Solus Alternative Asset Management LP

General Description of Advisory Firm

Solus Alternative Asset Management LP (“Solus”) is a limited partnership organized under the laws of the State of Delaware. The firm was founded on June 29, 2007, when the Hedge Fund Strategies Group of Stanfield Capital Partners (“Stanfield”) spun off to form an independent firm under the continued leadership of Mr. Christopher Pucillo, former Head of Hedge Fund Strategies at Stanfield. As a result, Solus acquired, and continued to act as the investment manager to, all of Stanfield’s former hedge fund products. The investment team remained intact throughout this transition. Mr. Pucillo is a principal owner of Solus, controls Solus, and is a limited partner of Solus and the managing member of Solus’ general partner, Solus GP LLC. Mr. Scott Martin is a principal owner and limited partner of Solus. B.

Description of Advisory Services 1.

Advisory Services

Solus serves as the investment advisor and sub-advisor with discretionary trading authority to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). In addition, Solus serves from time to time as the investment advisor with discretionary trading authority to separately managed accounts (“Managed Accounts”). As used herein, the term “Client” generally refers to each Fund and each owner of a Managed Account. As of the date of this Brochure, Solus provides its advisory services to the following multiple investor Funds. SOLUS HEDGE FUNDS Sola Funds – The Sola Funds are a master-feeder structure that employs a credit, event driven distressed strategy. Such strategy and the associated risks are described in more detail at B.2 of this Item 4 and Item 8. As of the date hereof, the Sola Funds are currently comprised of the following entities: •

Offshore Feeder Funds: Sola I 2 (a feeder fund), Sola I (a feeder fund) and SMS Ltd (an ERISA feeder fund) are Cayman Islands entities that generally invest their assets in Sola Ltd (the “Sola Master Fund”) indirectly through an investment in Sola Intermediate Fund Ltd (Sola Intermediate Fund Ltd and Sola C Ltd, each, an intermediate fund). Sola II LLC is a Delaware limited liability company single client feeder fund that generally invests its assets in a single client fund, Sola C Ltd (and thus is categorized along with the non-U.S. Sola funds in this Brochure). Such Funds are referred to herein as the “Offshore Sola Hedge Funds”. Solus Advisors LLC, a Delaware limited liability company and a Solus affiliate, serves as the managing member of Sola II LLC. Solus NL GP LLC, a Delaware limited liability company and a Solus affiliate, serves as a special shareholder of Sola Intermediate Fund Ltd. Sola I and SMS Ltd are no -1-

longer generally available for subscription as those feeder funds are winding down their assets. •

Domestic Feeder Funds: Solus 2 LLC (a feeder fund) and Solus LLC (a feeder fund) are Delaware entities that generally invest their assets in the Sola Master Fund. Such Funds are referred to herein as the “Domestic Hedge Funds”. Solus Advisors LLC, a Delaware limited liability company and a Solus affiliate, is the managing member of Solus LLC. Solus NL GP LLC, a Delaware limited liability company and a Solus affiliate, is a special member of Solus LLC and the managing member of Solus 2 LLC. Solus LLC is no longer generally available for subscription as this feeder fund is winding down its assets.

In addition, in 2019, Solus offered Sola fund investors the option to segregate a single asset within an “L-Band Portfolio” to retain their pro rata interest in the asset such that their interests were not impacted by future subscriptions or withdrawals. In 2020, investors who elected to restructure their Solus LLC, Sola I or SMS Ltd investments into Solus 2 LLC, Sola I 2 or Sola C Ltd elected to move their L-Band Portfolio to such funds. The interests in the L-Band Portfolio in the Offshore Sola Hedge Funds and Domestic Hedge Funds are not available for subscription and, as a result, the terms are not described in this Brochure. Ultra Funds – The Ultra Funds are a single feeder master-feeder structure that employs a credit, event driven distressed strategy. Such strategy and the associated risks are described in more detail at B.2 of this Item 4 and Item 8. The Ultra Funds are comprised of the following entities: •

Offshore Funds: Ultra OC Ltd is a Cayman Islands feeder fund that invests its assets in Ultra Master Ltd. Such Funds are referred to herein as the “Ultra Hedge Funds”, and, together with the Offshore Sola Hedge Funds, the “Offshore Hedge Funds”. Solus Ultra GP LLC, a Delaware limited liability company and a Solus affiliate, serves as the special shareholder of Ultra Master Ltd.

The Offshore Hedge Funds and the Domestic Hedge Funds, collectively, are referred to herein as the “Hedge Funds”.

LONG-TERM OPPORTUNITIES FUNDS Solus Long-Term Opportunities Funds – The Solus Long-Term Opportunities Funds are a master-feeder structure that employs a strategy focused on investing in longer duration and less liquid stressed, distressed and event-driven investments. Such strategy and the associated risks are described in more detail at B.2 of this Item 4 and Item 8. The Solus Long-Term Opportunities Funds are comprised of the following entities: •

Offshore LTO Fund: Solus Long-Term Opportunities Evergreen Fund Offshore LP is a Cayman Islands entity that generally invests its assets in Solus LongTerm Opportunities Fund Master LP (the “LTO Master Fund”) indirectly through -2-

an investment in Solus Long-Term Opportunities Evergreen Fund Intermediate LP (an intermediate fund). Such Funds are referred to herein as the “Offshore LTO Fund”. •

Domestic LTO Funds: Solus Long-Term Opportunities Evergreen Fund LP and Solus Long-Term Opportunities Fund LP are Delaware entities that generally invest their assets in the LTO Master Fund. Such Funds are referred to herein as the “Domestic LTO Funds”.

