A. 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 acts as the investment manager to, all of Stanfield’s former hedge fund products. The investment team remained intact throughout this transition. Mr. Pucillo is the principal owner of Solus, controls Solus, and is a limited partner of Solus and the managing member of Solus’ general partner, Solus GP LLC. 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 beneficial 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 (a flagship 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 (an intermediate fund). Sola II LLC is a Delaware limited liability company single client feeder fund that generally invests its assets in Sola I (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 special shareholder of Sola Intermediate Fund Ltd, and as the managing member of Sola II LLC.
• Domestic Feeder Funds: Solus LLC (a flagship feeder fund) and Solus Core Opportunities LP (a single client 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 general partner/managing member of the Domestic Hedge Funds. 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 ONLY CREDIT FUNDS Solus Senior High Income Funds – The Solus Senior High Income Funds are a master- feeder structure that employs a long credit-based strategy that seeks to achieve a return that meets or exceeds the S&P Performing Loan Index. Such strategy and the associated risks are described in more detail at B.2 of this Item 4 and Item 8. The Solus Senior High Income Funds are comprised of the following entities:
• Domestic Funds: Solus Senior High Income Fund Domestic LP (a domestic feeder fund) and Solus Senior High Income Dedicated Fund LP (a single client feeder) are Delaware entities that invest their assets in Solus Senior High Income Fund LP, a Delaware master fund (the “Solus Senior High Income Master Fund”) (such funds, together, the “Domestic Solus Senior High Income Funds”, and, together with the Solus Senior High Income Offshore Fund, the “Solus Senior High Income Funds”).
• Offshore Fund: Solus Senior High Income Fund Offshore LP (not yet launched as of the date hereof) is a Cayman Islands feeder fund that will invest its assets in Solus Senior High Income Master Fund. Solus Senior High Income GP LLC, a Delaware limited liability company and a Solus affiliate, is the general partner of the Solus Senior High Income 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 Funds: Solus Long-Term Opportunities Evergreen Fund Offshore LP is a Cayman Islands entity that generally invests its assets in Solus Long- Term Opportunities Fund Master LP (the “LTO Master Fund”) indirectly through an investment in Solus Long-Term Opportunities Evergreen Fund Intermediate LP (an intermediate fund). Solus Long-Term Opportunities Fund Offshore LP (not yet launched as of the date hereof) is a Cayman Islands entity that will generally invest its assets in the LTO Master Fund indirectly through an investment in Solus Long-Term Opportunities Fund Intermediate LP (an intermediate fund not yet launched as of the date hereof). Such Funds are referred to herein as the “Offshore LTO Funds”.
• 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 Funds 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 and Solus Long-Term Opportunities Fund Offshore LP (not yet launched as of the date hereof) are 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 and Funds and classes established for certain large institutional investors. Solus also provides co-investment opportunities through a 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 event- driven, 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;
• 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 event- driven 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 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’ in- depth 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 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 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 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 by primarily utilizing the following investment strategies:


• Stressed/Distressed: This category is comprised of both pre- and post- restructuring 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.
• Post- Reorganization Equities: This category is comprised of equity in companies that have recently emerged from bankruptcy. Generally, the characteristics of these companies include low enterprise valuations, strong asset coverage and/or free cash flow generation, minimal debt, new management teams/boards, and multiple paths to value creation. Upon emergence from bankruptcy, many of these equities trade at discounts to their peers due to factors such as a concentrated investor base, restructuring-related taint, and a lack of sell- side research coverage. Solus will target companies that are attractive candidates for M&A events, IPO transactions or dividend payments recapitalization financings.
• Performing Credit: In this yield-focused strategy, Solus will seek out superior returns through investments in high-yield bonds and leveraged loans. Original holders of a company’s debt often have difficulty providing incremental capital to fund additional capital opportunities due to their investment mandate. The number of market participants is limited, as many credit investors are not equipped to perform the internal underwriting (e.g., lack of credit ratings, trading liquidity, sell-side research, etc.) or legal analysis that is essential in evaluating follow-on investment opportunities or other special situation opportunities. Investments in this strategy will be focused on situations where Solus will generally be able to exert influence over a variety of factors, such as structure, terms, covenants and pricing. Opportunities also exist in small- to mid-cap credits due to market participants’ desire for large deal sizes.
• Liquidations: This category represents a very specific segment of the distressed lifecycle that requires experience in researching liquidating estates and the associated legal process. This strategy focuses on investments in a variety of late- stage bankruptcy, liquidation and litigation claims with recoveries that are generally backed by cash and hard assets, so returns generally exhibit low correlation to debt and equity markets. Solus believes there is an opportunity to create asymmetric upside due to potential claims pool reduction, increase in distributable cash and assets, accelerated timing of cash distributions and potential litigation recoveries. Solus will generally focus on investing in the later stages of the process, following confirmation of the plan of liquidation when there is high visibility into recovery mix and a discernible timeline for asset monetization and distributions. A further description of financial instruments utilized by this strategy can be found in Item 8. Solus seeks to achieve the investment objective of its Clients by combining its fundamental research process, trading acumen and integrated risk management. 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 on behalf of its Clients are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. C. Assets Under Management As of December 31, 2018, Solus managed approximately $6.4 billion on a discretionary basis, which amount reflects regulatory assets under management. As regulatory assets under management is a regulatory-driven concept, Solus also notes that as of December 31, 2018, Solus managed approximately $5.2 billion based on net asset value calculations and including any committed but undrawn capital. Solus does not manage any assets on a non-discretionary basis as of the date of this Brochure. please register to get more info

