF GP, LLC, a Delaware limited liability company (“KDOF GP”), which serves as the general partner of KDOF Fund, KDOF Domestic Fund, KDOF Intermediate Fund and KDOF Offshore Fund, as each is defined below;

(iii)

Knighthead Realty Capital Management, LLC, a Delaware limited liability company (“Knighthead Realty”), which serves as the investment manager for clients and certain other accounts;

(iv)

Knighthead GP-II, LLC, a Delaware limited liability company;

(v)

Knighthead Capital Management SMA, LLC, a Delaware limited liability company (“Knighthead SMA”), a sub-advisor to BIOV1 Segregated Portfolio, as defined below;

(vi)

Knighthead (NY) GP, LLC, a Delaware limited liability company, which serves as the general partner of Knighthead (NY) Fund, L.P., a Delaware limited partnership (“Knighthead NY Fund”);

(vii)

Knighthead Insurance Capital Management, LP, a Delaware limited partnership (“Knighthead Insurance”), the investment advisor to Knighthead Annuity and Knighthead Holdings, each as defined below, and the outsourced chief investment manager to Knighthead Annuity and Knighthead Holdings;

(viii) Knighthead IM GP, LLC, a Delaware limited liability company and affiliate of Knighthead Insurance; (ix)

Knighthead Insurance GP, LLC, a Delaware limited liability company, (“Knighthead Insurance GP”);

(x)

Knighthead CK Opportunities GP, LLC, a Delaware limited liability company;

(xi)

Knighthead CK Amarillo GP, LLC, a Delaware limited liability company;

(xii)

Together with Certares (as defined below), an unaffiliated registered investment advisor: (a) (b) (c)

CK Opportunities GP, LLC; CK Amarillo GP, LLC; and Knights Watch CK GP, LLC;

(xiii) Knighthead Opportunities Capital Management, LLC, a Delaware limited liability company (“Knighthead Opportunities”), the joint investment advisor with Certares to CK Opportunities Domestic Fund, LP, CK Opportunities Offshore Fund, LP, CK Opportunities Fund I, LP, CK Opportunities Fund II, LP, CK Lending Opportunities, LLC, CKB Opp OS, LP and CKB Opp US, LLC (collectively, the “CK Opportunities Funds”); (xiv)

Knighthead Annuity and Knighthead Holdings;

(xv)

Knights Watch GP, LLC, a Delaware limited liability company, which serves as the general partner of Knight King, as defined below;

(xvi)

Knighthead Managed Opportunities GP, LLC, a Delaware limited liability company, which serves as the general partner of KHMO, as defined below; and

(xvii) KH HC GP, LLC, a Delaware limited liability company, which serves as the general partner of KH Homer City Loan Holdings, LP, KH Homer City Equity Holdings, LP, KH Homer City, LP, and KH Homer City Offshore, LP (collectively, with KH Homer City, Ltd., the “KH Homer City Funds”). Knighthead provides investment advisory services to: (A) (i) Knighthead Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”), (ii) Knighthead Domestic Fund, L.P. a Delaware limited partnership (the “Domestic Fund”), which is a feeder fund in the Master Fund, and (iii) Knighthead Offshore Fund, Ltd., a Cayman Islands exempted company (the “Offshore Fund”, and collectively with the Master Fund and the Domestic Fund, the “Knighthead Master Feeder Funds”), which is also a feeder fund in the Master Fund; (B) (i) Knighthead Distressed Opportunities Fund, LP, a Cayman Islands exempted limited partnership (“KDOF Fund”); (ii) Knighthead (U.S.) Distressed Opportunities Fund, L.P., a Delaware limited partnership (“KDOF Domestic Fund”); (iii) Knighthead Intermediate Distressed Opportunities Fund, LP, a Cayman Islands exempted limited partnership (“KDOF Intermediate Fund”); (iv) Knighthead (Cayman) Distressed Opportunities Fund, L.P., a Cayman Islands exempted limited partnership (“KDOF Offshore Fund” collectively with KDOF Fund, KDOF Domestic Fund and KDOF Intermediate Fund, the “Knighthead Distressed Opportunities Funds”); (C) Knighthead Insurance Holdings, Ltd., a Cayman Islands exempted company (formerly Knighthead Insurance Fund I, Ltd.; “KIH”); (D) Knighthead Managed Opportunities, L.P., a Cayman Islands limited partnership (“KHMO”) and (E) the KH Homer City Funds.

In addition, Knighthead currently (A) advises Knighthead NY Fund; (B) advises Jazz Reinsurance Company, a company organized in Utah (“Jazz Reinsurance”), SILAC Insurance Company, a company organized in Utah (“SILAC”), Trinity Life Insurance Company, a company organized in Oklahoma (“Trinity”), Trans Oceanic Life Insurance Company, a company organized in Puerto Rico (“TOLIC”), Pacific Guardian and Life Insurance Co. Ltd, a company organized in Hawaii (“PGL”), Fidelity Security Life Insurance Company, a company organized in Missouri (“Fidelity”), Knighthead American Life Insurance Company, a company organized in Oklahoma (“KALIC”), Merit Life Insurance Co., a company organized in Oklahoma (“Merit”), and Revol One Insurance Company, a company organized in Michigan (“Revol” collectively with Jazz Reinsurance, SILAC, Trinity, TOLIC, PGL, Fidelity, KALIC and Merit, as well as the Rated Feeders (as defined below), the “Managed Account Clients”); (C) sub-advises Knighthead Annuity & Life Assurance Company, a life assurance company domiciled in the Cayman Islands (“Knighthead Annuity”), and Knighthead Holdings Ltd, a Cayman Islands exempted company (“Knighthead Holdings”) (Knighthead NY Fund, the Managed Account Clients, Knighthead Annuity, Knighthead Holdings, KIH, KHMO, the Knighthead Master Feeder Funds the Knighthead Distressed Opportunities Funds, and the KH Homer City Funds, collectively, the “Funds” and each individually, a “Fund”); and (D) provides advisory services to entities that own a controlling interest in Shelby Companies Limited. The Adviser has sole responsibility for all investment decisions on behalf of the Funds (each a “Knighthead Fund” and collectively, the “Knighthead Funds”). Further, Knighthead Insurance serves as outsourced chief investment manager to Knighthead Annuity and Knighthead Holdings whereby Knighthead Insurance (a) assesses the investment risks and liquidity needs of Knighthead Annuity and Knighthead Holdings; (b) advises Knighthead Annuity and Knighthead Holdings on all aspects of their respective asset allocations, investment strategies and risk profiles; (c) provides investment management services; and (d) assists in other duties typical of an outsourced chief investment manager. Knighthead has also worked with several Managed Account Clients to restructure the assets that Knighthead manages for them. The restructuring has included establishing feeder funds, including Knighthead Credit JSU Feeder Fund LLC, KHJSU SPV LP LLC, Knighthead Credit SU Feeder Fund LLC, KHSU SPV LP LLC, Knighthead Credit TPR Feeder Fund LLC and KHTPR SPV LP LLC, each a rated feeder fund (the “Rated Feeders”). Knighthead will continue to work with existing and new Managed Account Clients in structuring their investment assets that are managed by Knighthead. In December 2019, Knight King LP, a Cayman Islands exempted limited partnership (“Knight King”), was formed as a co-investment vehicle for one investor to co-invest in certain opportunities alongside the Knighthead Funds if there is excess capacity or where an investment is not suitable for the Knighthead Funds, subject in all cases to such investor approving investments. Knight King committed to its first investment in 2023. In 2020, Knighthead Opportunities entered into a joint venture with Certares Opportunities LLC (“Certares”), a wholly owned subsidiary of Certares Management LLC, an SEC registered investment adviser, to co-manage the CK Opportunities Funds. In 2021, Knighthead and Certares formed (i) CK Amarillo, LP (“CK Amarillo”) to hold shares of a specific investment; and (ii) Knight King CK LP (“Knight King CK”) as a co-investment vehicle for one investor to co-invest in certain opportunities alongside the CK Opportunities Funds if there is excess capacity or where an investment is not suitable for the CK Opportunities Funds, subject in all cases to such investor approving investments.