The Offshore LTO Fund and the Domestic LTO Funds, collectively, are referred to herein as the “Long-Term Opportunities Funds”. Further, Solus Long-Term Opportunities Evergreen Fund LP and Solus Long-Term Opportunities Evergreen Fund Offshore LP are herein referred to as the “Evergreen Class” and Solus Long-Term Opportunities Fund LP is herein referred to as the “LTO Class”. Solus Long-Term Opportunities GP LLC, a Delaware limited liability company and a Solus affiliate, is the general partner of the Long-Term Opportunities Funds. Customized Services for Individual Clients; Customized Services – In addition to the Funds described above, Solus provides advisory services to Managed Accounts, Funds and classes established for certain large institutional investors. Solus also provides co-investment and other opportunities through an SPC Fund structure, as well as an insurance dedicated fund solution through a sub-advisory relationship with SALI Fund Services. Such Clients may employ the same or similar strategies as the Funds described above, a customized investment program with flexible parameters to capitalize on strategic opportunities or some combination thereof. Solus may permit such a Managed Account or Fund Client to have an investment mandate that provides for, among other things, investment guidelines and concentration limits. Solus will seek to adhere to any such mandate in accordance with the objectives, guidelines, limitations, terms, and any other instructions in connection therewith. This Brochure generally includes information about Solus and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. Thus, it is crucial for any investor/prospective investor in a Solus Client to closely review the applicable disclosure documents (e.g., a Fund’s Confidential Memorandum or similar disclosure document) with respect to, among other things, the terms, conditions and risks of investing in the particular Client or Clients in which such investor/prospective investor is making or considering an investment. 2.

Investment Strategies and Types of Investments

Solus currently provides advisory services in credit-based strategies, including the following: •

Event driven, distressed strategy: Solus provides advice with respect to eventdriven, distressed and special situation investments both long and short across the entire capital structure. Solus seeks to position and reposition portfolios employing this strategy to attempt to reflect a compelling risk adjusted return. -3-

•

Long only credit strategy: Solus provides advice with respect to portfolios seeking incremental returns by investing in lesser focused-on situations that take time to research and source. Solus focuses on solid asset coverage, substantial free cash flow, management, capital markets and/or adjusted risk return in constructing its long only portfolios. Solus thinks that this strategy is not constrained by a formulaic approach based on benchmarking, industry diversification, ratings or deal size.

•

Long-Term Opportunities strategy: Solus provides advice with respect to investments in longer duration and less liquid stressed, distressed and eventdriven investments, and may invest across a company’s capital structure and in all stages of a company’s lifecycle, including the bankruptcy process. Solus thinks this strategy offers several advantages to investors, including differentiated returns and alignment of interests.

The following is a more detailed description of the strategies employed by Solus Clients. Please note that these are summary descriptions of such strategies. The exact strategy employed with respect to each Client is set forth in and governed by the terms and conditions of the Confidential Memorandum and/or governing documents/investment management agreement of the relevant Client. Thus, any investor or prospective investor in a Solus Client is reminded that the disclosures in this Brochure are qualified by and subject to such Confidential Memorandum/governing documents/investment management agreements. Event Driven, Distressed Strategy Solus’ investment objective for its Clients employing this strategy is to achieve an attractive rate of return through income generation, capital appreciation and asymmetric investment opportunities. Solus seeks to achieve the investment objective by combining its fundamental research process, trading acumen, management expertise and integrated risk management approach to react to changing market conditions by adjusting the portfolio construction to seek to deliver the maximum risk-adjusted performance. Solus is focused on capital structure value investing. Solus seeks to exploit value throughout the capital structure, both long and short, from senior secured loans to restructured equities, capitalizing on Solus’ indepth knowledge of fundamental valuation and market technicals. Solus’ investment flexibility accommodates the repositioning of the portfolio in an effort to reflect what Solus believes are the most compelling risk-adjusted investment opportunities. Solus invests in all parts of a company’s capital structure and in all stages of a company’s life cycle, including the bankruptcy process. Solus’ investments include a broad spectrum of listed and over-the-counter financial products including, but not limited to, bank loans, corporate securities, equities and equity-linked products, derivatives and other financial instruments and investments. Solus may make these investments directly or indirectly by entering into one or more swaps, options, forward contracts or similar derivative transactions. A further description of these strategies and instruments can be found in Item 8. Long Only Credit Strategy Solus’ investment objective for any Clients employing this strategy is to achieve a return that meets or exceeds the S&P Performing Loan Index on an after fee (net) risk adjusted basis -4-

through investments that are primarily focused in the non-investment grade bond and loan markets. Solus seeks to achieve the investment objective by capitalizing on its in-depth knowledge of fundamental valuation and market technicals. Solus’ flexibility is expected to facilitate the timely repositioning of the portfolio in an effort to reflect what Solus believes are the most compelling risk-adjusted investment opportunities. As previously noted, investments in this strategy will typically include financial instruments such as bonds and loans, which instruments are described in more detail in Item 8. Long-Term Opportunities Strategy Solus’ investment objective for any Clients employing this strategy is to generate superior returns by investing in longer duration and less liquid stressed, distressed and eventdriven investments. Solus seeks to achieve the investment objective by primarily utilizing the following investment strategies: •

Stressed/Distressed: This category is comprised of both pre- and postrestructuring investments. Solus will seek to identify undervalued opportunities that can arise from the general malaise that cyclical industries suffer, as well as a result of company-specific stress. As companies come under increased stress, original “par” purchasers of debt are often pressured to sell their holdings, allowing for distressed investors to source the company’s debt at discounted levels at the bottom of the cycle. There are high barriers to entry in this strategy, given the experience and expertise required to analyze complex capital structures, navigate the bankruptcy process, and create catalysts to unlock value.

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Advisory Fees and Compensation

The fees applicable to each Fund are set forth in detail in each Fund’s relevant Confidential Memorandum, any applicable supplement thereto and/or the Fund’s governing documents. Any fees applicable to a Managed Account will generally be set forth in each Managed Account’s investment management agreement. Solus’ compensation may differ among and within Clients based upon multiple factors including, without limitation, the complexity of the investment vehicle, account size and other terms of the Client’s share classes. Although a brief summary of certain Fund fees is provided below, please note that such brief summary is not a substitute for the detailed terms provided in each Fund’s applicable Confidential Memorandum, any supplement thereto and/or governing documents. Fund investors/prospective investors are thus strongly urged to closely review such documents for information with respect to management fee and performance compensation terms. 1.