A. 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 made to a Solus affiliate shall be referred to herein as an “Incentive Allocation”. Management Fees Hedge Funds: With respect to the generally available Sola Hedge Fund classes (i.e., Class N2-N3 interests and Class T2-T3 interests), each Sola Hedge Fund will generally pay to Solus (or any other person or entity designated by it) a monthly fixed asset-based fee in arrears, of 1.5% or 2% annually, 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. 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. Solus Senior High Income Funds: With respect to the generally available classes, Solus Senior High Income Fund Domestic LP and Solus Senior High Income Fund Offshore LP will generally pay to Solus (or any other person or entity designated by it) a monthly fixed asset- based fee in arrears, of 0.5%, 0.75%, or 1.0% annually (depending on the capital account size) 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. 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 withdrawal 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, 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: 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 asset- based 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 the generally available classes, LTO Class will generally pay to Solus (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 Sola Hedge Fund classes (i.e., Class N2-N3 interests and Class T2-T3 interests), at the end of each fiscal year of a Sola Domestic Hedge Fund, Solus Advisors LLC is generally entitled to an Incentive Allocation of either 15% or 20% of the net capital appreciation (which includes both realized gains and losses and unrealized appreciation and depreciation of financial instruments held in the Domestic Hedge Funds’ respective portfolios) allocated to Solus Advisors LLC’s capital account from a Domestic Hedge Fund investor’s capital account 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. In the event that a Domestic Hedge Fund investor 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 be reallocated to Solus Advisors 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 Domestic Hedge Fund 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 Hedge Funds: With respect to the generally available Sola Hedge Fund classes (i.e., Class N2-N3 shares and Class T2-T3 shares), at the end of each fiscal year of a Sola Offshore Hedge Fund, Solus Advisors LLC is generally entitled to an Incentive Allocation of either 15% or 20% of the realized and unrealized appreciation in the net asset value of each such series of Offshore Hedge Fund shares 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 Offshore Hedge Fund 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 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 Offshore Hedge Fund 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 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. To be clear, the Solus Senior High Income Fund investors do not bear any incentive- based compensation. 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 terms that differ from those described above. 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 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 Souls Client or class thereof may bear. Hedge Fund Client Expenses: Such expenses for 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, bank service fees, loan closing costs and interest expenses) and other trading-related expenses; investment-related research; professional fees (including, without limitation, expenses of consultants and experts); administrative expenses; accounting expenses; operating expenses (e.g., trade clearance and settlement, corporate action processing, trade confirmation, pricing services, portfolio management reporting software and reconciliation); legal expenses; auditing and tax preparation expenses; costs of printing and mailing reports and notices; reasonable travel and travel-related expenses incurred in connection with the Client; interest on balances due and any other fees and charges of prime brokers, financial counterparties, banks and custodians; any taxes and other governmental charges and duties imposed on or payable by the Client; organizational expenses; corporate licensing; governmental fees and regulatory expenses (including filing fees); assignment fees; establishment of operation of the Clients’ subsidiaries or special purpose vehicles; expenses incurred in connection with the offering and sale of shares and other similar expenses related to the Client; premiums for liability insurance covering the Client’s directors (if any), Solus and its partners, directors, officers, employees and agents; any fees and expenses associated with the organization and conduct of any board of directors’ and any shareholders’ meetings; any fees and expenses associated with maintaining the Client’s registered office; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Client’s business; the Management Fee; and other expenses related to the Client as determined in sole discretion of Solus, a Solus affiliate or the board of directors (if any), as applicable. A portion of research-related and brokerage expenses may be paid for by using “soft dollars”, and any research or brokerage products or services that may be paid for with “soft dollars” under Section 28(e) of the U.S. Securities Exchange Act of 1934 may be paid for directly or indirectly by the Client. To the extent that Solus or any of its affiliates pays any of the Client’s fees or expenses, the Client will reimburse such party. Solus Senior High Income Fund Client Expenses: Such expenses for generally available classes may include, but are not limited to, investment-related expenses (e.g., brokerage commissions, clearing and settlement charges, custodial fees, bank service fees, closing costs for loan investments and interest expenses) and other trading-related expenses; investment-related research; professional fees (including, without limitation, expenses of consultants and experts); administrative expenses; accounting expenses; operating expenses (e.g., trade clearance and settlement, corporate action processing, trade confirmation, pricing services, portfolio management reporting software and reconciliation); legal expenses; auditing and tax preparation expenses; costs of printing and mailing reports and notices; reasonable travel and travel-related expenses; interest on balances due and any other fees and charges of prime brokers, financial counterparties, banks and custodians; any taxes and other governmental charges and duties imposed/payable; organizational expenses; corporate licensing; governmental fees and regulatory expenses (including filing fees); assignment fees; establishment or operation of subsidiaries or special purpose vehicles; expenses incurred in connection with the offering and sale of interests and other similar expenses; premiums for liability insurance covering Solus, its affiliates and their respective partners, officers, employees and agents; any fees and expenses associated with maintaining the registered offices; litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of business; the Management Fee; and other expenses related to the Client as determined by Solus or a Solus affiliate in its sole discretion. To the extent that Solus or any of its affiliates pays any of the Client’s fees or expenses, the Client will reimburse such party. Long-Term Opportunities Fund Client Expenses: Such expenses for generally available classes may include, but are not limited to, all costs and expenses with respect to the actual or proposed acquisition, holding, monitoring, hedging or disposition of investments, whether such investments are ultimately consummated or not, including due diligence costs, broken deal expenses (including broken expenses relating to co-investors’ share of any unconsummated co- investment), brokerage commissions, clearing and settlement charges, expenses relating to short sales, bank service fees, fees and expenses of custodians, loan closing costs and interest expenses, interest on balances due and any other fees and charges of prime brokers, financial counterparties, banks and custodians, consultants, experts, travel and entertainment expenses incurred for investment related purposes, outside legal counsel, consultants and accountants, administrator’s fees and expenses; expenses for liability insurance, including directors’ and officers’ liability insurance, fidelity bonds that satisfy the requirements of Section 412 of ERISA, and other insurance expenses; extraordinary expenses (including litigation, indemnification and contribution expenses); taxes and other governmental fees and charges; Management Fees; servicing and special servicing fees; the cost of operational, accounting and portfolio management software and related expenses; fees and expenses related to obtaining research market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data); other legal, operating, accounting, tax return preparation and consulting, auditing, appraisal and administrative expenses and fees for outside services; costs and expenses incurred in connection with establishing, operating and administering special purpose vehicles; fees and expenses incurred in connection with governmental and regulatory filings by, or in respect of, the Client and investments (including section 13 and section 16 filings, and other similar filings); costs and expenses incurred in connection with the wind-up and dissolution of the Client, special purpose vehicles and their respective assets and investments; cost of software (including the fees of third- party software developers) used by the Solus and its affiliates to track and monitor investments; costs and expenses incurred in connection with meetings of the advisory committee or the LP advisory committee (as applicable) and other permissible expenses of the advisory committee or the LP advisory committee (as applicable); costs and expenses incurred in connection with annual or special meetings of the investors; costs and expenses of printing and mailing periodic reports and notices to investors; and other expenses related to the Client as Solus Long-Term Opportunities GP LLC determines, in its sole discretion. A portion of research-related and brokerage expenses may be paid for by using “soft dollars”, and any research or brokerage products or services that may be paid for with “soft dollars” under Section 28(e) of the U.S. Securities Exchange Act of 1934 may be paid for directly or indirectly by the Client. Managed Account and Single Investor Funds; Customized Services Expenses 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 expense terms described above. 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 expense terms. As indicated above, Solus Clients will pay brokerage and other portfolio transaction costs. Please see Item 12 of this Brochure for a description of the factors that Solus considers in selecting or recommending broker-dealers for Client transactions and determining the reasonableness of broker compensation. D. Additional Compensation and Expenses Hedge Fund Clients: Solus and its affiliates may earn ancillary fees, such as fees and related income from services provided in relation to Hedge Fund Client investments, or in connection with prospective Hedge Fund Client investments, such as advisory fees, due diligence fees, structuring fees, servicing fees, administrative fees, collateral agent fees, success fees, director’s fees, break-up fees or other fees. Generally, any ancillary fees paid to, or related income earned by, Solus or its affiliates in connection with Hedge Fund Client activities will not reduce such Client’s Management Fees or Incentive Allocation. Solus Senior High Income Fund Clients: Transaction, director’s, consulting, advisory, closing, and break-up fees paid to Solus Senior High Income GP LLC, Solus or their affiliates in connection with the Solus Senior High Income Funds’ portfolio investments or from its unconsummated transactions generally will first be applied to reimburse Solus Senior High Income GP LLC, Solus and/or their affiliates for their out-of-pocket expenses in connection with the transaction giving rise to such fees and the remaining amount of such fees attributable to limited partners in respect of whom Management Fees are charged will be applied ratably among such limited partners to reduce the Management Fees. Long-Term Opportunities Fund Clients: Transaction, director’s, consulting, advisory, closing, and breakup fees paid to Solus Long-Term Opportunities GP LLC, Solus or their affiliates in connection with the Long-Term Opportunities Funds’ portfolio investments or unconsummated transactions will first be applied to reimburse Solus Long-Term Opportunities GP LLC, Solus or their affiliates for their out-of- pocket expenses in connection with the transaction giving rise to such fees and 100% of the balance will be applied to reduce (not below zero) the subsequent installments of the Management Fee. Clients, including without limitation Managed Accounts, the insurance dedicated fund sub-advised by Solus for SALI Fund Services and customized Funds or classes/feeder funds established or operated for certain large institutional investors, should refer to each Client’s applicable Confidential Memorandum and any supplement thereto, subscription agreements, investment management agreements and/or other offering documents for additional/supplementary information regarding the applicable Client as well as the fees and expenses paid by the Client. please register to get more info