In addition to the foregoing, the Adviser provides advisory services to third-party managed vehicles: Knighthead provides advisory services to (i) BSOF Master Fund, L.P., BSOF Parallel Master Fund, L.P., BSOF Parallel Moat Fund L.P., and BSOF Master Fund II L.P., each a Cayman Islands exempted limited partnership (collectively, the “BSOF Funds”), and (ii) WWJr. Enterprises Inc., a Delaware Corporation, (“WWJr”). Knighthead SMA provides advisory services to J.P. Morgan Omni SPC, Ltd., a Cayman Islands segregated portfolio company acting on behalf of and for the account of BIOV1 Segregated Portfolio (the “BIOV1 Segregated Portfolio” and together with the BSOF Funds and WWJr, the “Subadvised Funds”), whereby the Adviser provides the Subadvised Funds with the opportunity to co-invest in certain Knighthead Master Feeder Funds’ or Knighthead Distressed Opportunities Funds’ investments in which there is excess capacity or where an investment idea is not suitable for the Knighthead Master Feeder Funds or the Knighthead Distressed Opportunities Funds but may be suitable for the Subadvised Funds. Knight King CK is provided with the opportunity to co-invest in certain CK Opportunities Funds’ investments in which there is excess capacity. Knight King is provided with the opportunity to invest in certain investments of the Knighthead Funds in which there is excess capacity. The Subadvised Funds, Knight King CK and Knight King must approve a co-investment opportunity before the Adviser may make an investment on its behalf (each approved co-investment opportunity, an “Approved Investment”). While the Adviser does not have discretion over the Subadvised Funds, Knight King CK or Knight King generally, it has the ability to direct the investment into an Approved Investment and execute trading thereof on behalf of the Subadvised Funds, Knight King CK and Knight King (the “Subadvised Entities”). The Rated Feeders, while discretionary, are directed investments to Knighthead Master Feeder Funds. The primary investment objective of the Funds is to generate attractive risk adjusted returns while emphasizing the preservation of capital. No assurance can be made that this investment objective will be achieved and investment results may vary substantially. Knighthead primarily invests its Funds’ assets in the debt securities or loans of leveraged or financially distressed companies and in companies with undervalued equity securities. Many of these distressed companies will undergo debt restructurings or reorganizations under federal bankruptcy law, while others may restructure outside of bankruptcy. The Funds may also invest in equity and other securities that Knighthead believes are trading at substantial discounts to their underlying value, particularly if there are catalysts which may eliminate these discounts. The descriptions set forth in this Brochure of specific advisory services that we offer to our Clients (as defined below), and investment strategies pursued and investments made by the Adviser on behalf of its Clients should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each Client’s investment objectives and guidelines. For the assets that the Knighthead manages directly, the Managed Account Clients’ primary investment objectives are to originate short-term U.S. real estate secured loans and to make or acquire other loans or other real estate related investments in connection with real estate development or other special situations. The CK Opportunities Funds’ primary investment objectives were to invest in opportunities in the travel and hospitality sectors, including, but not limited to, opportunities arising from market dislocations caused by COVID-19.

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Management Fee and Performance Allocation Knighthead and certain of its affiliates receive management fees and performance compensation, as described below. Knighthead may allocate a portion of its management fees and/or performance compensations to third parties. Subject to the relevant governing documents, Knighthead may waive all or any portion of the management fee and/or performance compensation with respect to any investor in a Client including, but not limited to, Knighthead, its affiliates and any of their respective current or former principals, members, directors, officers, partners, employees, the family members of any of the foregoing and any trusts or other vehicles for the benefit of such persons and any charitable trust, foundation or similar entity established by such persons. Management fees and performance compensation may vary with each Client and are explained more fully in each Client’s confidential offering memorandum or investment management agreement. It is critical that the Clients and prospective investors refer to their respective governing documents for a complete understanding of how Knighthead is compensated for its advisory services. Knighthead Master Feeder Funds Knighthead receives from the Knighthead Master Feeder Funds quarterly investment management fees at an annual rate generally up to 1.75%.