Management Fees; Performance Compensation

Any management fee paid to Solus shall be referred to herein as a “Management Fee”. Any incentive allocation or carried interest made to a Solus affiliate shall be referred to herein as an “Incentive Allocation” or “Carried Interest”, respectively. Management Fees Hedge Funds: With respect to the generally available classes of Solus 2 LLC and Sola I 2 (i.e., Class NL Interests and Class NL Shares), such funds will generally pay to Solus (or any other person or entity designated by it) a monthly fixed asset-based fee in arrears, of 1.25% per annum, of net asset value as of the last business day of the month for which such Management Fee applies, before giving effect to any withdrawals occurring as of such day. Solely for investors who subscribed to Class NL Interests or Class NL Shares on or prior to 12/01/21, these funds exercised a one-time ability to designate certain investments as special investments as of 12/31/21. No management fee will be charged on any such special investments, and any profits or losses attributable to a special investment will be taken into consideration solely for such investors in their Class NL Interests and Class NL Shares only upon the realization or deemed realization of such special investment. Management Fees can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. In the case of a redemption by an investor other than as of the last day of a month, a pro rata portion of the Management Fee (based on the actual number of days from the beginning of the month) will be paid to Solus. Solus may elect to reduce, waive or calculate differently the Management Fee with respect to any investor in the Hedge Funds, including, without limitation, an investor that is a partner or former partner, affiliate or employee of Solus, members of the immediate families of such persons, and trusts or other entities for their benefit, without the approval of any other investors. -7-

Long-Term Opportunities Funds: Evergreen Class: With respect to the generally available classes, Evergreen Class will generally pay to Solus (or any other person or entity designated by it) a monthly fixed assetbased fee in arrears, of 0.125% (or 1.5% annualized) of net asset value (subject to certain adjustments set forth in detail in the applicable Confidential Memorandum which investors and prospective investors should carefully review) as of the last business day of the month for which such Management Fee applies, before giving effect to distributions, if any, occurring as of such day. Management Fees can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. LTO Class: With respect to what were the generally available classes, LTO Class will generally accrue (or any other person or entity designated by it) a monthly fixed asset-based fee in arrears (but payable at the end of each calendar quarter), of 0.125% (or 1.5% annualized) of the lesser of (x) capital commitment and (y) net asset value (subject to certain adjustments set forth in detail in the applicable Confidential Memorandum which investors and prospective investors should carefully review) as of the last business day of the month for which such Management Fee applies, before giving effect to distributions, if any, occurring as of such day. Management Fees can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. To the extent that a Long-Term Opportunities Fund’s term ends on a date that is not a month-end, the Management Fee for such month will be pro-rated based on the number of days in the relevant period. Solus may, in its sole discretion, reduce, waive or calculate differently the Management Fee with respect to investors in the Long-Term Opportunities Funds, including, without limitation, those that are affiliates, employees, members, partners or former partners of Solus Long-Term Opportunities GP LLC or Solus, members of the immediate families of such persons, trusts or other entities for their benefit. Incentive Allocation; Carried Interest Domestic Hedge Funds: With respect to the generally available classes of Solus 2 LLC (i.e., Class NL Interests), at the end of each fiscal year, Solus NL GP LLC is generally entitled to an Incentive Allocation of 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of financial instruments held in the fund’s portfolio) allocated to Solus NL GP LLC’s capital account from an investor’s capital account, subject to a 4% hurdle, for such fiscal year after deducting the Management Fee and other expenses debited to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. The Incentive Allocation can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus.

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In the event that a Solus 2 LLC investor in Class NL Interests withdraws all or a portion of its capital account at any time other than at the end of a fiscal year, the Incentive Allocation, if any, that has been accrued with respect to the withdrawn amount of such capital account will generally be reallocated to Solus NL GP LLC’s capital account as set forth above immediately prior to the effective date of such withdrawal. Solus may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any investor, including, without limitation, an investor that is a partner or former partner, affiliate or employee of Solus, members of the immediate families of such persons, and trusts or other entities for their benefit, without the approval of any other investors. Offshore Sola Hedge Funds: With respect to the generally available classes of Sola I 2 (i.e., Class NL Shares), at the end of each fiscal year, Solus NL GP LLC is generally entitled to an Incentive Allocation of 20% of the realized and unrealized appreciation in the net asset value of each such series of shares, subject to a 4% hurdle, for such fiscal year after deducting the Management Fee and other expenses payable for such fiscal year, subject to a loss carryforward mechanism. The Incentive Allocation can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. In the event that Sola I 2 Class NL Shares are redeemed at any time other than at the end of a fiscal year, the Incentive Allocation, if any, that has been accrued with respect to the redeemed shares will be allocated to Solus NL GP LLC as set forth above at the time of such redemption. Solus may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any investor, including, without limitation, an investor that is a partner or former partner, affiliate or employee of Solus, members of the immediate families of such persons, and trusts or other entities for their benefit, without the approval of any other investors. Long-Term Opportunities Funds: Evergreen Class: At the end of each fiscal year, Solus Long-Term Opportunities GP LLC is generally entitled to an Incentive Allocation of 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation), subject to an 8% hurdle, for such fiscal year after deducting the Management Fee, and other expenses debited to such investor’s capital account for such fiscal year, subject to a loss carryforward mechanism. The Incentive Allocation can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. LTO Class: Solus Long-Term Opportunities GP LLC is generally entitled to Carried Interest of 20% of an LTO Class investor’s investment proceeds upon a Long-Term Opportunities Fund portfolio investment distribution, after return of 100% of an investor’s contributed capital and an 8% preferred return. Carried Interest can vary and be lower for certain investors depending on, among other things, the amount of assets a particular investor has under management with Solus. Solus Long-Term Opportunities GP LLC may, in its sole discretion, reduce, waive or calculate differently any portion of the Incentive Allocation or Carried Interest (as applicable) with respect to any Long-Term Opportunities Fund investor, including, without limitation, those -9-

