HG Vora Capital Management, LLC

Description HG Vora commenced operations in April 2009. We were established to provide investment management services primarily to pooled investment vehicles. Our principal owner is Parag Vora (the “Principal”). Types of Advisory Services We are an investment management firm focused on event driven and value oriented strategies. We invest primarily in actively traded debt and equity instruments on a long and short basis. We also invest in less liquid opportunities for certain clients. We currently provide discretionary investment advisory services to twelve pooled investment vehicles (each, a “Fund” and collectively, the “Funds”). The Funds include: • • •

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HG Vora Special Opportunities Fund LP, a Delaware limited partnership (the “Special Opportunities Onshore Feeder”); HG Vora Special Opportunities Fund, Ltd., a Cayman Islands exempted company (the “Special Opportunities Offshore Feeder”, and together with the Special Opportunities Onshore Feeder, the “Special Opportunities Feeders”); HG Vora Special Opportunities Master Fund, Ltd., a Cayman Islands exempted company (the “Special Opportunities Master Fund I”), and HG Vora Special Opportunities Master Fund II, Ltd., a Cayman Islands exempted company (the “Special Opportunities Master Fund II”, and collectively with the Special Opportunities Master Fund I, the “Special Opportunities Master Fund”, and collectively with the Special Opportunities Feeders, the “Special Opportunities Fund”), which serve as the master funds with an actively managed portfolio into which the Special Opportunities Offshore Feeder invests all of its investable assets, and the Special Opportunities Onshore Feeder invests substantially all of its assets. During 2026, (i) the Special Opportunities Feeders will cease to further invest in the Special Opportunities Master Fund I and will instead invest substantially all of their investable assets in the Special Opportunities Master Fund II, and (ii) the Special Opportunities Master Fund I will begin to be liquidated; HG Vora Opportunistic Capital Fund LP, a Delaware limited partnership (the “Opportunistic Capital Onshore Feeder”); HG Vora Opportunistic Capital Fund (Cayman) LP, a Cayman Islands exempted limited partnership (the “Opportunistic Capital Offshore Feeder”, and together with the Opportunistic Capital Onshore Feeder, the “Opportunistic Capital Feeders”); HG Vora Opportunistic Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Opportunistic Capital Master Fund”, and collectively with the Opportunistic Capital Feeders, the “Opportunistic Capital Fund”), which serves as the master fund with a managed portfolio into which the Opportunistic Capital Feeders invest all of their respective investable assets; HG Vora Opportunistic Capital Fund II, LP, a Delaware limited partnership (the “Opportunistic Capital II Onshore Feeder”); HG Vora Opportunistic Capital Fund (Cayman) II LP, a Cayman Islands exempted limited partnership (the “Opportunistic Capital II Offshore Feeder”, and together with the Opportunistic Capital II Onshore Feeder, the “Opportunistic Capital II Feeders”); HG Vora Opportunistic Capital Master Fund II LP, a Cayman Islands exempted limited partnership (the “Opportunistic Capital II Master Fund”, and collectively with the Opportunistic Capital II Feeders, the “Opportunistic Capital II Fund”), which serves as the master fund with a managed portfolio into which the Opportunistic Capital II Feeders invest all of their respective investable assets;