Knighthead’s affiliate, Knighthead GP, is entitled to receive from the Master Fund an annual performance-based profit allocation in an amount generally up to 20% of net profits (including net unrealized gains on investments other than those attributable to Designated Investments and including net profits or losses attributable to the sale or deemed sale of Designated Investments), if any, allocable to the pro rata share of such Knighthead Master Feeder Fund’s interest in the Master Fund, subject to a loss carryforward. Knighthead Distressed Opportunities Funds Knighthead receives from the Knighthead Distressed Opportunities Funds annual management fees equal to 1.00%, with respect to the founders’ series, and 1.50%, with respect to the non-founders’ series, of an investor’s invested capital, paid quarterly in advance and based upon estimated amounts of the invested capital for the applicable quarter with any difference adjusted at the end of the quarter. Knighthead’s affiliate, Knighthead DOF GP, is entitled to receive from the Knighthead Distressed Opportunities Funds a performance-based profit allocation equal to 15%, with respect to the founders’ series, and 20%, with respect to the non-founders’ series, subject to an 8% preferred return. CK Opportunities Funds Knighthead or its affiliate splits its management fee and performance allocation with respect to the CK Opportunities Funds evenly with Certares. The CK Opportunities Funds management fees equal 1.5% of an investor’s invested capital per annum, paid in advance (with certain fee discounts for larger investors). The performance-based profit allocation of the CK Opportunities Funds is equal to 20% of all realized profits subject to a preferred return of 8% per annum compounded annually. Knight King CK LP Knighthead or its affiliate splits a performance allocation with respect to the Knight King CK evenly with Certares. The performance-based profit allocation of Knight King CK is equal to 5% of all realized profits subject to a preferred return of 8% per annum compounded annually. Knighthead NY Fund Knighthead or its affiliates receive a quarterly management fee and a performance allocation from the Knighthead NY Fund, payable in advance, in accordance with the terms of their relevant agreements. Knighthead Annuity and Knighthead Holdings Knighthead Insurance receives a quarterly fee from Knighthead Annuity and Knighthead Holdings, in respect of the various services provided thereto, valued in advance or in arrears, as applicable, and payable quarterly in arrears, in accordance with the terms of the relevant agreements.

An affiliate of Knighthead also receives a performance allocation as set forth in that certain joint venture agreement by and among Knighthead Holdings, Knighthead Annuity, Knighthead Insurance GP and Knighthead Insurance (the “JV Agreement”). KHMO Knighthead receives from KHMO an annual management fee equal to 1.00% of an investor’s invested capital, paid quarterly in advance, based upon estimated amounts of the invested capital for the applicable quarter with any difference adjusted at the end of the quarter. Knighthead is entitled to a performance-based profit allocation for KHMO initially equal to 15% of all realized profits subject to a return of 8% per annum compounded annually. In the event the preferred return equals 20% per annum compounded annually, the performance-based profit allocation increases to 30% of all realized profits in excess of a 20% return. Knight King LP No fees or allocations are associated with Knight King except for expense reimbursements permitted under the limited partnership agreement. KH Homer City Funds Knighthead receives an Administrative Fee equaling $500,000 per annum, beginning as of the first closing. The Administrative Fee shall be payable in annual installments in advance with any payment of less than a full calendar year adjusted on a pro rata basis. Knighthead’s affiliate, KH HC GP, LLC, is entitled to a performance-based allocation equal to 20% of all realized profits, subject to a return of 8% per annum, compounded annually. Managed Account Clients Knighthead receives a monthly management fee from the Managed Account Clients payable quarterly in arrears in accordance with the terms of their relevant investment management agreement. Knighthead and Knighthead Realty may receive performance fees and management fees from the Funds in which the Managed Account Clients are invested. Knighthead Realty may also receive origination fees from borrowers in respect to the origination of real estate loans. Subadvised Funds BSOF Funds Knighthead has been admitted as a special limited partner of each of the BSOF Funds, entitling it to receive a carried interest from such BSOF Fund as soon as reasonably practicable following the complete disposition of an Approved Investment. The carried interest shall be equal to the applicable percentage (as set forth in the respective documentation of the BSOF Funds) of the amount by which (i) the total cash proceeds derived by the BSOF Fund from each Approved Investment exceeds (ii) all costs and expenses incurred by the BSOF Fund in connection with the acquisition, ownership and disposition of the entire Approved Investment, calculated on an aggregate basis across all Approved Investments for such BSOF Fund and subject to a high water mark.

BIOV1 Segregated Portfolio Knighthead SMA may receive an annual performance fee, in arrears, from the BIOV1 Segregated Portfolio, subject to a loss carryforward, at the end of each fiscal year. The performance fee is set forth in the respective documentation of the BIOV1 Segregated Portfolio. WWJr. Knighthead shall receive a performance fee from WWJr. with respect to each Approved Investment as set forth in the investment management agreement between Knighthead and WWJr. Real Estate Fund II Real Estate Fund II was dissolved in 2025. Knighthead Realty was entitled to retain processing and similar fees paid by borrowers as part of the loan application process and was also be entitled to reimbursement of certain of its expenses but did not receive any other fees for its services other than the management fee described below, for Real Estate Fund II during its existence. For Real Estate Fund II, Knighthead Realty received the following management fees: (i) 1.5% per annum of such investor’s pro rata share of its invested capital during the commitment period; and (ii) after the investment commitment period, 1% per annum of such investor’s pro rata share of its invested capital. An affiliate of Knighthead received 20% of all realized profit, subject to a 6% preferred return compounded annually. Sharing of Fees with Certain KIH Investors In connection with the capital commitments made to KIH by certain strategic investors, Knighthead and such strategic investors and other related parties entered into several agreements which, among other things, provided for the sharing of certain fees earned by Knighthead, or its affiliates arising out of its management of certain related assets, with certain of such strategic investors and other related parties (the “Insurance Fee Sharing”). Expenses The Knighthead Funds (excluding the Managed Account Clients), the CK Opportunities Funds, CK Amarillo, Knight King and Knight King CK are the “KH Funds.” As more fully described in each KH Fund’s respective offering document or investment management agreement, each KH Fund will generally bear expenses incidental to the operations, business and activities of such fund. This may include, but is not limited to, expenses related to current and considered KH Fund investment-related research. It is anticipated that each KH Fund will also bear airfare travel expenses, as permitted by each KH Fund’s respective offering documents or investment management agreement and in accordance with the Adviser’s policies and procedures, including business-class, first-class or travel by private aircraft charged at equivalent charter or firstclass or business-class prevailing market rates as determined by the Adviser.

The organizational expenses of all of the KH Funds except Knighthead (NY) Fund, LP, (including expenses of the initial offer and sale of interests) were or will be paid by the respective fund. Managed Account Clients As more fully described in each Managed Account Client’s investment management agreement, all reasonable and appropriate expenses incurred in connection with the maintenance of the accounts and assets in the accounts’ portfolios are paid from the subject account. Subadvised Funds All trading costs and expenses associated with an Approved Investment (including all legal expenses) will be borne by the Subadvised Funds (subject to allocation among all co-investment accounts on a pro rata basis in accordance with the extent and timing of their participation). More detailed information regarding the expenses to which each Client is subject is set out in each fund’s offering and/or disclosure document. For a further discussion of these and related items, see Item 12 (Brokerage Practices).