that are affiliates, employees, members, partners or former partners of Solus Long-Term Opportunities GP LLC or Solus, members of the immediate families of such persons and trusts or other entities for their benefit. Managed Account and Single Investor Funds; Historic Classes; Customized Services Any management fees and performance compensation charged to Managed Accounts and customized Funds or classes/feeder funds established or operated for certain large institutional investors are and may in the future be different than the fee and performance compensation terms described above. No such Client currently pays fees in advance, except that Solus is paid monthly in advance with respect to the subadvisory services it provides to an insurance dedicated fund arrangement with SALI Fund Services which has fee arrangements similar those of the other Funds (and in the unlikely event of a mid-month compulsory redemption, the Client will be provided a refund of any Solus fees paid in advance for that month determined on a pro-rated basis given the number of days remaining in such month). Fees and performance compensation for such Clients can vary depending on, among other things, the amount of assets in the account, the amount of assets that the investor has in Solus products and the complexity of any guidelines. There are also certain Sola Fund classes no longer being offered that have fee and performance compensation terms that differ from those described above, including, without limitation, classes in Sola I, SMS Ltd and Solus LLC that are being wound down. Investors in any such Managed Accounts, Funds and Fund classes are strongly urged to closely review the applicable governing document/investment management agreement and disclosures for information with respect to management fee and performance compensation terms. B.

Deduction of Fees/Performance Compensation

Fees and performance compensation paid or allocated to Solus or its affiliates by the Funds are generally deducted by Solus from the assets of such Clients. As discussed above, Management Fees are generally deducted/accrued on a monthly basis. Performance compensation is generally deducted on an annual basis, upon realization and/or upon any redemption during a year. C.

Additional Fees and Expenses

The expenses paid by Clients are set forth in detail in each Fund’s relevant Confidential Memorandum, any applicable supplement thereto and/or the Fund’s governing documents and in any Managed Account investment management agreement, respectively. Such expenses may differ among and within Clients. Thus, although the following is a summary of expenses investors in certain Solus Clients will generally bear, it is not an exhaustive or complete list with respect to all Solus Clients. Investors and prospective investors should therefore review the relevant Solus Client’s definitive documents carefully because such documents, and not this Brochure summary, describe the expenses an investor in a particular Solus Client or class thereof may bear. Solus has adopted written expense allocation policies and procedures that require Solus to take reasonable steps to ensure that expenses are appropriately allocated in a manner consistent with Solus’ contractual obligations to its clients and applicable law. Hedge Fund Client Expenses: Such expenses for the commonly held and generally available classes may include, without limitation, investment-related expenses (e.g., brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, - 10 -

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The descriptions set forth in this Brochure of specific advisory services that Solus offers to Clients, and investment strategies pursued and investments made by Solus on behalf of its Clients, should not be understood to limit in any way Solus’ investment activities. Solus may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Solus considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies Solus pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial and/or total loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. Solus utilizes fundamental and/or technical analysis techniques in formulating advice and managing assets for Clients. Fundamental analysis of a business involves analyzing its financial statements and health, its management and competitive advantages and its competitors and markets. Fundamental analysis is performed on historical and present data but with the goal of making financial forecasts. There are several possible objectives: to conduct a company stock valuation and predict its probable price evolution; to make a projection on a company’s business performance; to evaluate a company’s management and internal business decisions; and to calculate a company’s credit risk. Technical analysis is a method of evaluating securities by relying on the assumption that market data, such as charts of price, volume and open interest, can help predict future (usually short term) market trends. Technical analysis assumes that market psychology influences trading in a way that enables predicting when a stock will rise or fall. Sources of information that Solus uses include: ▪ ▪ ▪ ▪ ▪ ▪ ▪

Financial newspapers and magazines Inspections of corporate activities Research materials prepared by others Corporate rating services Annual reports, prospectuses, filings with the SEC Company press releases Private placement memoranda and other deal documents prepared by commercial banks, investment banks and law firms

Investment strategies used to implement investment advice given to Clients include (as applicable depending on each Client’s investment objective): ▪ ▪ ▪

Long-term purchases (securities held at least a year) Short-term purchases (securities sold within a year) Trading (securities sold within 30 days) - 16 -

▪ ▪ ▪ ▪ ▪

Short sales Margin transactions Option writing, including covered options, uncovered options or spreading strategies Use of bank loans Derivative transactions

Solus seeks to capitalize on investment opportunities for its Clients through various strategies as described more fully in Section B of this Item 8 below and in the applicable offering and/or governing documents of such Clients. Clients Employing an Event Driven, Distressed Strategy: In an effort to achieve the investment objectives identified in the respective offering/governing documents of its Clients employing an event driven, distressed strategy, Solus may invest in a broad range of securities and other financial instruments in both the primary and secondary markets across the entire credit spectrum, including, but not limited to, investment grade, high yield, distressed and special situation investments, which may include long and/or short positions in floating rate senior secured or unsecured loans, loan participations, bonds and other securities issued in public and private markets, common stock, preferred stock, stock warrants and rights, notes or other debentures, convertible securities, options, money market instruments, partnership interests, and other obligations or financial instruments including, but not limited to, those of investment companies, managed accounts, or structured products such as collateralized bond obligations (CBOs), collateralized debt obligations (CDOs), collateralized loan obligations (CLOs), and similar instruments either directly or indirectly by investing in such opportunities through derivative instruments, such as swaps, options, forward contracts, or similar transactions; and invest in private offerings by public companies, “when issued” securities, initial public offerings, securities or other obligations of non-U.S. issuers, and currency exchange transactions. Solus may also, from time to time, direct investments in other instruments that include, but are not limited to, equity, convertibles, asset backed securities, mezzanine debt, warrants, interest rate swaps and caps, revolving loan agreements, distressed securities, securities and obligations of entities which are undergoing or are likely to undergo a reorganization under the federal bankruptcy laws or other extraordinary transactions such as debt restructurings, reorganizations and liquidations outside of bankruptcy. The event driven, distressed strategy typically involves varying degrees of leverage and turnover of portfolio assets (and associated increased trading expenses and possible tax consequences). As a result of using leverage, the Clients employing this strategy may be subject to margin calls, which may require Solus to liquidate assets at inopportune times. Further, as described above, a number of the investments Solus makes are in illiquid or less liquid securities or instruments so that in times of market or industry stress, the monetization of these assets may be difficult or impossible. Long Only Credit Strategy Solus’ investment objective for any Clients employing this strategy is to achieve a return that meets or exceeds the S&P Performing Loan Index on an after fee (net) risk adjusted basis through investments that are primarily focused in the non-investment grade bond and loan markets. Solus seeks to achieve the investment objective by capitalizing on its in-depth - 17 -