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). For example, the Solus Senior High Income Funds pay only asset based management fees. 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. please register to get more info

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 ranges from $500,000 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. please register to get more info

LOSS
A. Methods of Analysis and Investment Strategies 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 Securities and Exchange Commission  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)  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 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 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. 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 event- driven 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 Funds 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. 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. Volatility Risk. Solus’ investment programs may involve the purchase and sale of relatively volatile instruments such as CDO Securities (defined below) and derivatives, which are frequently valued based on implied volatilities of such derivatives compared to the historical volatility of underlying financial instruments. Fluctuations or prolonged changes in the volatility of such instruments, therefore, can adversely affect the value of investments held by the Clients. In addition, many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, price volatility may be higher for the Clients’ investments in such markets. Liquidity Risks. Under certain market conditions, such as during volatile markets or when trading in an instrument or market is otherwise impaired, the liquidity of the Clients’ relatively liquid portfolio positions may be reduced. During such times, Solus may be unable to dispose of certain assets, which would adversely affect the Clients’ ability to rebalance their portfolios or to meet any permitted redemption requests, as applicable. In addition, such circumstances may force Solus to dispose of assets at reduced prices, thereby adversely affecting the Clients’ performance. If there are other market participants seeking to dispose of similar assets at the same time, Solus may be unable to sell such assets or prevent losses relating to such assets. Furthermore, if the Clients incur substantial trading losses, the need for liquidity could rise sharply while their access to liquidity could be impaired. In addition, in conjunction with a market downturn, the Clients’ counterparties could incur losses of their own, thereby weakening their financial condition and increasing the Clients’ credit risks to them. Many non-U.S. financial markets are not as developed or as efficient as those in the U.S., and as a result, liquidity may be reduced for the Client’s investments in such markets. Global Investments; Emerging Markets. Solus may invest a portion of the Clients’ assets in the equity, debt or other securities and instruments of issuers located outside the U.S., including securities of non-U.S. corporations which are traded in non-U.S. markets, as well as CDOs collateralized by emerging market debt. Such investments involve certain considerations not usually associated with investing in securities of U.S. companies or U.S. markets, including political and economic considerations, such as greater risks of expropriation and nationalization, and confiscatory taxation; the potential difficulty of repatriating funds and the ability to exchange local currencies for U.S. dollars; general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain or other income; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and price volatility; greater volatility, less liquidity and smaller capitalization of markets; greater controls on foreign investment and limitations on realization of investments; increased likelihood of governmental involvement in and control over the economy; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict Solus’ investment opportunities. In addition, accounting and financial reporting standards that prevail in such countries generally are not equivalent to U.S. standards and, consequently, less information may be available to investors in companies located in such countries than is available to investors in companies located in the U.S. There is also less regulation, generally, of the securities markets in such countries than there is in the U.S., and less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Exchange Rate Exposure. Solus may invest a portion of the Clients’ assets in the securities of non-U.S. issuers listed on foreign exchanges and denominated in non-U.S. currencies. The Clients, however, value their securities and other assets in U.S. dollars. Solus generally has the authority to hedge non-U.S. dollar positions through currency hedging transactions. There can be no guarantee that financial instruments suitable for hedging currency or market shifts will be available at the time when Solus wishes to use them, or that hedging techniques employed by Solus will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of the Clients’ positions in non-U.S. investments will fluctuate with the U.S. dollar exchange rate. In such cases, an increase in the value of the U.S. dollar compared to the other currencies in which the Clients hold investments will reduce the value of these foreign investments, which may result in a loss to the Clients. Debt Securities Generally. Solus may invest in private and government debt securities and instruments. Debt instruments in which Solus invests may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these securities and may have an adverse impact on the value of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Investments in Unsecured and Subordinated Debt. Subordinated debt is subject to certain additional risks to the extent that such obligations may be unsecured and/or subordinated to substantial amounts of senior indebtedness, all or a significant portion of which may be secured. Moreover, such obligations may not be protected by financial covenants or limitations upon additional indebtedness. Non-Performing Nature of Debt. It is anticipated that certain debt instruments purchased by Solus will be non-performing and possibly in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to the loans. Stressed Debt. Solus is authorized to invest in securities and other obligations of stressed issuers. Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. Derivative Investments. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non- performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. The prices of derivative instruments, including futures, swaps, options and credit derivatives, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of futures and options contracts and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options and swap agreements also depends upon the price of the securities underlying them. In addition, the Clients’ assets are also subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearinghouses or counterparties. Solus may buy or sell (write) both call options and put options, and when they write options, they may do so on a “covered” or an “uncovered” basis. A call option is “covered” when the writer owns securities of the same class and amount as those to which the call option applies. A put option is covered when the writer has an open short position in securities of the relevant class and amount. Solus’ option transactions may be part of a hedging strategy (i.e., offsetting the risk involved in another securities position) or a form of leverage, in which the Clients have the right to benefit from price movements in a large number of securities with a small commitment of capital. These activities involve risks that can be substantial, depending on the circumstances. In general, without taking into account other positions or transactions Solus may enter into, the principal risks involved in options trading can be described as follows: when Solus buys an option, a decrease (or inadequate increase) in the price of the underlying security in the case of a call, or an increase (or inadequate decrease) in the price of the underlying security in the case of a put, could result in a total loss of the Clients’ investments in the option (including commissions). Solus could mitigate those losses by selling short, or buying puts on, the securities for which they hold call options, or by taking a long position (e.g., by buying the securities or buying calls on them) in securities underlying put options. When Solus sells (writes) an option, the risk can be substantially greater than when it buys an option. The seller of an uncovered call option bears the risk of an increase in the market price of the underlying security above the exercise price. The risk is theoretically unlimited unless the option is “covered.” If it is covered, the Clients would forego the opportunity for profit on the underlying security should the market price of the security rise above the exercise price. If the price of the underlying security were to drop below the exercise price, the premium received on the option (after transaction costs) would provide profit that would reduce or offset any loss the Clients might suffer as a result of owning the security. Swaps and certain options and other custom instruments are subject to the risk of non- performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty, market risk, liquidity risk and operations risk. Solus may take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objectives and legally permissible. Special risks may apply to instruments that are invested in by Solus in the future that cannot be determined at this time or until such instruments are developed or invested in by Solus. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade, and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in forward markets due to unusually high trading volume, political intervention or other factors. Bank Loans. Solus’ investment programs may include significant investments in bank loans and participations. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of Clients to directly enforce their rights with respect to participations. In analyzing each bank loan or participation, Solus compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks will be borne by the Clients. As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly-traded security, and historically the trading volume in the loan market has been small relative to the high yield debt market. Fixed Income Securities. Solus may invest in bonds or other fixed-income securities of U.S. and non-U.S. issuers, including, without limitation, bonds, notes and debentures issued by corporations, municipal bonds, debt securities issued or guaranteed by the U.S. Government or one of its agencies or instrumentalities and commercial paper. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed-income securities in which Solus invests will change in response to fluctuations in interest rates. In addition, the value of certain fixed-income securities can fluctuate in response to perceptions of creditworthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). In addition, fixed-income investments are affected by general fixed-income market conditions, such as the volatility and liquidity of the fixed-income market, which are affected by the ability of dealers to “make a market” in fixed-income investments. Decreases in dealer inventories relative to market size can result in greater volatility and illiquidity in the fixed-income market, which could impair a Client’s profitability or result in losses relating to its fixed-income investments. Variable and Floating Rate Securities. In addition to traditional fixed-rate securities, Solus may invest in debt securities with variable or floating rate interest or dividend payments. Variable or floating rate securities bear rates of interest that are adjusted periodically according to formulae intended to reflect market rates of interest. Variable or floating rate securities allow the Clients to participate in increases in interest rates through upward adjustments of the coupon rates on such securities. However, during periods of increasing interest rates, changes in the coupon rates may lag the change in market rates or may have limits on the maximum increase in coupon rates. Alternatively, during periods of declining interest rates, the coupon rates on such securities readjust downward resulting in a lower yield. Solus also may invest in derivative variable rate securities, such as inverse floaters whose rates vary inversely with market rates of interest, or range floaters or capped floaters, whose rates are subject to periodic or lifetime caps, or in securities that pay a rate of interest determined by applying a multiple to the variable rate. Investment in such securities involves special risks as compared to a fixed-rate security. The extent of increases and decreases in the value of derivative variable rate securities and the corresponding change to the net asset value of the Clients in response to changes in market rates of interest generally will be larger than comparable changes in the value of an equal principal amount of a fixed-rate security having similar credit quality, redemption provisions and maturity. The markets for such securities may be less developed and have less liquidity than the markets for conventional securities. Commercial Paper. Solus may invest in commercial paper, which represents short-term unsecured promissory notes issued by banks or bank holding companies, corporations, finance companies, state and local governments, and by public authorities, agencies and instrumentalities. Credit Default Swaps. Like short sales, credit default swaps involve the risk of an unlimited increase in the market price of a particular security. Also like short sales, an investment in a credit default swap involves the posting of collateral that will be returned to the Client upon the termination of the credit default swap. Amounts posted as collateral may be invested in cash or cash equivalent investments and may not generate the same level of return as the Client’s other investments. Repurchase and Reverse Repurchase Agreements. Solus may enter into repurchase and reverse repurchase agreements. When Solus enters into a repurchase agreement, it “sells” securities to a broker-dealer or financial institution, and agrees to repurchase such securities on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, Solus “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by Solus, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by Solus involves certain risks. For example, if the seller of securities to Solus under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, Solus will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, Solus’ ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that Solus may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Clients may suffer a loss to the extent that Solus is forced to liquidate the positions in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. “When-Issued” and “Forward Delivery” Securities. To secure prices or yields deemed advantageous at a particular time, Solus may purchase securities on a “when-issued” or on a “forward delivery” basis. In these cases, delivery of the securities will occur beyond the normal settlement period. When-issued securities purchased by Solus may include securities purchased on a “when, as and if issued” basis under which the issuance of the securities depends on the occurrence of a subsequent event, such as approval of a merger, corporate reorganization or debt restructuring. Securities purchased on a when-issued or forward delivery basis may expose the Clients to risk because the securities may experience fluctuations in value prior to their actual delivery. Clients will not accrue income with respect to a when-issued or forward delivery security prior to its stated delivery date. Purchasing securities on a when-issued or forward delivery basis can involve the additional risk that the yield available in the market when the delivery takes place may be higher than that obtained in the transaction itself. Further, in such transactions, Solus will rely on the other party to consummate the trade. Failure of the seller to do so may result in the Clients incurring a loss or missing an opportunity to obtain a price considered to be advantageous. Investments in Distressed Securities. Solus may invest in “below investment grade” securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Solus also may invest in fee interests and other interests in distressed real estate or real estate-related assets. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to Solus’ investment in any instrument, and a significant portion of the obligations and securities in which Solus invests may be less than investment grade. Any one or all of the issuers of the securities in which Solus may invest may be unsuccessful or not show any returns for a considerable period of time. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that Solus will correctly evaluate the value of the assets collateralizing the Clients’ loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which Solus invests, the Clients may lose their entire investment, may be required to accept cash or securities with a value less than the Clients’ original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from Solus’ investments may not compensate the Clients adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Client of the security in respect to which such distribution was made. In certain transactions, the Client may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Private Equity Investments. Clients may acquire controlling or minority equity stakes in privately held companies. The success of the these investments in privately held companies that such Clients control will depend in part on Solus’ ability to develop plans and strategies to exploit new business opportunities for such companies as well as Solus’ ability to restructure and effect improvements in the operations of such companies. The activity of developing such plans and strategies and of identifying and implementing operational improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that the Client will be able to successfully identify and implement such plans, strategies or improvements. The success of the Client’s investments in minority equity stakes of privately held companies will depend in part on the performance and abilities of such companies’ controlling shareholders. Because the Client will not control such companies, the Client’s ability to exit from such investments may be limited. Additionally, the Client is likely to have a reduced ability to influence management of such companies. Solus may also have disagreements with controlling shareholders over the strategy and operations of such companies. As a result of the foregoing, the Client’s equity investments in such companies may perform poorly. Investments in Undervalued Assets. Solus may invest in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task that often requires complex analysis of potential investments and sophisticated evaluation of micro- and macro- level economic factors. There is no assurance that such investment opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Client’s investments may not adequately compensate the Client for the business and financial risks assumed. Clients may be forced to sell, at a substantial loss, assets which it believes are undervalued, if they are not in fact undervalued. In addition, the Client may be required to hold such assets for a substantial period of time before realizing their anticipated value. High Yield Securities. Solus may invest in bonds or other fixed-income securities, including without limitation “higher yielding” (including non-investment grade) debt securities. Such securities are generally not exchange-traded and, as a result, these financial instruments trade in the over-the-counter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. In addition, Solus may invest in bonds of issuers that do not have publicly-traded equity securities, making it more difficult to hedge the risks associated with such investments. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. High yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. High yield securities are generally more volatile and may or may not be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities are often highly leveraged and may not have available to them more traditional methods of financing. It is possible that a major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default of such securities. Risks Associated with Bankruptcy Cases. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the Clients. Furthermore, there are instances where creditors and equity holders may lose their ranking and priority or may be recharacterized as equity. Solus may purchase creditor claims subsequent to the commencement of a bankruptcy case. It is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, plan approval by creditors and confirmation by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Clients, it is subject to unpredictable and lengthy delays, and during the process, the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. The debt of companies in financial reorganization will, in most cases, not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal. Solus may invest in non-U.S. companies. Investment in the debt of financially distressed companies domiciled outside the U.S. involves additional risks. Bankruptcy law and process may differ substantially from that in the U.S., resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. Solus, on behalf of Clients, may elect to serve on creditors’ committees, equity holders’ committees or other groups to ensure preservation or enhancement of the Clients’ positions as a creditor or equity holder. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If Solus concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to the Clients, it may resign from that committee or group, and in such case, the Clients may not realize the benefits, if any, of participation on the committee or group. In addition, if a Client is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of or increasing its investments in such company while it continues to be represented on such committee or group. Reorganizations can be contentious and adversarial. It is by no means unusual for participants to use the threat of, as well as actual, litigation as a negotiating technique. Solus anticipates that during the term of a Client, Solus, the Client and perhaps certain of its shareholders may be named as defendants in civil proceedings. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the Client and would reduce net assets. Risk of Investing in Trade Claims. Solus invests in unsecured claims held by entities owed for goods, services or other losses against companies that have filed for bankruptcy protection (such claims, “trade claims”). The prices realized on trade claims could be less than the price originally paid by Solus because of the absence of a regulated market for trade claims. There is decreased transparency of pricing information with respect to trade claims and a risk that such claims may be disallowed or reduced by the bankruptcy court or treated differently from other forms of debt under the debtor’s plan of reorganization approved by the bankruptcy court. Further, because of the absence of a formal market, indices, or regulation of trade claims, trade claims may be illiquid. The Clients may also be subject to actions during the bankruptcy court proceedings, including preference actions and, in certain circumstances, equitable subordination actions, based solely on prior conduct of the seller of such trade claim. Such actions may result in the reduction or disallowance of a trade claim and losses to the purchaser of such claim, and a delay of realization of the value of such trade claim. Further, in the event a seller of a trade claim subsequently becomes insolvent or itself files for bankruptcy protection, the purchaser of such claim may not benefit from any warranties, representations or indemnities provided by the seller to the purchaser in the purchase documents, and, with respect to insolvent claim sellers, be subject to credit and litigation risk. Trade claims are also subject to the credit and recovery risk of the bankrupt company, as well as the general risks associated with bankruptcy cases. In the event these risks materialize with respect to trade claims purchased by Solus, the Clients may suffer significant losses. The Clients may also be subject to the risk that the seller of a trade claim will fail to deliver upon the terms of the investment. In addition, the trade claims market lacks standard documentation, which increases settlement risks. Litigation Risk. Some of the tactics that Solus may use involve litigation. Solus or a Client could be a party to lawsuits either initiated by it, a company in which it invests, other investors, or U.S. Federal, state or non-U.S. governmental bodies. Solus and/or the Clients may be also be defendants in civil proceedings. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, would generally be borne by the Clients and would reduce net assets. There can be no assurance that any such litigation, once begun, would be resolved in favor of the applicable Clients. Equitable Subordination. Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). Solus does not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of the debt obligations, the Clients may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the issuer should be equitably subordinated. Leverage and Financing Risk. Solus may leverage Clients’ capital to the extent permitted under the relevant Client’s governing documents/guidelines because Solus believes that the use of leverage may enable certain Clients to achieve a higher rate of return. Accordingly, leverage may take the form of trading on margin, repurchase financings, total rate of return swaps, loans or other instruments Solus deems appropriate. The amount of leverage which such Clients’ may have outstanding at any time may be substantial in relation to their capital. While leverage presents opportunities for increasing total returns, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent the investment is leveraged. The cumulative effect of the use of leverage by Solus in a market that moves adversely to levered Clients’ investments could result in a substantial loss to those Clients which would be greater than if such Clients were not leveraged. Solus will borrow funds to increase buying power and potential returns to applicable Clients. Although leverage will increase the investment return of such Clients if an investment purchased with borrowed funds earns a greater return than the amount that such Clients are charged for the use of those funds, the use of leverage will decrease the investment