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HGV ICAV, an Irish Variable Capital Collective Investment Corporate Body (the “ICAV”); HGV OCF (Cayman) III A-1 LP and HGV OCF (Cayman) III B-1 LP, each a Cayman Islands exempted limited partnership (the “Intermediate Funds”); HG Vora Opportunistic Capital Fund III A, LP, a Delaware limited partnership, HG Vora Opportunistic Capital Fund III B, LP, a Delaware limited partnership, and HG Vora Opportunistic Capital Fund III B Rated Feeder LP (the “Opportunistic Capital III Onshore Feeders”); HG Vora Opportunistic Capital Fund (Cayman) III A LP and HG Vora Opportunistic Capital Fund (Cayman) III B LP, each a Cayman Islands exempted limited partnership (the “Opportunistic Capital III Offshore Feeders,” and together with the Opportunistic Capital III Onshore Feeders, the “Opportunistic Capital III Feeders”); HG Vora Opportunistic Capital Master Fund III A LP and HG Vora Opportunistic Capital Master Fund III B LP, each a Cayman Islands exempted limited partnership (the “Opportunistic Capital III Master Funds”, and collectively with the Opportunistic Capital III Feeders, the Intermediate Funds, and the ICAV, the “Opportunistic Capital III Fund”), which serve as the master funds with a managed portfolio into which the Opportunistic Capital III Feeders invest all of their respective investable assets; Downriver Series LP, a Delaware series limited partnership (the “Downriver Onshore Feeder”); Downriver SPC Ltd., a Cayman Islands exempted segregated portfolio company (the “Downriver Offshore Feeder”, and together with the Downriver Onshore Feeder, the “Downriver Feeders”); and Downriver Master Fund SPC Ltd., a Cayman Islands exempted segregated portfolio company (the “Downriver Master Fund”, and collectively with the Downriver Feeders, the “Downriver Fund”), which serves as the master fund with segregated portfolios comprising managed portfolios into which the corresponding series of the Downriver Onshore Feeder and the corresponding segregated portfolio of the Downriver Offshore Feeder invest all of their respective investable assets. SOF SPV Onshore (Cayman) Ltd., a Cayman Islands exempted company, and SOF SPV Offshore (Cayman) Ltd., a Cayman Islands exempted company, which were owned by Special Opportunities Master Fund II as of December 31, 2025, and held no assets. They will become standalone funds in January 2026 and be owned directly by their investors.

The General Partner of the Special Opportunities Onshore Feeder is HG Vora (GP) LLC (the “Special Opportunities GP”), the General Partner of the Downriver Onshore Feeder is Downriver (GP) LLC (the “Downriver GP”), the General Partner of each entity in the Opportunistic Capital Fund is HG Vora Opportunistic Capital (GP) LLC (the “Opportunistic Capital GP”), the General Partner of each entity in the Opportunistic Capital II Fund is HG Vora Opportunistic Capital (GP) II LLC (the “Opportunistic Capital II GP”), and the General Partner of each entity in the Opportunistic Capital III Fund (with the exception of the ICAV) is HGV OCF GP (Cayman) III Ltd. (the “Opportunistic Capital III GP”). The Downriver Fund is organized as a segregated portfolio platform through which investors will be offered the opportunity to participate in particular co-investment and/or special-situation opportunities. Each of the Downriver Feeders creates a separate series of interests or a segregated portfolio of shares, as applicable, for each investment opportunity, and these series and segregated portfolios invest all of their investable assets in a corresponding segregated portfolio of the Downriver Master Fund. The Downriver Feeders previously offered one series of interests/shares (Downriver Series LP – Segregated Portfolio A and Downriver SPC Ltd., for and on behalf of its Segregated Portfolio A) corresponding to one segregated portfolio of the Downriver Master Fund (collectively, “Downriver Series A”). Downriver Series A was wound down in 2021. The Downriver Feeders offered a second series of interests/shares

(Downriver Series LP – Segregated Portfolio B and Downriver SPC Ltd., for and on behalf of its Segregated Portfolio B) corresponding to one segregated portfolio of the Downriver Master Fund (collectively, “Downriver Series B”). The Downriver Onshore Feeder offered a third series of interests/shares (Downriver Series LP – Segregated Portfolio C) that owned assets directly and did not have a corresponding segregated portfolio of the Downriver Master Fund (collectively, “Downriver Series C”). The Downriver Onshore Feeder offered a third series of interests/shares (Downriver Series LP – Segregated Portfolio D) that owned assets directly and did not have a corresponding segregated portfolio of the Downriver Master Fund (collectively, “Downriver Series D”). Downriver Series D was dormant as of December 31, 2025, and received initial funding on March 27, 2026. When the Downriver Fund offers additional segregated portfolios, each such segregated portfolio will be treated as a separate private fund client. All investment portfolios are managed in accordance with each respective private fund client’s confidential private offering memorandum and/or confidential explanatory memorandum and memorandum and articles of associated or limited partnership agreement, as applicable (“Offering Documents”). HG Vora does not tailor advisory services to the individual or particular needs of the investors in the Funds. Information about the Funds, including their investment objectives and strategies, is set forth in their respective Offering Documents. We have broad investment authority with respect to the Funds and since we do not provide individualized advice to the Funds’ investors, such investors should consider whether the investment objectives of the Funds are in line with their individual objectives and risk tolerance prior to investment. We also provide investment advisory services to separately managed accounts (the “Managed Accounts”). These advisory services are tailored based on each individual client’s needs pursuant to a written investment management agreement, which may contain restrictions on our ability to invest in certain securities or types of securities. As used herein, the term “client” generally refers to each Fund and each beneficial owner of a Managed Account. Wrap Fee Programs We do not participate in any wrap fee program. Assets Under Discretionary and Non-Discretionary Management As of December 31, 2025, we had regulatory assets under management managed on a discretionary basis of approximately $5,870,758,239. As of December 31, 2025, we had regulatory assets under management managed on a non-discretionary basis of approximately $ 1,822,734.

