Structure; History and Ownership Avenue Capital Management II, L.P. (CRD #111845) (“Avenue U.S.”), Avenue Europe International Management, L.P. (CRD #131937) (“Avenue Europe”) and Avenue Asia Capital Management, L.P. (CRD #113246) (“Avenue Asia”) (each, a “filing adviser” and collectively, the “firm,” “Avenue Capital Group,” “Avenue,” “Avenue Capital” or “we”) is a group of commonly owned investment advisers with their principal place of business in New York City. Avenue Capital Group generally provides investment advisory services to private investment funds (“private funds”) and may provide investment advisory services to separately managed accounts and registered investment companies (the private funds and any separately managed accounts and managed registered investment companies, the “funds). In addition to our offices in New York, we have offices in Silicon Valley, London, Luxembourg, Dublin, Sydney, Hong Kong, Mumbai, Singapore and Abu Dhabi. This brochure provides information about: (i) Avenue Capital Group and (ii) general partners or managing members of funds that are relying on the filing advisers’ registration as investment advisers (in accordance with the U.S. Securities and Exchange Commission (“SEC”) letter to the American Bar Association, Subcommittee on Private Investment Entities dated December 8, 2005 (the “2005 SEC Letter”)), which are listed in Section 7.A. of Schedule D in Part 1A of each filing adviser’s Form ADV. This brochure also provides information about Avenue Europe’s and Avenue Asia’s respective relying advisers which are listed in Schedule R of Part 1A of Avenue Europe’s and Avenue Asia’s Form ADV pursuant to General Instruction No. 5 to Form ADV Part 1A. Each such entity conducts its activities in accordance with the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules thereunder, and is subject to the supervision and control of Avenue Capital Group, including being subject to Avenue Capital Group’s investment adviser compliance policies and procedures. Avenue U.S. commenced business in 2000 and has been registered as an investment adviser with the SEC since July 17, 2000. Avenue ME Advisors Ltd, a relying advisor of Avenue U.S., has been granted Financial Services Permission to Conduct Regulated Activities, Prudential Category 4, by the Financial Services Regulatory Authority of the Abu Dhabi Global Market, United Arab Emirates, since February 11, 2021. Avenue Europe commenced business in 2004 and has been registered as an investment adviser with the SEC since July 2, 2004. Avenue Europe Management, LLP, a relying adviser of Avenue Europe, has been authorized by the U.K. Financial Conduct Authority since 2004. Avenue Asia commenced business in 2001, and has been registered as an investment adviser with the SEC since July 13, 2001. GL Advisors Hong Kong Limited, a relying adviser of Avenue Asia, received a Type 9 (asset management) license with the Securities and Futures Commission of Hong Kong in August 2015 and has been registered as a Foreign Portfolio Investor with the Securities and Exchange Board of India since April 10, 2019. Avenue Asia Singapore Pte. Ltd., a relying advisor of Avenue Asia, has been issued a Capital Markets License by the Monetary Authority of Singapore to conduct fund management activities on November 25, 2020. Avenue Capital Group, including the general partners and managing members of funds and Avenue Europe’s and Avenue Asia’s relying advisers is a global alternative investment firm founded in 1995. As of February 28, 2023, Avenue Capital Group had approximately 186 employees worldwide, including approximately 65 investment professionals. Avenue Capital Group maintains a well-developed infrastructure with extensive accounting, operations, legal, business development, risk management, compliance and information technology teams. Marc Lasry (Chairman, Chief Executive Officer and Co-Founder) and Sonia Gardner (President, Managing Partner and Co-Founder) are the Senior Principals of Avenue Capital Group and together control the general partners of each filing adviser (i.e., Avenue Capital Management II GenPar, LLC, Avenue Asia Capital Management GenPar LLC and Avenue Europe International Management GenPar, LLC). Shawn Foley is a Senior Portfolio Manager and is responsible for Avenue U.S.’s Aviation sub- strategy. Matt Kimble and Craig Hart are Senior Portfolio Managers and are responsible for Avenue U.S.’s Energy sub-strategy. Shawn Foley, Matt Kimble and Craig Hart are collectively responsible for Avenue U.S.’s strategy focusing on investments in portfolio companies headquartered or with principal places of business in the United States and Canada. Edward Gellert is a consultant to Avenue Capital Group and is responsible for Avenue U.S.’s Real Estate strategy.1 William Maier is a Senior Portfolio Manager and is responsible for Avenue U.S.’s Performing Loans strategy. Patric Lager is a Portfolio Manager and is responsible for assisting with the direction of Avenue U.S.’s Performing Loans strategy. Jonathan Ford is a Senior Portfolio Manager and is responsible for Avenue Europe’s investment strategy. Padraig Moore is a Senior Portfolio Manager and is responsible for assisting with the direction of Avenue Europe’s investment strategy. Anil Gorthy is a Senior Portfolio Manager and is responsible for Avenue Asia’s investment