return if such Clients fail to earn as much on investments purchased with borrowed funds as they are charged for the use of those funds. The use of leverage will also allow Solus to borrow in order to make additional investments, thereby increasing the affected Clients’ exposure to assets, such that their total assets are greater than their NAV. The use of leverage will, therefore, magnify the volatility of changes in the value of the investments of such Clients. Borrowings by Solus may be secured by the applicable Client’s portfolio. Under certain circumstances pursuant to the conditions of a loan, the Clients may be required to liquidate all or a portion of their investments to pay off the loan. Liquidation under those circumstances could have adverse consequences. Funds borrowed for leveraging will be subject to interest costs that may or may not be recovered by the return on the Clients’ portfolios. Solus’ participation in some investments may involve significant leverage. Additionally, in some investments, it is anticipated that Solus would retain either the most or one of the most subordinate tranches of an issuer’s securities, which is the most leveraged investment in the issuer’s structure. In general, the anticipated use of short-term margin borrowings results in certain additional risks to the applicable Clients. For example, should the securities pledged to brokers to secure a Client’s margin account declines in value, the Client could be subject to a “margin call,” pursuant to which the Client must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of such Client’s assets, the Client might not be able to liquidate assets quickly enough to satisfy its margin requirements. In certain situations, including situations when a Liquidating SPV may be created to liquidate certain investments held by a Client (if applicable), the Client may need to deliver all or a portion of its investments. The Client may incur substantial costs in connection with deleveraging such capital, which costs may be borne by all investors in such Client. Structured Investments. Solus may invest in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of other debt securities, including debt securities issued by foreign governments. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued security to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to such securities is dependent on the extent of the cash flow on the underlying instruments. Certain classes of such securities may be subordinated to the right of payment of another class. Subordinated structured investments typically have higher yields and present greater risks than unsubordinated structured investments. Solus also may invest in other forms of structured investments, including, for example, debt and equity tranches of collateralized debt obligations (“CDOs”), collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLOs”) issued by partnerships or corporations, many of which have no significant operating history. The underlying collateral for CDOs, CBOs, CLOs and similar structured investments may consist of securities that are rated below investment grade, securities of non-U.S. issuers, municipal obligations and derivatives thereof, and also may consist of pools of securities that may be significantly different than the security held by the Clients in terms of credit quality, liquidity and other attributes, and while such debt obligations are structured to benefit from varying degrees of overcollateralization, cash flow or other requirements, there is no assurance that such structuring will fully protect principal and interest due on such obligations. Such securities are generally illiquid. Collateralized Obligations Generally. Solus may invest in collateralized debt obligations such as CDOs and CLOs. The portfolio may include a variety of different types of products including CDO and CLO equity, multi-sector CDO equity, trust preferred CDO equity and CLO debt. CDOs are subject to credit, liquidity and interest rate risks, which are each discussed in greater detail above. The CDO equity purchased by Solus will most likely be unrated or non- investment grade. As a holder of CDO equity, Solus will have limited remedies available upon the default of the CDO. Solus may be unable to find a sufficient number of attractive opportunities to meet its investment objective or fully invest its committed capital. For example, from time to time, the market for CDO transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. CDOs often invest in concentrated portfolios of assets. The concentration of an underlying portfolio in any one obligor would subject the related CDOs to a greater degree of risk with respect to defaults by such obligor and the concentration of a portfolio in any one industry would subject the related CDOs to a greater degree of risk with respect to economic downturns relating to such industry. The value of the CDOs owned by the Clients generally will fluctuate with, among other things, the financial condition of the obligors or issuers of the underlying portfolio of assets of the related CDO (“CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CDOs must rely solely on distributions on the CDO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CDO Collateral are insufficient to make payments on the CDOs, no other assets will be available for payment of the deficiency and following realization of the CDOs, the obligations of such issuer to pay such deficiency generally will be extinguished. CDO Collateral may consist of high-yield debt securities, loans, asset-backed securities (“ABS”) and other securities, which often are rated below investment grade (or of equivalent credit quality). High-yield debt securities generally are unsecured (and loans may be unsecured) and may be subordinated to certain other obligations of the issuer thereof. The lower ratings of high-yield securities and below investment grade loans reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative. Subordination of CDO Debt and CDO Equity. The Clients’ portfolios may contain CDO equity and subordinate CDO debt. Subordinate CDO debt generally is fully subordinated to the related CDO senior tranches. CDO equity generally is fully subordinated to any related CDO debt. To the extent that any losses are incurred by a CDO in respect of its related CDO Collateral, such losses will be borne first by the holders of the related CDO equity, next by the holders of any related subordinated CDO debt and finally by the holders of the related CDO senior tranches. In addition, if an event of default occurs under the governing instrument or underlying investment, as long as any CDO senior tranches are outstanding, the holders thereof generally will be entitled to determine the remedies to be exercised under the instrument governing the CDO. Remedies pursued by such holders could be adverse to the interests of the holders of any related subordinated CDO debt and/or the holders of the related CDO equity, as applicable. Mandatory Redemption of CDO Senior Tranches and CDO Debt. Under certain circumstances, cash flows from CDO Collateral that otherwise would have been paid to the holders of any related CDO debt and the related CDO equity will be used to redeem the related CDO senior tranches. This could result in an elimination, deferral or reduction in the interest payments, principal repayments or other payments made to the holders of such CDO debt or such CDO equity, which could adversely impact the returns to the holders of such CDO debt or such CDO equity. Optional Redemption of CDO Senior Tranches and CDO Debt. An optional redemption of a CDO could require the collateral or portfolio manager of the related CDO to liquidate positions more rapidly than would otherwise be desirable, which could adversely affect the realized value of the items of CDO Collateral sold (and which in turn could adversely impact the holders of any related CDO debt, and/or the holders of the related CDO equity). ABS and MBS Generally. The investment characteristics of ABS and mortgage-backed securities (“MBS”) differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying loans or other assets generally may be prepaid at any time. ABS and MBS Subordinated Securities. Investments in subordinated MBS and ABS involve greater credit risk of default than the senior classes of the issue or series. Default risks may be further pronounced in the case of MBS and ABS secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying loans. Certain subordinated securities absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement or equity. Such securities, therefore, possess some of the attributes typically associated with equity investments. Commercial MBS. Mortgage loans on commercial properties often are structured so that a substantial portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore, the unavailability of real estate financing may lead to default. Most commercial mortgage loans underlying MBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower’s as please register to get more info