Description 1. Special Opportunities Onshore Feeder a. Management Fee Generally, the Special Opportunities Onshore Feeder pays HG Vora a fee for investment management services (the “Management Fee”) calculated at the monthly rate of 0.125% per month (1.5% annually) of the value of each investor’s capital account. The Management Fee will be paid by the Special Opportunities Onshore Feeder quarterly in advance based on the value of each investor’s capital account as of the first day of each calendar quarter and is accrued monthly on each investor’s capital account without the accrual of incentive allocation, if any; provided, however, that in the case of a contribution occurring during a calendar quarter, the applicable Management Fee will be paid by the Special Opportunities Onshore Feeder as of the first day of the subsequent calendar quarter. In the case of a withdrawal occurring during a calendar quarter, any Management Fee previously paid after the relevant withdrawal date will be refunded to the Special Opportunities Onshore Feeder for the benefit of the relevant investor. The Special Opportunities GP, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee for investors that are members, employees or affiliates of the Special Opportunities GP or HG Vora, relatives of such persons and certain other investors. The Special Opportunities GP may, without the consent of the investors, cause the Management Fee to be charged to and paid by the Special Opportunities Master Fund instead of the Special Opportunities Onshore Feeder. To the extent the Management Fee is paid at the Special Opportunities Master Fund level, no Management Fee will be paid at the Special Opportunities Onshore Feeder level. b. Incentive Allocation Subject to a loss carryforward mechanism (also known as a highwater mark), at the end of each fiscal year an aggregate amount equal to 20% of the net profits (including realized and unrealized gains and losses on investments, subject to certain exceptions), if any, allocable to each investor’s capital account generally will be reallocated to the capital account of the Special Opportunities GP and to certain other individuals or entities (the “Incentive Allocation”). In the event that an investor withdraws capital or is required to retire at any time other than at the end of a fiscal year, such deduction will be made with respect to such investor as though it were being made at the end of a fiscal year. The Special Opportunities GP, in its sole discretion, may waive or modify, and has waived or modified, the Incentive Allocation for investors that are members, employees or affiliates of the Special Opportunities GP or HG Vora, relatives of such persons and certain other investors. The Special Opportunities GP may, without the consent of the investors, cause the Incentive Allocation to be made at the Special Opportunities Master Fund level. To the extent that the Incentive Allocation is made at the Special Opportunities Master Fund level, no Incentive Allocation will be made at the Special Opportunities Onshore Feeder level. 2. Special Opportunities Offshore Feeder a. Management Fee Generally, the Special Opportunities Offshore Feeder pays HG Vora a Management Fee calculated at the monthly rate of 0.125% per month (1.5% annually) of the net assets of the Special Opportunities Offshore Feeder attributable to each investor’s shares. The Management Fee will be paid by the Special Opportunities Offshore Feeder quarterly in advance based on the value of the net assets of the Special Opportunities Offshore Feeder as of the first day of each calendar quarter and is accrued monthly based on