knowledge of fundamental valuation and market technicals. Solus’ flexibility is expected to facilitate the timely repositioning of the portfolio in an effort to reflect what Solus believes are the most compelling risk-adjusted investment opportunities. Solus expects to make the following type of investments in this strategy from time to time: U.S.- and non-U.S. denominated leveraged loans; U.S.-and non-U.S. denominated high yield bonds; interest rate swaps; credit default swaps, currency forwards and other investments permitted by the investment program. Any Clients employing this strategy generally do not intend to use leverage. Long-Term Opportunities Strategy Solus’ investment objective for Clients employing this strategy is to generate superior returns by investing in longer duration and less liquid stressed, distressed and event-driven investments. Solus seeks to achieve the investment objective through investments in all parts of a company’s capital structure and in all stages of a company’s life cycle, including the bankruptcy process. Investments will include a broad spectrum of listed and over-the-counter financial products including, but not limited to, public and private corporate debt and equity securities, including bank loans and trade claims, subordinated and mezzanine debt, preferred equity, derivatives and debt or equity linked products and other financial instruments and investments. These investments may be made directly or indirectly, including, for example, by entering into one or more swaps, options, forward contracts or other derivative transactions. Solus is focused on value creation, alpha generation and low correlation to primary asset classes and will seek to maximize the Long-Term Opportunities Funds’ total return by combining eventdriven and opportunistic investments with Solus’ existing industry expertise, extensive restructuring experience and institutional infrastructure. Clients employing this strategy do not currently use leverage although certain types of leverage are permitted. B.

Material, Significant or Unusual Risks Relating to Investment Strategies and Types of Securities

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by Solus. These risk factors include only certain of those risks Solus believes to be material, significant or unusual and relate to particular significant investment strategies (and the types of securities and instruments used to implement those strategies) and methods of analysis employed by Solus. Specifically, as Clients managed by Solus generally may invest in a broad spectrum of financial instruments, all such Clients have substantially similar general risks with respect to a particular class of financial instruments. Thus, there are no distinctions made below with respect to the applicability of these general risks to a particular type of Client. Investors and potential investors in Solus Clients are cautioned that it is crucial to review the risk factors set forth in the applicable Client’s Confidential Memorandum or similar disclosure, any applicable supplement thereto and/or governing documents, because such risk factors are tailored for risks applicable to the specific Client. - 18 -

Short Selling. Short selling involves selling securities which are not owned by the short seller and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which Solus engages in short sales will depend upon investment strategies and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Client of buying those securities to cover the short position. There can be no assurance that Solus will be able to maintain the ability to borrow securities sold short. In such cases, the Client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Hedging Transactions. Solus may utilize financial instruments, both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of the Clients’ investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Clients’ unrealized gains in the value of its investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Clients’ portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of the Clients’ liabilities or assets; (vii) protect against any increase in the price of any securities Solus anticipates purchasing at a later date; or (viii) act for any other reason that Solus deems appropriate. Solus will not be required to hedge any particular risk in connection with a particular transaction or its portfolios generally. While Solus may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Clients than if Solus had not engaged in any such hedging transaction. Moreover, it should be noted that the portfolios will always be exposed to certain risks that may not be hedged. Risks of Investments in Securities Generally. All securities investments risk the loss of capital. No guarantee or representation is made that Solus’ investment programs will be successful. The investment programs are expected to involve, without limitation, risks associated with possible limited diversification, leverage, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in Solus’ activities. Certain investment techniques which may be used by Solus can, in certain circumstances, magnify the impact of adverse market moves to which the Clients may be subject. In addition, Solus’ investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where Solus may invest the Clients’ assets. Solus’ methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. - 19 -

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Solus generally provides investment advice to privately offered Funds that are formed for the purpose of investment and are exempt from registration as investment companies pursuant to §3(c)(7) of the Company Act. Solus also advises Managed Accounts. The minimum initial investment amount in Solus’ Funds generally accept ranges from $100,000 to $10 million. Exceptions to such minimum investment requirements may generally be made at the sole discretion of Solus or its affiliates and/or the boards of directors of certain Funds to the extent permitted under applicable law. Additionally, Solus requires that all U.S. investors in Solus’ Funds be “accredited investors” and “qualified purchasers” or “knowledgeable employees,” as each is defined under U.S. federal securities laws.

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Solus and its affiliates accept performance-based fees from certain Clients. However, such compensation is not charged (or charged in the same amount) for all Clients (or classes within Clients). The variation of performance compensation structures among and within Solus’ Clients may create an incentive for Solus to direct the best investment ideas to, or to allocate or sequence trades in favor of, Clients that pay or allocate performance compensation (or pay or allocate a higher performance compensation than a Client that is subject to a lower performance compensation). Item 5 describes the performance-based compensation charged by Solus generally, and detailed information with respect to such Solus compensation is set forth in more detail in the applicable Confidential Memorandum, any supplement thereto and/or the governing documents. Solus is committed to allocating investment opportunities on a fair and equitable basis and has established policies and procedures to address the conflicts of interest described above in this Item 6. Item 12B further describes Solus’ allocation practices.

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Broker-Dealer, Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advisor Registration Status

Solus is not registered, and does not have an application pending to register, as a securities broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor or an associated person thereof. B.