Knighthead uses a variety of investment strategies and has broad and flexible investment authority discretion. In general, it employs a rigorous research process to investment opportunities that may include, but is not limited to, fundamental credit analysis, portfolio analytics, the review of historical financial data, meeting with company management, industry research and analysis of documents (including, but not limited to, indentures, credit agreements, inter-creditor agreements, court filings), as well as, using outside advisors (legal counsel or financial advisors) to assist in the review of certain issues in connection therewith. More detailed information with respect to the following investment strategies is included in each Fund’s offering and/or disclosure documents. Investment Strategies The descriptions set forth herein of specific advisory services offered to Clients, investment strategies pursued, and investments made by Knighthead on behalf of its Clients, should not be understood to limit in any way the Adviser’s investment activities. Knighthead may offer any advisory services, engage in any investment strategy and make any investment, including any not described herein, that it considers appropriate, subject to each Client’s investment objectives and guidelines. Distressed and Stressed Investments Knighthead analyzes the securities of companies that are facing business or financial problems along several dimensions, including its competitive position, industry prospects, liquidity, capital needs, financial resources, legal issues, asset value, liquidation value, management resources and projected cash flows. Knighthead then combines this analysis with an analysis of potential restructuring plans and the estimated timing of any reorganization. The form of investment depends upon the capital structure of the company, the relative prices of its debt and equity securities and the terms of those securities (including collateral, covenants and claim amounts). Many different types of distressed assets exist in which Knighthead may invest, including senior bank debt, senior notes and subordinated notes. The focus of distressed investments will be generally on companies domiciled in the U.S. and based in Organisation for Economic Cooperation and Development (“OECD”) countries. Investments in other countries, including emerging markets generally will be limited to a small portion of the portfolio. While Knighthead expects generally that its investments will be passive investments, Knighthead may participate actively in the reorganization process when Knighthead determines that this is desirable. High Yield Investments Knighthead may invest in high yield bank debt and bonds as a supplement to their focus on distressed securities. The high yield market consists of secured and unsecured debt of companies that are rated below investment grade. Investment in the high yield market is for both income and capital appreciation. High yield bonds and loans are usually fairly liquid, but the market does have periods of illiquidity, some of which are due to events in the credit markets (oversupply of new issues, large defaults, etc.) and some of which are due to dislocations in other markets (U.S. equity market, U.S. Government bond market, hedge fund or mutual fund losses or withdrawals, etc.). Knighthead will

seek to invest in the high yield market when these periods of illiquidity exist, because prices are usually attractive relative to credit risk during such periods. Knighthead may also utilize credit default swaps to effectuate short positions. Other Investments Knighthead will purchase equity and other securities that utilize complementary investment skills to their debt strategy. A certain portfolio may change considerably, depending on the types of opportunities that are available. Knighthead will evaluate the potential returns available in the investment strategies discussed above (and other appropriate strategies as determined by Knighthead) and adjust the portfolio with the objective of maximizing its risk- adjusted return. In particular, in order to maintain flexibility and to capitalize on investment opportunities as they arise, each of the KH Funds will not be required to invest any particular percentage of its portfolio in any type of strategy, investment, industry or region, and such amounts can change at any time based on the availability of attractive market opportunities. Knighthead will seek to minimize the risk of capital loss for each KH Fund. First, the strategy of investing in securities that have already declined substantially should limit risk since most of these securities will be trading at valuation discounts to the overall market. Second, there may be diversity of investments among different markets, asset classes and industries. Third, hedging of investments may occur by selling short securities that are directly or indirectly related to the investments. Fourth, market hedges may be entered into to protect against dramatic and sustained declines in equity valuations. Although Knighthead will likely employ the hedges mentioned above, it generally will have a net long portfolio. The Knighthead Master Feeder Funds may invest up to 15% of the portion of their net assets attributable to investors who participate in Designated Investments (measured at the time of investment) in securities for which there is no ready market and/or which Knighthead, in its sole discretion, determines should be treated as a “Designated Investment”. The Knighthead Master Feeder Funds may utilize leverage at such times and in such amounts as Knighthead deems prudent. It is not anticipated that the Knighthead Master Feeder Funds will utilize margin borrowings, repos or similar leverage in excess of two and one half times their net assets for sustained periods; however, the Knighthead Master Feeder Funds may utilize instruments such as swaps or options, which contain inherent leverage. Real Estate Fund II Real Estate Fund II’s primary investment objective was to originate short-term U.S. real estate secured loans. Real Estate Fund II was dissolved in 2025. THE INVESTMENT STRATEGIES PURSUED BY KNIGHTHEAD ARE SPECULATIVE AND ENTAIL SUBSTANTIAL RISKS. CLIENTS SHOULD BE PREPARED TO BEAR A SUBSTANTIAL LOSS OF CAPITAL. THERE CAN BE NO ASSURANCE THAT THE CLIENTS WILL ACHIEVE THEIR INVESTMENT OBJECTIVE.

Risk of Loss The following risk factors do not purport to be a complete list or explanation of the risks of an investment in the Clients advised by the Adviser. General Risk of Loss Leverage. While the use of margin and borrowed funds can substantially improve the return on invested capital, such use may also increase the adverse impact to which the investment portfolio of a Fund may be subject. If a Fund uses leverage with respect to a position, any losses would be more pronounced than if leverage were not used, and a relatively small price movement in a security or other financial instrument may result in immediate and substantial losses to the Fund, including, without limitation, losses in excess of the amount invested. Borrowings will usually be from securities brokers and dealers and will typically be secured by the Fund’s securities and other assets. Under certain circumstances, such a broker-dealer may demand an increase in the collateral that secures the Fund’s obligations and if the Fund were unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the Fund’s obligations to the broker-dealer. Liquidation in that manner could have extremely adverse consequences. In addition, the amount of the Fund’s borrowings and the interest rates on those borrowings, which will fluctuate, will have a significant effect on the Fund’s profitability. In addition, the lender or counterparty, as the case may be, may have a security interest in, or otherwise acquire, all or a portion of the Fund’s assets. In the event that the Fund defaults under any such arrangement, such lender or counterparty may have the right to become or remain the owner of all or that portion of the Fund’s assets secured pursuant to such arrangement. If such arrangement is terminated, the Fund’s ability to meet its investment objective may be adversely impaired. The Fund will bear all of the costs and expenses incurred in connection therewith, including, without limitation, any interest expense charged on funds borrowed or otherwise accessed. No restrictions exist on the use of leverage by the Funds other than restrictions which may be imposed by lenders from time to time. However, for the Knighthead Master Feeder Funds, Knighthead does not anticipate utilizing margin borrowings, repos or similar leverage at more than two and one half times the value of a Fund’s portfolio (although it may also utilize instruments such as swaps or options which contain inherent leverage). Short Sales. A Fund’s investment program may include short selling. Short sales may, in certain circumstances, substantially increase the impact of adverse price movements on a Fund’s portfolio. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security which could result in an inability to cover the short position or the theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. In addition, purchasing securities to close out the short position can itself cause the price of the relevant securities to rise further, thereby increasing the loss incurred by a Fund. Furthermore, a Fund may prematurely be forced to close out a short position if a counterparty from which the Fund borrowed securities demands their return, resulting in a loss on what might otherwise have been ultimately a profitable position. If it is determined by the broader market that a Fund (and others) are short a heavily shorted security, the Fund may be susceptible to the risk that groups of investors may coordinate, on social media or otherwise, to drive up the price of the short position for the purpose of causing the holders of such a position, including the Fund, to close out of such position at a significant loss.