the net asset value of the Special Opportunities Offshore Feeder attributable to each investor’s shares without the accrual of Incentive Allocation, if any; provided, however, that in the case of a subscription occurring during a calendar quarter, the applicable Management Fee will be paid by the Special Opportunities Offshore Feeder as of the first day of the subsequent calendar quarter. In the case of a redemption occurring during a calendar quarter, any Management Fee previously paid after the relevant redemption date will be refunded to the Special Opportunities Offshore Feeder for the benefit of the relevant investor. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. HG Vora may, without the consent of the investors, cause the Management Fee to be charged to and paid by the Special Opportunities Master Fund instead of the Special Opportunities Offshore Feeder. To the extent the Management Fee is paid at the Special Opportunities Master Fund level, no Management Fee will be paid at the Special Opportunities Offshore Feeder level. b. Incentive Allocation The Special Opportunities GP will receive at the Special Opportunities Master Fund level an annual Incentive Allocation in an aggregate amount equal to 20% of the net profits (including realized and unrealized gains and losses on investments, subject to certain exceptions), if any, at the end of the fiscal year, attributable to the shares of the Special Opportunities Offshore Feeder, subject to a loss carryforward mechanism (also known as a highwater mark). For this purpose, net profits will be reduced by the Management Fee and will take into account all items of income, loss and expense incurred by the Special Opportunities Offshore Feeder. Since the Incentive Allocation will be allocated at the Special Opportunities Master Fund level, no Incentive Allocation or incentive fee will be charged or made at the Special Opportunities Offshore Feeder level. HG Vora may waive or modify, and has waived or modified, the Incentive Allocation for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. HG Vora may, without the consent of the investors, cause the Incentive Allocation to be made at the Special Opportunities Offshore Feeder level. 3. The Opportunistic Capital Fund a. Management Fee Generally, the Opportunistic Capital Feeders pay HG Vora a Management Fee quarterly in advance in respect of each investor. The Management Fee with respect to an investor shall equal 0.375% (or 1.5% annualized) multiplied by the net asset value of such investor’s capital account. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. The Opportunistic Capital GP will not be subject to any Management Fee. b. Carried Interest The Opportunistic Capital Fund will make carried interest distributions (“Carried Interest”) to the Opportunistic Capital GP after investments have been realized. The Carried Interest will generally equal 20% of the remaining net proceeds attributable to the disposition of an investment, and any dividends or interest income received with respect to such investment, after (i) payment of Opportunistic Capital Fund expenses, provision for certain reserves, and retention of certain proceeds and interest income for reinvestment, (ii) distributions to each investor equal to the cumulative amount of capital contributions made by such investor, and (iii) distributions to each investor sufficient to provide such investor with a

preferred return, compounded annually, on such investor's aggregate capital contributions, subject to an Opportunistic Capital GP catch-up. The Carried Interest borne by an investor will be allocated to the Opportunistic Capital GP’s capital account in the Opportunistic Capital Master Fund and accounted for in the sub-account at the Opportunistic Capital Master Fund which corresponds to the investor’s capital account at the applicable Opportunistic Capital Feeder. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Carried Interest distributable to the Opportunistic Capital GP for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. 4. The Opportunistic Capital II Fund a. Management Fee Generally, the Opportunistic Capital II Feeders pay HG Vora a Management Fee quarterly in advance in respect of each investor. The Management Fee with respect to an investor shall equal 0.375% (or 1.5% annualized) multiplied by the net asset value of such investor’s capital account. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. The Opportunistic Capital II GP will not be subject to any Management Fee. b. Carried Interest The Opportunistic Capital II Fund will make carried interest distributions (“Carried Interest”) to the Opportunistic Capital II GP after investments have been realized. The Carried Interest will generally equal 20% of the remaining net proceeds attributable to the disposition of an investment, and any dividends or interest income received with respect to such investment, after (i) payment of Opportunistic Capital II Fund expenses, provision for certain reserves, and retention of certain proceeds and interest income for reinvestment, (ii) distributions to each investor equal to the cumulative amount of capital contributions made by such investor, and (iii) distributions to each investor sufficient to provide such investor with a preferred return, compounded annually, on such investor's aggregate capital contributions, subject to an Opportunistic Capital II GP catch-up. The Carried Interest borne by an investor will be allocated to the Opportunistic Capital II GP’s capital account in the Opportunistic Capital II Master Fund and accounted for in the sub-account at the Opportunistic Capital II Master Fund which corresponds to the investor’s capital account at the applicable Opportunistic Capital II Feeder. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Carried Interest distributable to the Opportunistic Capital II GP for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors. 5. The Opportunistic Capital III Fund a. Management Fee Generally, the Opportunistic Capital III Feeders pay HG Vora a Management Fee quarterly in advance in respect of each investor. The Management Fee with respect to an investor shall equal 0.375% (or 1.5% annualized) multiplied by the net asset value of such investor’s capital account. HG Vora, in its sole discretion, may waive or modify, and has waived or modified, the Management Fee for investors that are members, employees or affiliates of HG Vora, relatives of such persons and certain other investors.