Material Relationships or Arrangements with Industry Participants

As stated in Item 4, Solus provides a variety of investment advisory services as described therein. Solus Advisors LLC serves as the managing member of Solus LLC, and Solus NL GP LLC serves as a special member of Solus LLC and managing member of Solus 2 LLC. Solus NL GP LLC also serves as special shareholder of Sola Intermediate Fund Ltd. Solus Long-Term Opportunities GP LLC serves as the general partner of each of the Long-Term Opportunities Funds. As described in Item 5, Incentive Allocations and/or Carried Interest are made by certain Solus Clients including the Domestic Hedge Funds, the Offshore Sola Hedge Funds and the Long-Term Opportunities Funds to Solus Advisors LLC, Solus NL GP LLC and Solus LongTerm Opportunities GP LLC (as applicable and respectively), while Management Fees charged to such Clients are generally paid to Solus. Solus Advisors LLC, Solus Opportunities 1 GP LLC, Solus Opportunities 2 GP LLC, Solus Advisors Opportunities 3 GP LLC, Solus Advisors Opportunities 4 GP LLC, Solus Opportunities 5 PE GP LLC, Solus Ultra GP LLC, Solus NB Advisors LLC and Solus SPC GP LLC serve as general partner, managing member or special shareholder to customized funds, including without limitation, single investor Funds established for large institutional investors.

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Solus has adopted a Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Code incorporates the general principle that Solus partners, officers and employees (“personnel”) are under a duty at all times to place the interests of Solus’ Clients first and foremost. The Code also includes specific policies and procedures that are designed to address actual or potential conflicts of interest with Solus’ Clients and are consistent with Solus’ fiduciary duty to its Clients. As part of the policies and procedures, Solus imposes pre-clearance procedures on certain securities transactions for personnel in certain personal accounts. Solus requires its personnel to disclose certain private securities transactions and holdings initially upon becoming associated with Solus and annually thereafter. Subject to the Code, at times, Solus and Solus’ personnel invest on behalf of themselves through their own accounts in securities and other instruments that would be appropriate for, are held by, or may fall within the investment guidelines of Solus’ Clients. Solus and Solus’ personnel have given and may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given to or action taken for Clients. Solus and Solus’ personnel at times have relationships with companies whose securities are in or are being considered for the portfolios of Solus’ Clients. Solus has established policies and procedures to monitor and address these conflicts and will endeavor to address conflicts with respect to investment opportunities in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. The Code also includes informational wall and insider trading prevention policies and procedures (the “Insider Trading Prevention Policies”) that are designed to prevent and detect the misuse of material non-public information. Solus personnel are required to certify to their compliance with the Code, including the Insider Trading Prevention Policies, on an annual basis. Upon written request, investors or prospective investors of the Clients may obtain a copy of Solus’ Code by contacting Solus’ Client Services department at request@soluslp.com. B.

Securities in which Solus or a Related Person Has a Material Financial Interest 1.

Cross Trades

From time to time, subject to applicable obligations under the Employment Retirement Income Security Act of 1974, as amended, as well as Client or investment guidelines and restrictions, Solus, in certain limited circumstances, directs one Client account to sell investments to another Client account through an internal cross transaction in which Solus will receive no compensation. In most cases an independent pricing mechanism will be used to ensure objectivity. However, there could be times in which that pricing mechanism is not feasible or fair to the Clients, and a different type of pricing mechanism may be utilized based upon the principles of fairness to both Clients.

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2.

Principal Transactions

To the extent that any such cross transaction is a principal transaction due to the ownership interest in the Client account by Solus and its personnel, Solus will comply with the requirements of Section 206(3) of the Advisers Act and provide written notification to the Client and obtain Client consent either prior to the cross transaction or prior to its settlement. C.

Investing in Securities (Including Contemporaneous Transactions) that Solus or a Related Person Recommends to Clients and Other Potential Conflicts

Solus may from time to time invest its own excess funds in securities or instruments in which Solus may invest its Clients’ assets. Similarly, Solus’ personnel have made and may from time to time make personal investments in securities or instruments in which Solus invests its Clients’ assets. Solus and/or its personnel have bought, sold or held and may buy, sell or hold securities or other instruments for its own or their own accounts while entering into different investment decisions for one or more Client accounts. The Code addresses the possible conflicts arising out of personal trading of Solus personnel by, among other things, generally requiring Solus personnel to pre-clear securities transactions and generally imposing a ninety (90) day holding period on securities purchased by such personnel. The above-referenced personal trading policies and procedures seek to address the risk that personal trading activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. Potential conflicts also may arise due to the facts that: ▪ ▪

Solus and/or its personnel have investments in some Clients but not in others or may have different levels of investments in the various Clients; and Clients pay different levels of fees to Solus.

In addition, Solus has given advice and may give advice or take action with respect to the investments of one or more Client accounts that may not be given or taken with respect to other Client accounts with similar investment programs, objectives, and strategies. Accordingly, Client accounts with similar strategies will not necessarily hold the same securities or instruments or achieve the same performance. At times, Solus also advises Client accounts with conflicting programs, objectives or strategies. These activities also may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Client accounts. Further, Solus advises Managed Account Clients wholly owned by certain current/former principals of Solus. Such Managed Account Clients are not expected to purchase any new investments (but may protect existing investments, e.g., make follow-on investments). Instead, such Managed Account Clients are expected to realize their existing investments over time consistent with Solus’ fiduciary duties and then be wound down. Solus employs a number of policies and procedures designed to address these conflicts. Solus’ personnel or affiliates at times have relationships with companies whose securities are in or are being considered for the portfolios of Solus’ Clients. To address this fact, Solus personnel are required to disclose to the Solus Compliance department certain relationships (e.g., directorships, family members that work in the financial services industry). As a result of such - 47 -

policies and procedures, these potential conflicts can be considered prior to making an investment or other decision for a Client that may be affected by any such relationship. From time to time Solus acquires securities or other financial instruments of an issuer for one Client account which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired for, another Client account (e.g., one Client account may acquire senior debt while another Client account may acquire subordinated debt). Solus recognizes that conflicts may arise under such circumstances and will endeavor to treat all Clients fairly and equitably.