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Knighthead provides investment advisory services to the Knighthead Master Feeder Funds, Knighthead Distressed Opportunities Funds, Knighthead NY Fund, KIH, KHMO, KH Homer City Funds, Knight King, the Managed Account Clients, the BSOF Funds, WWJr. and the Rated Feeders and is the sub-advisor to Knighthead Annuity and Knighthead Holdings. Knighthead SMA provides investment advisory services to BIOV1 Segregated Portfolio. Knighthead Realty provides investment advisory services to certain clients and other accounts. Knighthead Insurance provides investment advisory services to Knighthead Annuity and Knighthead Holdings and outsourced chief investment manager services to Knighthead Annuity and Knighthead Holdings. Knighthead Opportunities provides co-investment advisory services to the CK Opportunities Funds. Knighthead provides co-investment advisory services to CK Amarillo and Knight King CK. The Adviser may in the future provide investment advisory services to additional clients including, but not limited to, other pooled investment vehicles, corporations, trusts, institutions, high net worth individuals, investment companies, pension plans, insurance companies, reinsurance companies, sovereign wealth funds, family offices, foundations and endowments. For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other Financial Industry Activities and Affiliations).

The Adviser generally charges performance based fees or allocations. Please see Item 5 (Fees and Compensation) above. The Adviser may provide investment advisory services to additional clients in the future that may have similar or different performance-based fees and/or allocations than the performance-based fees and/or allocations of its current Clients (including other privately-offered pooled alternative investment funds, some of which may have an investment strategy substantially similar to the Funds). Such performance-based compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation. The Adviser is required to act in a manner that it considers fair, reasonable and equitable in allocating investment opportunities to the Clients and has policies and procedures to address conflicts of interest described above. The Adviser and its affiliates are not otherwise subject to any specific obligations or requirements concerning the allocation of time, effort or investments opportunities, or any restrictions on the nature or timing of investments for the Clients.

Knighthead is the investment manager for the Knighthead Master Feeder Funds, the Knighthead Distressed Opportunities Funds, KIH, Knight King, KHMO and the Rated Feeders, the investment adviser for Knighthead NY Fund and the Managed Account Clients, and the coinvestment manager for CK Amarillo and Knight King CK. Knighthead Opportunities is the coinvestment manager for the CK Opportunities Funds. Knighthead Insurance is the investment adviser for Knighthead Annuity and Knighthead Holdings and the outsourced chief investment manager of Knighthead Annuity and Knighthead Holdings. Knighthead Insurance has appointed Knighthead as subadvisor to Knighthead Annuity and Knighthead Holdings. Knighthead Realty is the sub-advisor for the Managed Account Clients. Knighthead provides investment advice for the BSOF Funds and WWJr. with respect to each Approved Investment. Knighthead SMA provides investment advice for BIOV1 Segregated Portfolio with respect to each Approved Investment. Knighthead or its Principals, either directly or indirectly, control the following Relying Advisers: (i) Knighthead Capital Management SMA, LLC; (ii) Knighthead Realty Capital Management, LLC; (iii) Knighthead Insurance Capital Management, LP; and (iv) Knighthead Opportunities Capital Management, LLC. Principals and employees of the Adviser are subject to Knighthead’s Code of Ethics. No management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. No management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities. Conflicts and Potential Conflicts of Interest The Adviser (and/or its affiliates) serves as investment manager for multiple Clients, and may in the future serve as investment manager or investment adviser to additional clients (the “Additional Clients”). In addition, the Adviser (and its Principals, members, affiliates and employees) has conducted, and will continue to conduct investment activities for its (and their) own accounts (the “Proprietary Accounts”). Certain of the Proprietary Accounts have implemented, and in the future certain of the Proprietary Accounts and the Additional Accounts may implement, investment strategies similar to those of one or more Clients. The Adviser (and/or its affiliates) may give advice or take action with respect to a Client that differs from the advice given with respect to a different Client, Additional Clients and/or Proprietary Accounts. For example, while the Domestic Fund has an investment objective and strategy that is substantially similar to that of the Offshore Fund, it is likely that due to the timing of contributions and withdrawals and due to tax, regulatory or other considerations, the portfolio of the Domestic Fund will be different (sometimes significantly) from the portfolio of the Offshore Fund. In addition, while both the Domestic Fund and the Offshore Fund have and will invest the substantial portion of their assets in the Master Fund, each fund has and may invest outside of the Master Fund. Indeed, there may be times when the Domestic Fund acquires an investment and subsequently (after regulatory, tax or other considerations are satisfied or otherwise) sells, assigns or transfers all or a