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Methods of Analysis We base our investment decisions on fundamental and comprehensive research and analysis. We use a variety of resources and services to refine our investment ideas, which may include, among others, fundamental credit analysis, detailed analysis of financial statements and development of financial projections, meetings with company management, company and analyst conference calls, industry research, analysis of documents (including credit agreements, bond indentures, intercreditor agreements, and court filings) and the use of outside legal counsel to determine the validity and ranking of various claims where necessary. We also closely monitor potential events such as restructurings, changes in capital structure, regulatory changes, industry trends and transitions, and merger and consolidation transactions. Investment Strategies Generally, our investment objective is to generate attractive risk adjusted absolute returns while limiting overall portfolio volatility and preserving capital in times of adverse market conditions. We seek to achieve this objective by opportunistically investing in actively traded equity and debt instruments on a long and short basis. We make use of our investment team, industry expertise and experience in complex situations to identify event-driven and value-oriented opportunities. We have extensive experience investing in certain sectors, including but not limited to gaming, lodging, leisure, real estate, retail and consumer, specialty finance, travel and other related sectors. We typically invest in businesses that may be characterized by an over leveraged balance sheet, operational challenges or may be undergoing a restructuring or some other form of strategic change. Our primary focus is on North American securities, but may include Europe, Asia and other non-U.S. markets. With respect to the Opportunistic Capital Fund and Opportunistic Capital II Fund, our investment objective is to seek attractive, risk-adjusted returns by primarily investing in less liquid opportunities in a concentrated portfolio. For the Opportunistic Capital Fund and Opportunistic Capital II Fund, we seeks to exploit valuation inefficiencies in companies that are complex, misunderstood or underfollowed. These investments often are in businesses that may be characterized by an over-leveraged balance sheet, have operational challenges or be undergoing a restructuring or some other form of strategic change. We expect to cause the Opportunistic Capital Fund and Opportunistic Capital II Fund to invest primarily in negotiated financings and distressed securities and opportunistically capitalize on market dislocations when they occur. The strategy mix will vary depending on the opportunity set and market cycle as portfolio construction is driven by bottom-up research and an idiosyncratic approach to security selection. With respect to the Downriver Fund, each segregated portfolio is anticipated to consist of a single investment opportunity (which opportunity may be comprised of one or more investment positions). Downriver Series A invested in a portion of a syndicated secured corporate loan and is currently in the process of winding down. Investment opportunities that may be offered by additional segregated portfolios are expected to include U.S. public equities, non-U.S. public equities, high-yield bonds and bank debt. However, the Downriver Fund’s segregated portfolios may pursue any type of investment opportunity. Investment opportunities may involve a wide range of trading strategies, and we may use aggressive investment techniques for investment or hedging purposes, including, for example, leverage, short sales, options and other derivatives. We believe that environmental, social and governance (“ESG”) issues can increase the regulatory, reputational, and operational risks of the companies in which our clients invest, and therefore may directly affect the performance of such investments. We have adopted an ESG policy to integrate the consideration of ESG factors into our investment process in a manner consistent with our duty to maximize the riskadjusted returns for our clients. The Adviser will consider ESG factors that are material to the long-term

success of its investments during the initial and ongoing due diligence of its prospective and existing investments to the extent reasonably practical. The Adviser may consider, among other things: (i) environmental factors such as emissions, climate risk (physical and transition) waste generation and reduction practices, environmental pollution, resource conservation, natural capital risks, renewable fuel usage, and energy management; (ii) social factors such as labor practices, working conditions, worker health and safety, community and employee relations, product quality and safety, data security and customer privacy, and adherence with applicable anti-bribery, money-laundering, equal employment, and other relevant laws; and (iii) governance factors such as shareholder rights, internal controls, executive compensation, transparency, risk management, board composition and independence, mitigation of conflicts of interest, and legal and regulatory compliance. The extent of the due diligence undertaken by the Adviser with respect to ESG issues will vary depending on the nature of the relevant company (e.g., location, industry, size), the size and nature of the investment, and the amount of information that is publicly available about the company. In all cases, the Adviser’s due diligence regarding ESG issues will be undertaken with a view towards assessing whether the relevant investment will generate attractive riskadjusted returns. Risk of Loss Listed below is a summary of the material risks involved in connection with our methods of analysis and investment strategies. The discussion of material risks provided below is not meant to be a complete description of risks that may be applicable to us. While many of the risks discussed below are applicable to all clients advised by us, certain of the risks described herein apply to specific clients only. For a more detailed discussion of the material risks, please refer to the relevant Fund’s Offering Documents. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund’s Offering Documents. Nature of Investments. We have broad discretion in making investments for our private fund clients. Investments may consist of multi-asset emerging market investments and other financial instruments in fixed income, currency, commodity, equity and related derivative markets that may be affected by, among other things, business, financial market or legal uncertainties. We can provide no assurance that we will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of our clients’ activities and the value of their investments. Non-U.S. Securities. Investing in securities of non-U.S. governments and companies that are generally denominated in non-U.S. currencies and utilization of options on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States Government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Equity Securities. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, our clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from our expectations or if equity markets generally move in a single direction and we have not hedged against such a general move. Our clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted

securities for public resale. In particular, investments in the private equity of companies at an early stage of development involves a high degree of business and financial risk. Early-stage companies with little or no operating history may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period or may operate at a loss. Although we may seek protective provisions, including, possibly, board representation, in connection with certain private equity investments, to the extent our clients take minority positions in companies in which they invest, we may not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect its position in such companies. In the case of a highly leveraged company that cannot generate adequate cash flow to meet debt service, clients may suffer a partial or total loss of capital invested in the company, which, depending on the size of the clients’ investments, could adversely affect the return on the capital of the clients. American Depositary Receipts and Global Depositary Receipts. American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by non-U.S. issuers and may be listed on a national securities exchange or traded in the OTC market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded securities that are traded on non-U.S. stock exchanges or non-U.S. OTC markets. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks, as well as a range of other potential risks relating to the underlying shares, which could include confiscatory taxation, imposition of withholding or other taxes on dividends, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information and voting rights may be available regarding the underlying shares of ADRs and GDRs, and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Convertible Securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a client is called for redemption, the client will be required to permit the issuer to withdraw the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the client’s ability to achieve its investment objective. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory withdrawal provisions. Structured Finance Securities. Investments may consist of structured finance securities such as, for example, equipment trust certificates, collateralized mortgage obligations, collateralized debt obligations, collateralized bond obligations, collateralized loan obligations or similar instruments. Structured finance securities may present risks similar to those of the other types of investments in which we may invest and, in fact, such risks may be of greater significance in the case of structured finance securities. Moreover, investing in structured finance securities may entail a variety of unique risks. Among other risks, structured finance securities may be subject to prepayment risk. In addition, the

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We provide advisory services to pooled investment vehicles which generally operate as exempt investment companies under the Investment Company Act of 1940, as amended. The minimum investment in certain of the Funds is typically $5,000,000, although we (and our affiliates) maintain discretion to waive, increase or reduce the minimum investment required. We also provide advisory services to individual investors or institutional clients through Managed Accounts. We may impose minimum account requirements on Managed Accounts. Any such minimum would be described in the written investment management agreement entered into by and between us and the client. In the event that minimum requirements are imposed, we would expect that such requirements would be based on, among other factors, the investment strategy used and the time and resources allocated to the client.

As described above under Item 5 – Fees and Compensation, we receive both asset-based Management Fees and performance-based fees (i.e., Incentive Allocations or Carried Interest) from our private fund clients. This arrangement creates an incentive for us to recommend investments that are riskier or more speculative than would be the case in the absence of such performance-based fees. Investors in the Funds are provided with disclosures contained in their respective Offering Documents relating to the performance-based fees payable to us and the risks associated with their investment in the Funds. HG Vora and its affiliates accept performance-based fees from certain clients. However, performancebased compensation is not accepted from all clients in all circumstances. The variation of performancebased compensation structures among HG Vora’s clients creates an incentive for HG Vora to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that pay or allocate performance-based compensation. HG Vora 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. For a further description of such allocation policies and procedures, see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. We do not currently have any side-by-side management arrangements.

Broker-Dealer Registration Neither HG Vora nor our management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither HG Vora nor our management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Related Person Arrangements The Special Opportunities GP, Opportunistic Capital GP, Opportunistic Capital II GP, HGV OCF SLP III LLC, HGV OCF (Cayman) SLP III Ltd, and Downriver GP serve as the general partner of, or otherwise provide services to, certain of the Funds and in that capacity receive performance-based Incentive Allocations or Carried Interest from such Funds. Except as noted above, neither HG Vora nor any of its management persons have affiliations with brokerdealers, municipal securities dealers, government securities dealers, investment companies or other pooled investment vehicles, other investment advisers or financial planners, futures commission merchants, registered commodity pool operators, registered commodity trading advisors, banking or thrift institutions, accountants or accounting firms, lawyers, law firms, insurance agencies or companies, pension consultants, real estate brokers or dealers or other sponsors or syndicators of limited partnerships. Arrangements with Other Investment Advisers HG Vora does not recommend or select other investment advisers for our clients.