strategy. Randal Klein is a Senior Portfolio Manager and is responsible for assisting with the direction of the investment activities of the firm’s global funds. John Larkin is the Head of Avenue’s Sustainable Solutions strategy. Sean Coleman is a Senior Portfolio Manager and is responsible for Avenue’s Sustainable Solutions strategy. Dan Holman, Chad Norman and Tony Pandjiris are Senior Portfolio Managers and are responsible for Avenue’s Venture Debt strategy. Jonathan Greenbaum is a Senior Portfolio Manager and is responsible for Avenue’s BI Insurance strategy. Our primary investment advisory service is to provide discretionary investment advice to funds. In addition to funds, we may in the future also advise one or more separately managed accounts on a discretionary basis. The objective and strategy of a managed account may but is not required to be similar to the investment objective and strategy of a fund managed by Avenue Capital Group. Avenue Capital Group’s primary focus is investing in credit obligations (public and private), including without limitation, distressed debt and equity opportunities, other special situations (which includes private equity opportunities) and high yield investments in the United States, Europe and Asia. The Senior Principals and the Portfolio Managers of funds managed by Avenue Capital Group have spent virtually their entire careers in this space. Avenue Capital Group generally pursues a theme-driven, concentrated investment strategy that is analytically intensive and relies upon individual issuer, industry and macro research and analysis. To execute this strategy, Avenue Capital Group has assembled an experienced team of investment professionals. The depth of experience of these professionals allows for thorough research and analysis of potential investment opportunities, including issuers with complicated, multi-layered capital structures in complex and dynamic industries. 1 Mr. Gellert was a Senior Portfolio Manager responsible for Avenue U.S.’s Real Estate strategy until March 16, 2018. Avenue U.S. Avenue U.S. advises funds using investment strategies that may include one or more of the following strategies and sub-strategies:  Private Funds
• Distressed; o Energy o Aviation
• Real Estate;
• High Yield;
• Performing Loans;
• Private Transactions (including private credit and equity transactions);
• Sustainable Solutions;
• Venture Debt; and
• BI Insurance. In addition to Avenue U.S.’s Distressed funds and its Energy and Aviation funds, a portion of the assets Avenue U.S. manages may be invested by its Real Estate funds, High Yield funds, Performing Loans funds, Private Transactions funds, Sustainable Solutions funds, Venture Debt

funds and/or BI Insurance funds. Avenue U.S.’s Distressed, Real Estate, High Yield, Performing Loans, Sustainable Solutions, Venture Debt and BI Insurance strategies include private funds. Avenue U.S.’s Private Transactions strategy may include private funds and other pooled investment vehicles with private transactions as part or all of their investment mandate. Thus, Avenue U.S. provides investment advice to private funds. Avenue Europe Avenue Europe advises funds using investment strategies that may include one or more of the following strategies and sub-strategies:
• Distressed;
• Direct Lending;
• High Yield; and
• Private Transactions (including private credit and equity transactions). Avenue Europe’s primary investment strategy is a Distressed strategy pursuant to which Avenue Europe invests in distressed debt and other special situations, which includes private equity opportunities. Avenue Europe considers European companies to be companies that are headquartered or have a principal place of business in Europe, whose country of risk is in Europe (i.e., the primary source of revenue risk as determined by Avenue Europe), or that have issued securities or other financial instruments denominated in a European currency. In addition to Avenue Europe’s Distressed funds, a portion of the assets may be invested by Avenue Europe’s Private Transactions funds. Avenue Europe’s Private Transactions funds include private funds and other pooled investment vehicles with private transactions as part or all of their investment mandate. Avenue Asia Avenue Asia’s Distressed strategy generally focuses on:
• companies undergoing a restructuring, reorganization or bankruptcy;
• companies that are operationally sound, but financially troubled due to overleveraged balance sheets, inadequate capitalization or limited access to capital;
• companies that are undervalued because of discrete extraordinary events or economic conditions; and