portion of such investment to the Offshore Fund or the Master Fund. This has and will present conflicts. As a result of such portfolio differences, the return on investment in the Domestic Fund may differ from that of the Offshore Fund. To the extent a particular investment was or is suitable for multiple Clients, such investments were and will be allocated among such Clients pro rata based on assets under management or in some other manner which the Adviser determines is fair and equitable under the circumstances to all such Clients pursuant to Knighthead’s internal allocation policies. Simultaneous identical portfolio transactions for multiple Clients may tend to decrease the prices received, and increase the prices required to be paid, by any given Client for its portfolio sales and purchases. Where less than the maximum desired amount of a particular investment is available at a favorable price, the investment will be allocated among the applicable Clients in a fair and equitable manner under the circumstances as determined by the Adviser pursuant to Knighthead’s internal allocation policies. The Adviser may have conflicting interests with respect to its Clients’ investments, including with respect to selling objectives or exit strategies, taxes, performance, liquidity, timing, currency exposures and hedging and other objectives. The conflicting interests may relate to, or arise from, among other things, the nature of investments made by certain Clients, fund ramp up or ramp down periods, investing in different layers of the capital structure, the structuring or the acquisition of investments, and the timing of disposition of investments. For example, certain Clients have sold, and may, from time to time, be selling, securities or instruments that other Clients hold and may continue to hold and/or purchase and vice versa. In addition, certain Clients have purchased, and may purchase, instruments of an issuer which have a different ranking, priority or preference than the instruments of the same issuer purchased on behalf of other Clients, or whose interests are otherwise adverse. This may lead, by way of example, to one Client holding senior debt of an issuer while another Client holds subordinated debt of the same issuer and the claims of the instruments against the issuer may be adverse to each other. These and other investments may be deemed to create conflicts of interest, particularly because the Adviser and its affiliates may take (or decline to take) certain actions for some Clients, which may have an adverse effect on other Clients (including in connection with restructuring and reorganization situations). For example, in a situation where one Client invests in senior debt securities of a portfolio company in which another Client holds or is contemporaneously acquiring subordinated debt securities, questions may arise as to (i) whether payment obligations and covenants should be enforced, modified or waived, or whether debt should be refinanced, (ii) whether debt financing was extended in order to benefit another Client, (iii) whether one investment was obtained in connection with, or as a quid pro quo for, the other investment, or (iv) whether terms of the investments were negotiated independently at arm’s length. Similar questions may arise if the relevant Clients’ investments are made at different times or at different prices. In certain instances, a portfolio company of one Client may compete with, be a customer of or be a service provider to, another portfolio company of such Client or another Client. As a result, there may be conflicts of interest in the Adviser (or its affiliate) providing advice and recommendations to one portfolio company of a Client as there could be adverse consequences to a separate portfolio company owned by such Client or another Client. For example, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of a different portfolio company offering the same product or service, increase its own prices, purchase assets from (or sell assets to) another portfolio company, commence litigation against another portfolio company or prevent one portfolio company from commencing litigation against another portfolio company.

Further, as a result of the Adviser’s and its affiliates’ business relationships, the Adviser has been and may, over time, be presented with serial investment opportunities with certain business groups or promoters. Such investment opportunities may result in Clients investing in different companies across the business group structure or making serial investments in the same or related companies, and the Adviser may be in simultaneous negotiations with such business groups regarding multiple investments held or to be made by different Clients in such companies. For example, a new investment opportunity may arise by virtue of a business relationship which may be allocated to certain Clients other than the Client(s) that participated in previous or existing transactions with the same company, or other companies in the group, and, as part of such new investment opportunity, an amendment, modification or waiver to an existing transaction may be made contemporaneously with such new investment. The Adviser will determine, in its discretion, which Clients may or may not participate in any investments that involve different classes of instruments or securities in the same or related companies, which might result in varying and conflicting rights among Clients or arise serially in the same or related companies. In such cases, the participation by certain Clients in such investments may involve, for instance, such Clients contributing new capital or directly or indirectly effecting a refinancing that impacts other Clients which continue to hold and/or restructure their existing investments. In addition, Knighthead is permitted to and has and will effect purchase and sale transactions (including swaps) between the Funds subject to the following guidelines: (i) such transactions shall be effected for cash consideration at the current market price of the particular securities, and (ii) no commissions or other remuneration shall be paid to Knighthead in connection with any such transaction. Knighthead must consult with the Chief Compliance Officer prior to affecting any cross transactions. Certain clients of the Adviser engage in direct lending, and to the extent investments are suitable for multiple Clients, such investments will be allocated among such Clients generally pro rata based on assets under management or in some other manner which the Adviser determines to be fair and equitable under the circumstances to all such Clients pursuant to Knighthead’s internal allocation policies. The Adviser or an affiliate has received, and in the future plans to receive origination servicing fees from borrowers in respect of loans in which Clients have exposure. The Adviser or its affiliate, in its sole discretion, will occasionally waive or reduce the servicing fee to be paid to it from a borrower, which could result in the Adviser or its affiliate receiving different amounts of servicing fees for similar services provided to loans in Client portfolios. The Adviser has recommended, and may recommend, a security or issuer in which the Adviser (and/or its principals, members, affiliates and employees), directly or indirectly, has an interest. For instance, one or more of the Clients may invest capital in another of the Clients managed by the Adviser. In addition, the general partners of certain of the Clients and principals and employees of the Adviser have invested their own capital in certain Clients. This represents a conflict of interest for the Adviser. The Adviser will not receive any compensation for selling interests in the Clients. The Adviser will receive compensation in its capacity as manager of these funds or entities based in part upon the amount invested. In addition, principals and employees have invested and will invest in securities of issuers where one or more Clients have invested in or may invest in either the same securities or securities in different parts of the capital structure of the same issuers. This could present conflicts issues especially where the issuer has liquidity, reorganization or other issues.

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Code of Ethics The Adviser has adopted a code of ethics pursuant to Advisers Act Rule 204A-1. The Adviser’s code of ethics requires full compliance with all applicable laws and regulations governing the provision of investment management services to the Clients. In addition, the code of ethics highlights the fiduciary duty that the Adviser has to Clients, including the affirmative duty to act in the best interests of Clients and to make full and fair disclosure of material facts. The Adviser expects each supervised person to act with integrity, competence and dignity and in an ethical manner when dealing with the public, clients, investors and prospective investors in the funds, service providers and fellow supervised persons. The Adviser also expects supervised persons to adhere to the highest standards with respect to any potential conflict of interest with the Clients. The Adviser’s code of ethics contains guidelines relating to personal trading by supervised persons (and certain of their immediate family members that reside in their household). The Adviser’s supervised persons are generally not permitted to purchase or sell securities without the advance written approval of the Chief Compliance Officer or her designee, provided that supervised persons may invest in (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by registered open-end investment companies (other than that are affiliated with the Adviser); and/or (v) shares issued by unit investment trusts that are invested exclusively in one or more registered open-end investment companies without obtaining such permission. The Adviser’s code of ethics also requires supervised persons to provide it with certain securities holdings and periodic transaction reports, as required by Advisers Act Rule 204A-1. In limited circumstances, the Adviser has and may in the future recommend to Clients that they buy or sell securities in which the Adviser or its related persons have a material financial interest. In addition, pursuant to agreements between Knighthead and the Subadvised Funds, Knighthead and its related persons may be required to co-invest in certain Approved Investments in which Clients have a non-material interest. The Adviser’s Principals, members, employees and officers may buy and sell securities for their own account (which may require the prior written approval of the Chief Compliance Officer or her designee and which may be the same securities owned by Clients or senior to the securities owned by Clients) or the account of others, however, they may not buy securities from or sell securities to Clients. The Adviser’s code of ethics has specific provisions relating to identifying potential conflicts of interest. The provisions prohibit a supervised person from directing Client transactions for the purpose of obtaining a personal benefit. They also generally prohibit personal business dealings with Clients or investors without the prior approval of the Chief Compliance Officer or her designee. The code of ethics also includes provisions relating to accepting offers of gifts or entertainment from third parties. Supervised persons are required to conduct all personal securities transactions in full compliance with the code of ethics, and should not take any action in connection with personal securities transactions that could cause even the appearance of unfairness or impropriety, relative to the Clients. Ambiguous situations should be promptly brought to the attention of the Chief Compliance Officer or her designee, and should be resolved in favor of Client interests. All violations of the code of ethics must be promptly reported to the Chief Compliance Officer or her designee, and