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Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions

In selecting brokers and dealers to effect transactions for its Clients, Solus considers such factors as the ability of the brokers or dealers to effect the transactions, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to Solus and brokerage and research services provided to Solus (e.g., research ideas, analysis, investment strategies, special execution and block positioning capabilities, clearance and settlement and custodial services). Solus does not need to solicit competitive bids and does not have an obligation to seek the lowest available commission or other transaction cost. Accordingly, the commissions and other transaction costs (which may include dealer markups or markdowns) charged to the Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products and services. From time to time, Solus may execute over-the-counter trades on an agency basis rather than on a principal basis. In these situations, the broker used by Solus may acquire or dispose of a security through a market-maker (a practice known as “interpositioning”). The transaction may thus be subject to both a commission and a markup or markdown. Solus believes that the use of a broker in such instances is consistent with its duty of obtaining best execution for its Clients. The use of a broker can provide anonymity in connection with a transaction. In addition, a broker may, in certain cases, have greater expertise or greater capability in connection with both accessing the market and executing a transaction. The majority of bond dealers and commercial banks, as principals, effect bank loan transactions. Some loan transactions involve market makers that may earn a mark up on the transaction. Less frequently, brokers may be used, in which case only a small number of brokers typically are available, particularly for transactions involving distressed bank loans. Brokers may provide Solus with capital introduction, marketing assistance, consulting with respect to technology, operations, equipment, commitment of capital, access to company management and access to deal flow. Neither Solus nor its Clients will separately compensate any broker for any of these services. Solus has adopted policies and procedures that seek to identify and prevent the provision of such services from improperly influencing the selection of brokers. 1. Research and Other Soft Dollar Usage; Broker Considerations. Solus does not currently use formal soft dollar arrangements but has the right to do so. If Solus uses soft dollar arrangements, or receives soft dollar benefits, brokerage and research services provided to Solus in exchange for certain levels of brokerage business may include research reports on particular industries and companies, economic surveys and analyses, advice from legal, strategic, financial and industry consultants and advisors, recommendations as to specific securities and other services (e.g., research- and trading-related computer software) providing lawful and appropriate assistance to Solus in connection with its investment advisory responsibilities. Any use of commissions or “soft dollars” or soft dollar benefits generated by Solus’ Clients through agency and certain riskless principal transactions to pay for brokerage or research and research-related services will fall within the safe harbor created by Section 28(e) of - 49 -

the Securities Exchange Act of 1934, as amended. Under Section28(e), brokerage and research services obtained with “soft dollars” generated by one of Solus’ Clients may be used by Solus to service other Solus Clients, including Clients that may not have paid for the soft dollar benefits. Where brokerage or research services obtained with soft dollars provides both research and nonresearch assistance to Solus (e.g., a “mixed use” item), Solus will not seek to allocate soft dollar benefits to Client accounts in proportion to the soft dollar credits the Client accounts generate. Solus will make a reasonable allocation of any cost paid for with soft dollars. Brokers sometimes suggest a level of business they would like to receive in return for the various brokerage and research services they provide. Actual brokerage business received by any broker may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. A broker is not excluded from receiving business because it has not been identified as providing brokerage or research services. Instead, brokers are selected on a best execution basis. Solus notes that if it were to use Client brokerage commissions to obtain products or services that are not Client expenses (it currently does not), Solus would obtain a benefit because it would not have to pay for such services. As a result, in such circumstances, Solus would have an incentive to select or recommend a broker based on its own interest in receiving research or other products and services, rather than selecting brokers based on the Client’s interest in receiving best execution. The investment programs of Solus’ Clients emphasize active management of the Clients’ portfolios. As a result, portfolio turnover and brokerage commission expenses may exceed those of other investment entities of comparable size. 2.

Brokerage for Client Referrals.

Neither Solus nor any related person receives Client referrals from any broker-dealer or third party that provides brokerage services to the Solus Clients. Solus personnel, however, will from time to time speak at or participate in conferences and programs sponsored by prime brokers and attended by persons and entities interested in investing in hedge funds. These conferences and programs may be a means by which Solus can be introduced to potential investors in its Clients. The prime brokers are not compensated by Solus, Solus’ Clients, or potential investors for providing such capital introduction opportunities. Such capital introduction services have assisted and may assist Solus in raising Client capital and thus pose a potential conflict of interest in that Solus would have an incentive to select or recommend a broker based on its own interest in receiving capital introduction services, rather than selecting brokers based on the Client’s interest in receiving best execution. Solus may utilize capital introduction and marketing assistance provided by brokerdealers for the Clients subject to its obligation to allocate brokerage to those providers on the basis of best execution. Solus has adopted policies and procedures that seek to ensure that Solus remain vigilant about not acting on this potential conflict of interest when selecting what brokers to use to execute Client transactions.

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3.

Directed Brokerage.

Currently, there are no directed brokerage arrangements in place between Solus and its Clients. In the future, a Managed Account may be permitted (in Solus’ discretion) to designate a particular broker-dealer to effect transactions. If this occurs, Solus’ ability to obtain best execution may be impaired and the Managed Account may not obtain best execution. In addition, Managed Accounts that designate a particular broker-dealer may not receive efficiencies that are available to other Clients (including Funds) that participate in an aggregated trade. Orders directed to a particular broker-dealer shall be entered after Solus places its orders for Clients who have not designated a particular broker-dealer, and Solus assumes no responsibility for any adverse consequences that may occur as a result from the use of a designated broker-dealer. B.