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 (any such event, an “Item 9 Event”). Please note that Solus’ Form ADV Part 1A, which can be accessed through the SEC website, www.adviserinfo.sec.gov/IAPD, discloses a Solus regulatory event that is not an Item 9 Event. please register to get more info

A. 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 or the general partner (as the case may be) of the Domestic Hedge Funds. Solus Advisors LLC serves as the special shareholder of Sola Intermediate Fund Ltd, and Solus PE GP LLC serves as special member/shareholder to Solus LLC and 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 Carried Interest are made by certain Solus Clients including the Domestic Hedge Funds and the Long-Term Opportunities Funds to Solus Advisors LLC and Solus Long-Term Opportunities GP LLC (as applicable and respectively), while Management Fees charged to such Clients are generally paid to Solus. Solus Senior High Income GP LLC serves as general partner to the Solus Senior High Income Funds. 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. please register to get more info

TRANSACTIONS AND PERSONAL TRADING
A. Code of Ethics Solus has adopted a Code of Ethics (“Code”) pursuant to Rule 204A-1 under the Investment Advisors 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, Solus and Solus’ personnel may 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 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 may also have ongoing 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 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 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 [email protected]. 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 may direct 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 (for example, the last sales price on the exchange where the security is primarily traded as of the close of business) 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 (e.g., volume weighted average price) based upon the principles of fairness to both Clients.
2. Principal Transactions
To the extent that any such cross transaction may be viewed as 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 may from time to time make personal investments in securities or instruments in which Solus invests its Clients’ assets. Solus and its personnel 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, 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 Client. Potential conflicts also may arise due to the facts that:  Solus and its personnel may have investments in some Clients but not in others or may have different levels of investments in the various Clients; and  Clients may pay different levels of fees to Solus.