Code of Ethics We have adopted a Code of Ethics (the “Code”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The purpose of the Code is to set forth certain key guidelines that have been adopted by us and to specify the responsibility of our personnel to act in accordance with their fiduciary duty to our clients and to comply with applicable federal and state laws and regulations. The Code requires that all employees conduct themselves in accordance with the highest ethical standards, which should be premised on the concepts of integrity, honesty and trust. A copy of the Code is available to clients or prospective clients upon request. The following is a summary of certain provisions of the Code. 1. Fiduciary Duty and Conflicts of Interest Both we and our employees have a fiduciary duty to our clients to act for the benefit of our clients and to take action on the clients’ behalf before taking action in the interest of any employees or the firm. Both we and our employees must act for the clients’ benefit and treat the clients fairly. The manner in which any employee discharges its fiduciary duty and addresses a conflict of interest depends on the circumstances. The Code requires all employees to consult with Chief Compliance Officer to determine the appropriate resolution to any perceived conflict of interest. 2. Personal Trading We have adopted a policy with respect to buying and selling securities by our employees. The policy includes any securities account in which the employee (or their spouse or children living in the same household): (a) exercises investment discretion; (b) is listed on the account; or (c) is a current beneficiary. Personal securities trades must be pre-cleared with the Chief Compliance Officer with certain limited exceptions. All our employees must either (a) direct their brokers to send duplicate copies of trade confirmations and periodic account statements to the Chief Compliance Officer or (b) use our IT-based compliance solution that can be used to monitor compliance with the foregoing policies. 3. Privacy Policy We have a fiduciary duty to our clients not to divulge or misuse information obtained in connection with our services as an adviser. Therefore, all information, whether of a personal or business nature, that an employee obtains about a client’s affairs in the course of employment should be treated as confidential and used only to provide services to or otherwise to the benefit of the client. Such information may sometimes include information about non clients, and that information should likewise be held in confidence. Even the fact that we advise a particular client should ordinarily be treated as confidential. The Code sets forth steps that employees should take to help preserve confidential information. 4. Prohibition on Disclosure of Material, Nonpublic Information In addition to the policies contained in our Code, we have also established policies and procedures to prevent the misuse of material non-public information (“MNPI”). Pursuant to these policies and procedures, all employees are strictly prohibited from purchasing or selling, either personally or on behalf of others, including clients, any security on the basis of MNPI in violation of law. Employees are also strictly prohibited from communicating MNPI to any person in violation of law. Whenever employees come into possession of what they believe may be MNPI, they must immediately notify the Chief Compliance Officer. The Chief Compliance Officer maintains a list of all issuers about which we have MNPI and circulates such list to our staff so as to prevent any trading in securities of such issuers.