may result in the imposition of disciplinary and remedial measures, including, without limitation, disgorgement or termination. Clients may obtain, free of charge, a full copy of the Adviser’s code of ethics by contacting it at the following address: Knighthead Capital Management, LLC 320 Park Avenue, 28th Floor New York, NY 10022 Attention: Chief Compliance Officer Telephone: (212) 356-2900 Facsimile: (212) 356-2901 Email: info@knighthead.com For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices). Participation or Interest in Client Transactions The Adviser may, under certain limited circumstances, recommend a security in which the Adviser, directly or indirectly, has an interest. For instance, one or more of the Clients may invest capital in another of the Clients managed by the Adviser. In addition, the general partners of certain of the Clients and employees of the Adviser have invested their own capital in certain Clients. This may represent a conflict of interest for the Adviser. The Adviser will not receive any compensation for selling interests in the Clients, the Adviser will receive compensation in its capacity as manager of these funds based in part upon the amount invested in the funds.

General Knighthead is authorized to determine the broker or dealer to be used for each securities transaction for its Funds and, to the extent of the Approved Investments, the Subadvised Funds. Each Fund maintains accounts at its Prime Brokers and each Subadvised Fund maintains accounts at its own prime broker, through which the Funds and Subadvised Funds settle trades, borrow securities and maintain custody of its securities. Knighthead also maintains a list of approved brokers which may execute trades on behalf of Knighthead and its Funds and, to the extent of the Approved Investments, the Subadvised Funds. Consent of Knighthead’s Chief Compliance Officer or her designee is required prior to the use of any brokers not on the approved list. Currently, the Adviser does not believe Item 12 is applicable to Knighthead Realty, however, if this changes in the future, the Adviser will amend this Brochure to reflect such change. In selecting a broker for each specific portfolio transaction, Knighthead will use its best judgment to choose the broker-dealers most capable of providing “best execution” on an overall basis. Broker-dealers will not be selected by the Adviser solely on the basis of price, but will be selected on the basis of an evaluation by the Adviser of the overall value and quality of the brokerage services provided by such firms to the Adviser’s Clients. Consideration of numerous factors, including certain intangibles ranging from “soft dollars” to a broker’s customer service, is essential in considering and evaluating best execution. In reviewing the selection or use of brokers, Knighthead will consider any potential conflicts of interest, such as the occurrence of referrals or other business dealings between the broker-dealer and Knighthead or its Principals. Soft Dollars In selecting brokers or dealers to execute transactions, Knighthead need not solicit competitive bids and does not have an obligation to seek the lowest available commissions, markups or other compensation (collectively, “Commissions”). It is not Knighthead’s practice to negotiate “execution only” Commissions, thus the Funds and/or Subadvised Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the Commissions. Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Knighthead will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). In some instances, Knighthead may receive a product or service that may be used only partially for functions within Section 28(e) (e.g. an order management system, trade analytical software or proxy services) and will make a good faith effort to determine the relative proportion of the product or service used to assist Knighthead in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Knighthead in carrying out its investment decision-making responsibilities will be paid through Commissions generated by Fund and/or Subadvised Fund transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Knighthead from its own resources.

Research and brokerage services obtained by the use of Commissions arising from a Fund and/or Subadvised Fund’s portfolio transactions may be used by Knighthead in its other investment activities and thus, such Fund and/or Subadvised Fund may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Although Knighthead will make a good faith determination that the amount of Commissions paid is reasonable in light of the products or services provided by a broker, Commissions are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between Knighthead and its Funds and/or Subadvised Funds. The use of soft dollars could create a conflict of interest between Knighthead and its Funds and/or Subadvised Funds, because the Funds and/or Subadvised Funds pay for such products and services that are not exclusively for their benefit and might otherwise be payable by Knighthead. Since Knighthead may select brokers that provide research or other services that it might otherwise have to pay for itself, this may give Knighthead an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than on a Fund or Subadvised Fund’s interest in receiving the most favorable execution. Any products and services provided by brokers will be used to service the accounts of all Funds and/or Subadvised Funds. Knighthead will not seek to allocate soft dollar benefits to the accounts of the Funds and/or Subadvised Funds proportionately to the soft dollar credits that such accounts generate. Knighthead does not recommend, request or require that a Fund and/or Subadvised Fund execute transactions through a specified broker-dealer, and Knighthead does not permit the Funds and/or Subadvised Funds to direct brokerage. Trade Error Policies and Procedures Knighthead will only be responsible for losses due to trade errors caused by the fraud, bad faith, willful misconduct or gross negligence of Knighthead. When an error is made in the account of a Fund and/or Subadvised Fund, Knighthead will use its best efforts to correct the trade error immediately. Knighthead is not responsible for the errors of other persons, including third-party brokers and custodians. Knighthead shall seek to correct trade errors attributable to a third-party, including the executing broker-dealer, in such third-party’s error account, if applicable. Knighthead shall not absorb or otherwise be responsible for losses resulting from such errors. Aggregation of Transactions When appropriate, Knighthead may, but is not required to, aggregate Client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades. For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading).

For a discussion of these and related items, see Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

There are no legal or disciplinary events that are material to the Adviser’s advisory business or the integrity of its management.

The Adviser performs various daily, weekly, monthly and quarterly reviews of its Clients’ balances, transactions and positions. The administrator for the Funds prepares reconciliation reports and completes month-end or quarter-end close packages. The Adviser’s operations team is primarily responsible for reviewing the accounts of the Funds, including, Knight King and Knight King CK and reviews the accounts of the Subadvised Funds, although the Adviser is not primarily responsible for such review. As part of the Adviser’s review of the Funds’ accounts, it reviews and signs off on the administrator’s independent net asset value calculation prior to the administrator’s release of the net asset value statements to investors in the Funds. In addition, Knighthead’s valuation committee reviews and approves the month-end or the quarter-end, as the case may be, valuations for each of the positions held by the Funds as well as the Subadvised Funds, provided, however (i) the ultimate responsibility falls to the Subadvised Funds and the Managed Account Clients for the valuation of their respective positions; and (ii) with respect to certain positions held by the Managed Account Clients, valuation may be done less than monthly. Knighthead Opportunities and Certares review and approve valuations on a quarterly basis through the CK Opportunities Funds’ valuation committee. After the CK Opportunities Funds’ valuation committee has completed its review, it provides its fund administrator with its approved pricing, along with any necessary support. As part of the Adviser’s review of the CK Opportunities Funds’ accounts, it reviews and signs off on the administrator’s independent net asset value calculation prior to the administrator’s release of the net asset value statements to investors in the CK Opportunities Funds. Knighthead Realty meets periodically to discuss valuation for the Managed Account Clients with respect to certain investments.