In addition, Solus 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 may not hold the same securities or instruments or achieve the same performance. Solus also may advise 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’ personnel or affiliates may also have ongoing 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 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 may acquire 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. please register to get more info

A. 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 soft dollars but has the right to do so. If Solus uses soft dollars, 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” 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 the Securities Exchange Act of 1934, as amended. Under Section 28(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 non-research 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 Fund 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 Funds. 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 may assist Solus in raising Client capital and thus poses 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 broker- dealers for the Funds 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.
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 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 may give 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 may be 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. please register to get more info

Solus’ CIO, Portfolio Managers, Chief Risk Officer/Chief Operating Officer 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 most of its Clients and investors in the Funds within 120 days of the applicable Client’s fiscal year end. In addition, Solus personnel may participate in monthly portfolio reviews with investors in the Funds. please register to get more info

Solus does not receive any economic benefit from non-clients in connection with giving advice to Clients. Solus has engaged one or more placement agents to obtain investor referrals to Solus Fund Clients. Such placement agents receive a portion of the management fee and/or incentive compensation associated with such referred investors. Please note that Solus’ Form ADV Part 1A, which can be accessed through the SEC website, www.adviserinfo.sec.gov/IAPD, contains additional information about placement agents used by Solus. please register to get more info

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 brokers used by Solus on behalf of its Funds include Goldman Sachs & Co. LLC, Barclays Capital Inc., Pershing LLC and Merrill Lynch Professional Clearing Corp. 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. Generally, Solus Fund Clients are subject to an annual audit by an independent public accountant prepared in accordance with generally accepted accounting principles except with respect to certain of the LTO Funds that underwent an accounting of client securities. 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. please register to get more info

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). 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. please register to get more info

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 voting would be inappropriate. 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 [email protected]. To the extent that Solus does not have authority to vote proxies on behalf of a Solus- advised Managed Account, such Managed Account retains the responsibility for receiving and voting proxies for any and all securities maintained in its portfolio. please register to get more info

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. please register to get more info