Order Aggregation

It is Solus’ policy to allocate investment opportunities to its Clients fairly and equitably, to the extent practicable, over a period of time. Solus will have no obligation to purchase, sell or exchange any security or financial instrument for any Client which Solus may purchase, sell or exchange for another Client if Solus believes in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for the Client. If it is determined by Solus that it would be appropriate for more than one Client to participate in an investment opportunity, Solus will seek to execute orders for all such participating Clients on a fair and equitable basis. Due to the nature of the fixed income and other financial markets, as well as specific Client investment guidelines and objectives, pro rata allocation of investment opportunities will not always be desirable or feasible. When allocating investment opportunities among Clients, Solus will consider with respect to each Client such factors as the relative amounts of capital available for new investments, the investment objectives, investment programs, term and portfolio positions of the Clients, the availability of leverage, relative exposure to market trends, transaction costs, the manner in which the investment in question is likely to affect the amount of available capital after the investment is made, investment guidelines and restrictions, concentrations and diversification within an account, tax and regulatory issues, the nature and size of existing portfolio holdings and cash positions, risk/return objectives and anticipated redemptions and subscriptions (liquidity). In certain circumstances, Solus gives special consideration to certain Clients such as new Clients (including those in which Solus or its affiliates may have an interest) with a substantial amount of available cash. With respect to initial public offerings of securities (“new issues”), Solus will determine which Clients are suitable and eligible to receive such new issues, taking into consideration the factors described above. Whenever practicable, new issues will be allocated pro rata among all suitable and eligible Clients in proportion to their relative capital balances, as determined by Solus in its sole discretion. If Solus determines that the purchase or sale of the same security is in the best interest of more than one Client, Solus may, but is not obligated to, aggregate orders placed simultaneously in order to obtain best execution and reduce transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by Solus. In the event of a partial fill, allocations maybe - 51 -

modified on a basis that Solus deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. Generally, trades that are not aggregated are processed in the order they are placed with the broker or counterparty selected by Solus. As a result, certain trades in the same security or instrument for one Client (including a Client in which Solus and its affiliates may have a direct or indirect interest) may receive more or less favorable prices or terms than another Client and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

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Solus does not receive any economic benefit from non-clients in connection with giving advice to Clients. Solus is not currently utilizing placement agents or other marketing service providers to solicit clients or investors. However, for completeness, Solus notes that Solus, with respect to certain Solus private fund clients, continues to make payments to placement agents or other marketing service providers under legacy placement agent arrangements. Such legacy placement agents receive a portion of the management fee and/or incentive compensation associated with such legacy referrals.

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Solus has not had any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of its business or the integrity of its management.

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Solus’ CIO, Portfolio Managers and other investment professionals generally meet daily to discuss investments held by Client accounts. The group typically discusses recent business news, including earnings results versus expectations and business developments on an industry and company specific level. Investors in Solus’ Funds generally receive written monthly reports, either directly and/or from the applicable Fund’s administrator. These reports document the status of each investor’s account and/or provide general commentary on relevant markets. Certain investors may request additional information and reporting, and, although such additional information and reporting will generally (but may not always) be available to all investors in the same Fund, some investors may not request, and therefore not receive, such additional information. Solus expects to provide annual audited financial statements to its Clients and investors in the Funds within 120 days of the applicable Client’s fiscal year end to the extent required under applicable law. In addition, Solus personnel may from time to time participate in portfolio reviews with investors in the Funds.

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Solus is deemed to have custody of the Funds’ assets and securities because it has authority to obtain these assets and securities. In compliance with the requirements of Rule 206(4)-2 under the Advisers Act, Solus maintains Fund assets with the Bank of New York Mellon Trust Company, N.A., as custodian, and who, along with prime brokers, act as “qualified custodians.” The prime broker currently used by Solus on behalf of certain of its Funds is Barclays Capital Inc. Solus maintains the right to cease the use of a particular custodian or prime broker or to add custodians or prime brokers in its discretion. The Funds are subject to an annual audit by an independent public accountant prepared in accordance with generally accepted accounting principles. Audits for such funds are distributed to Fund investors within 120 days of each such Fund’s fiscal year end. Thus, Solus does not need to comply with certain of the requirements of Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the custody rule). Investors in the Funds also receive their capital account statements directly from Solus’ administrator on a monthly basis. Investors should carefully review such statements and the annual audit. Investors in Solus Clients should carefully compare the account statements received from the administrator to any statements provided by Solus. Solus may not have custody of the assets or securities of Managed Account Clients. The custodian of any such Managed Accounts may maintain custody of those assets and securities. Such Managed Accounts may receive account statements directly from that qualified custodian. The owners of any such Solus-advised Managed Accounts are urged to compare account statements received from the qualified custodian with any account statements received from Solus.

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Solus has full discretionary authority to manage fiduciary accounts for its Clients, including the ability to decide which securities are bought and sold, the amount and price of those securities, the principals or brokers, if any, selected to execute a particular transaction and commissions paid, where applicable. With respect to limitations on its authority regarding which securities and amount of securities that are to be bought or sold, Solus is limited by its own internal policies and procedures and each Client’s investment guidelines (if any). Such authority is generally provided by a Client to Solus through an investment advisory agreement/investment management agreement or similar agreement. In instances that pertain to a Managed Account, any investment guidelines and restrictions must be provided to Solus in writing. Solus was granted discretionary trading authority over each Client, including through entering into investment management agreements, subadvisor agreements or similar arrangements.

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Solus generally has discretion to make decisions regarding corporate actions or proxies, if any, in connection with investments held by its Clients. In this regard, Solus has adopted proxy voting policies and procedures, pursuant to Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that proxies and corporate actions are determined in the best economic interest of Solus’ Clients and to avoid and/or appropriately manage any conflicts between the interests of Solus and its Clients, as determined by Solus in its discretion. Solus will refrain from voting proxies where Solus believes that not voting would be in the best interest of its Clients. Upon written request, investors of the Clients may obtain a copy of the proxy policies and procedures and details as to how the securities or corporate actions were voted in their respective portfolios by contacting Solus’ Client Services department at request@soluslp.com. To the extent that Solus does not have authority to vote proxies on behalf of a Solusadvised Managed Account, such Managed Account retains the responsibility for receiving and voting proxies for any and all securities maintained in its portfolio. When Solus becomes aware that securities held in a client account have become the subject of a class action lawsuit, Solus will evaluate whether it is in the best interests of the client to participate in the class action.

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Solus is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.

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