• companies being sold for less than their intrinsic value. Avenue Asia focuses on special situations investment opportunities in the Asian region, which includes Australia and New Zealand. Avenue Asia’s investment professionals seek undervalued securities or assets being sold at a discount by non-economic sellers, including single assets or concentrated pools of assets. Avenue Asia leverages its network of local investment, legal, and accounting professionals to source and execute investment opportunities and engage in active portfolio management. In addition to seeking special situations Avenue Asia’s Distressed strategy focuses on investments in debt and equity across industries, sectors and geography. *** Prospective investors in any fund are advised to review the private fund’s confidential offering memorandum for a more in-depth description of that fund’s investment strategy and objectives, types of assets to be invested in, investment restrictions (if any), and related risk factors. Some of the private funds we advise are feeder funds to or parallel funds of other funds. In some cases, such as certain of the Distressed funds, we advise successor funds to earlier funds that have concluded their investment period. A list of the funds we manage can be found below at Item 10. Types of Advisory Services As described above, Avenue Capital Group generally provides advisory services to private investment funds, and we may provide advisory services to separately managed accounts for institutional investors. Neither Avenue Capital Group nor any of our affiliates is acting as an investment adviser or otherwise making any recommendation as to an investor’s decision to invest in the funds. The advisory services we provide to investment funds are provided on a discretionary basis. The advisory services we provide to managed accounts may be discretionary or non-discretionary. Avenue Capital Group may manage one or more private funds (i.e., pooled investment vehicles) in which Benefit Plan Investors2 would have aggregate holdings of 25% or more of the value of one or more classes of such funds’ outstanding equity interests, resulting in the assets of the respective funds being treated as “plan assets” under ERISA. The applicable adviser would be considered a fiduciary of “ERISA plans” investing in the private fund. The applicable adviser would manage the operations and transactions of a private fund that is deemed to hold “plan assets” in a manner that complies with the applicable provisions of the prohibited transaction rules of ERISA and Section 4975 of the Code. The applicable adviser intends to rely on the applicable provisions of the relief available under various exemptions issued by the U.S. Department of Labor, including the relief available under prohibited transaction exemption 84-14, as amended, for transactions negotiated by a “qualified professional asset manager,” when such operations or transactions would otherwise constitute prohibited transactions. Pursuant to an exemption under U.S. Commodity Futures Trading Commission (“CFTC”) Rule 4.13(a)(3), none of Avenue Capital Group’s investment advisers, general partners or other affiliates are required to register, and are not registered, with the CFTC as commodity pool operators. None of Avenue Capital Group’s investment advisers, general partners or other affiliates are required to register with the CFTC as a commodity trading advisors. The investment strategies we employ are described below at Item 8. The description of each investment strategy, including restrictions on permissible investments, investment guidelines and applicable risk factors, is not intended to apply to any particular fund (unless explicitly stated otherwise), which could employ one or more of Avenue Capital Group’s investment strategies. Assets Under Management As of December 31, 2022, Avenue Capital Group collectively managed approximately $13,278,874,377 of client assets, all on a discretionary basis.3 2 As defined under Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”), “Benefit Plan Investors” include: (i) employee benefit plans (such as defined benefit plans or profit-sharing plans) within the meaning of Section 3(3) of ERISA and subject to Title I of ERISA (“ERISA plan”); (ii) individual retirement accounts and other retirement plans and accounts subject to Section 4975 of the Internal Revenue Code of 1986 (the “Code”); and (iii) any other entity whose underlying assets include “plan assets” by reason of any Benefit Plan Investor’s investment in such entity. Fiduciaries of ERISA Plans or other plans or individual retirement accounts subject to Section 4975 of the Code are subject to fiduciary responsibility and prohibited transaction issues which may arise with respect to a private fund’s operations and transactions if at any time the underlying assets of such fund constitute “plan assets” of such plans or individual retirement accounts under U.S. Department of Labor Regulations Section 2510.3-101, as modified by Section 3(42) of ERISA. These regulations provide that when such a plan or individual retirement account invests in an equity interest in an entity (such as a private fund), its assets will include both the equity interest and the undivided interest in each of the underlying assets of the entity, unless an exception set forth in the regulations is applicable. The regulations provide an exception for an entity if, immediately after the most recent acquisition or disposition of any equity interest in the entity, Benefit Plan Investors hold less than 25% of the value of each class of equity interest in the entity. 3 Except as otherwise provided below, as of December 31, 2022: (a) Avenue U.S. managed approximately $7,225,578,756 of client assets; (b) Avenue Europe managed approximately $4,683,809,329 of client assets and (c) Avenue Asia managed approximately $1,369,486,292 of client assets, in each case on a discretionary basis of client assets. These amounts represent the regulatory assets under management of each respective adviser.