While it is the Adviser’s practice not to accept or maintain physical possession of any of the KH Funds’ assets (the KH Funds’ assets are in the custody of its custodian, Prime Brokers and banks), the Adviser is deemed to have custody of their assets under Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, because the Adviser has the authority to access funds and deduct fees and expenses from the KH Funds’ accounts. The Adviser currently maintains the assets of the KH Funds in accounts with a “qualified custodian” pursuant to Rule 206(4)-2 under the Advisers Act. Additionally, the Adviser maintains records related to the location and custody of client assets. While Rule 206(4)-2 generally requires an investment adviser to ensure that a qualified custodian sends account statements to all of its clients whose funds the custodian holds at least quarterly, the Adviser is not subject to such requirement because the KH Funds are subject to an audit at least annually by an independent auditor that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The Adviser generally distributes audited financial statements to all investors in the KH Funds within 120 days of the applicable fiscal year-end. An affiliate of the Adviser maintains custody of assets of certain Clients of the Adviser. Accordingly, the Adviser engaged an independent public accountant to conduct an annual surprise examination of the affiliate and such assets. The Adviser does not custody the assets of the Managed Account Clients, other than the Rated Feeders, PGL, Revol, Fidelity, KALIC and Merit.

Knighthead and its affiliates have discretionary authority with respect to the investment decisions on behalf of the Knighthead Master Feeder Funds, the Knighthead Distressed Opportunities Funds, Knighthead NY Fund, KHMO, the KH Homer City Funds and certain decisions regarding KIH and the Rated Feeders pursuant to their respective investment advisory agreements or otherwise through the formation documents of the Knighthead Master Feeder Funds, the Knighthead Distressed Opportunities Funds, Knighthead NY Fund, KHMO, , the KH Homer City Funds the Rated Feeders and KIH, as applicable. Knighthead has discretionary authority with respect to the investment decisions on behalf of the Managed Account Clients pursuant to their respective investment management agreements. Knighthead appointed Knighthead Realty as subadvisor to the Managed Account Clients for certain investments pursuant to their respective investment management agreements. Knighthead also appointed a third-party manager as subadvisor to the Managed Account Clients for certain investments pursuant to their respective investment management agreements. Knighthead Opportunities has co-discretionary authority with respect to the investment decisions on behalf of the CK Opportunities Funds pursuant to their respective investment management agreements. Knighthead Opportunities entered into a joint venture agreement with Certares to co-manage the CK Opportunities Funds. Knighthead has co-discretionary authority with Certares with respect to the investment decisions on behalf of CK Amarillo pursuant to its investment management agreement. Knighthead Insurance has discretionary authority with respect to the investment decisions on behalf of Knighthead Annuity and Knighthead Holdings pursuant to the JV Agreement and also serves as the outsourced chief investment manager of Knighthead Annuity and Knighthead Holdings. Knighthead Insurance has appointed Knighthead as subadvisor to Knighthead Annuity and Knighthead Holdings. Investment decisions for Funds are made in accordance with such Funds’ investment objectives and guidelines, which may include limitations on the discretion of Knighthead to invest in certain securities or categories of securities. Knighthead and Knighthead SMA have discretionary investment and trading authority on behalf of the Subadvised Funds with respect to each Approved Investment, but a third-party manager maintains discretionary authority for the Subadvised Funds generally and retains the right to approve or reject each co-investment opportunity. As stated above, while the Adviser does not have discretion over the Subadvised Entities generally, it has the ability to direct the investment into an Approved Investment and executed trading thereof on behalf of the Subadvised Entities. The Rated Feeders, while discretionary, are directed investments to Knighthead Master Feeder Funds. For a further discussion of these and related items, see Item 4 (Advisory Business) and Item 10 (Other Financial Industry Activities and Affiliations).

The Adviser has been delegated the authority and right to vote proxies and elect on corporate actions received by the Knighthead Funds. The Adviser has been delegated the co- authority and coright to vote proxies and elect on corporate actions received by the CK Opportunities Funds, CK Amarillo and Knight King CK. In addition, Knighthead has been granted authority to vote proxies received by the Subadvised Funds with respect to the Approved Investments. The Adviser has policies and procedures in place for the voting of proxies and processing of corporate actions on behalf of each Client. After considering the applicable materials, the Adviser votes in a manner that it believes reasonably furthers the best interests of such Client and is consistent with its investment philosophy, which may result in different voting results for proxies for the same issuer. Generally, the Adviser will vote in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock. Generally, the Adviser will vote against proposals that make it more difficult to replace members of the issuer’s board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights, and create supermajority voting. For other proposals, the Adviser will determine whether a proposal is in the best interests of its Clients and may take into account the following factors, among others: whether the proposal was recommended by management and the Adviser’s opinion of management, whether the proposal acts to entrench existing management, and whether the proposal fairly compensates management for past and future performance. If a proxy vote creates a material conflict between the Adviser’s interests and the interests of the Clients, the Adviser will attempt to resolve the conflict before voting the proxies. The Adviser will either disclose the conflict to the Clients or take other steps designed to ensure that a decision to vote the proxy was based on the Adviser’s determination of the Clients’ best interest and was not the product of the conflict. Clients cannot generally direct how the Adviser votes in a particular situation. From time to time, securities held in the accounts of Clients may be the subject of class action lawsuits. The Adviser has no obligation to determine if securities held by the Clients are subject to a pending or resolved class action lawsuit. If the Adviser receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a Client, and no material conflicts exist, the Chief Compliance Officer or her appointee will be responsible for completing the proof of claim forms and other materials in a timely and appropriate manner.

Clients may obtain, free of charge, a full copy of the Adviser’s proxy voting policies and procedures and/or a record of proxy votes by contacting it at the following address: Knighthead Capital Management, LLC 320 Park Avenue, 28th Floor New York, NY 10022 Attention: Chief Compliance Officer Telephone: (212) 356-2900 Facsimile: (212) 356-2901 Email: info@knighthead.com

The Adviser does not require or solicit prepayment of fees six months or more in advance. The Adviser is not aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to the Clients. years.

The Adviser has not been the subject of a bankruptcy petition at any time during the past ten