Investment in Securities that HG Vora or a Related Person Recommends to Clients Absent prior approval from the Chief Compliance Officer, neither we nor our related persons are permitted to purchase or trade, for our personal accounts, securities that a client owns or is in the process of buying or selling, or that we are considering buying or selling for a client. Securities that HG Vora or a Related Person Has a Material Financial Interest 1. Cross Trades and Principal Transactions HG Vora has adopted written policies that, among other things, prohibit it from knowingly selling any security to, or purchasing any security from, a client while acting as principal for its own account. This policy further prohibits HG Vora from engaging in any agency cross transactions (i.e., any transaction in which HG Vora or an affiliate acts as the broker for both the seller and purchaser of a security). HG Vora may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If HG Vora decides to engage in a Cross Trade, HG Vora will determine that the trade is in the best interests of each client involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. Specifically, HG Vora executes Cross Trades with the assistance of a broker-dealer who generally executes and books the transaction at the close of the market on the day of the transaction or at a price that is otherwise reflective of market value. Conflicts of Interest Created by Contemporaneous Trading HG Vora manages investments on behalf of a number of clients. Certain clients have investment programs that are similar or overlap and, therefore, participate with each other in investments when appropriate. It is HG Vora’s policy that no client for whom we have investment-decision responsibility will receive preferential treatment over any other client. In allocating securities and aggregating trades among clients, it will be HG Vora’s policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equivalent treatment. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate. HG Vora may take the following factors into account in allocating securities among clients: (i) each client’s investment objective and strategies; (ii) each client’s risk profile; (iii) each client’s tax status; (iv) any restrictions placed on a client’s portfolio by the client or by virtue of federal or state law; (v) the size of the client; (vi) the total portfolio invested position; (vii) the nature of the security to be allocated; (viii) the size of the available position; (ix) the supply or demand for a security at a given price; (x) current market conditions; (xi) the timing of cash flows and client liquidity; and (xii) any other information determined to be relevant to the fair allocation of securities. HG Vora will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, any particular client solely because HG Vora purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to, another client. Simultaneous identical portfolio transactions for multiple clients may tend to decrease the prices received, and increase the prices required to be paid, by the clients for their portfolio sales and purchases. Where less than the maximum desired number of shares of a particular security to be purchased is available at a favorable price, the shares purchased will be allocated among clients in an equitable manner as determined by HG Vora. Further, it may not always be possible or consistent with the investment objectives of each client for the same investment positions to be taken or liquidated at the same time or at

the same price. As a result, certain trades in the same security for one account (including an account in which HG Vora and its personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another account, and certain orders may not be filled entirely or at all. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. However, all transactions will be made on a “best execution” basis.

Selecting Brokerage Firms We have discretion to determine the broker(s) or dealer(s) to be used to execute securities transactions for the Funds. In doing so, will seek to obtain the best execution possible for the client. While a primary criterion for all transactions in portfolio securities is the execution of orders at the most favorable net price under the circumstances, numerous additional factors relevant to execution capabilities are considered when arranging for the purchase and sale of positions, including the importance to the account of speed, efficiency or confidentiality, the broker dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold, quotation services and any other matters we deem relevant to the selection of a broker-dealer for a particular portfolio transaction of the account. Research and Other Soft Dollar Benefits While HG Vora currently does not use commissions or “soft dollars” to obtain research and brokerage services, HG Vora may, in the future, pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. HG Vora will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). HG Vora believes it is important to its investment decision-making processes to have access to independent research. Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Except for services that would be a client expense or as otherwise described below, HG Vora will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e)’s safe harbor and in a manner that is consistent with prevailing SEC guidance regarding Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The use of commissions arising from a client’s investment transactions for services other than research and brokerage will be limited to services that would otherwise be a client expense. The use of commissions to obtain such other services would be outside the parameters of Section 28(e). In some instances, HG Vora may receive a product or service that may be used only partially for functions within Section 28(e) (e.g. an order management system, trade analytical software or proxy services). In such instances, HG Vora will make a good faith effort to determine the relative proportion of the product or

service used to assist HG Vora in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting HG Vora in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by HG Vora from its own resources. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of HG Vora’s allocation of the costs of such benefits and services between those that primarily benefit HG Vora and those that primarily benefit the clients. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by a particular client may be used by HG Vora to service one or more clients, including clients that may not have paid for the soft dollar benefits. HG Vora will not seek to allocate soft dollar benefits to clients in proportion to the soft dollar credits the clients generate. Research and brokerage services obtained by the use of commissions arising from a client’s portfolio transactions may be used by HG Vora in its other investment activities and thus, such client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. When HG Vora uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, HG Vora receives a benefit because it does not have to produce or pay for such products or services. HG Vora may have an incentive to select or recommend a broker-dealer based on HG Vora’s interest in receiving research or other products or services, rather than on a client’s interest in receiving most favorable execution. At least annually, HG Vora considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer 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. In no case will HG Vora make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Brokerage for Client Referrals We do not consider the prospect of receiving or the receipt of client referrals when selecting or recommending broker-dealers for client securities transactions. Directed Brokerage We generally do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. However, our agreements with Managed Account clients may permit them to direct us to execute transactions through a specified broker-dealer. Order Aggregation If HG Vora determines that the purchase or sale of a security is appropriate with regard to multiple clients, HG Vora in certain circumstances will, but is not required to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When aggregating client orders, HG Vora will follow the following guidelines: (i) no client will be favored over any other client; (ii) unless the timing of market orders is

specified by HG Vora to be different among clients, each client that participates in an aggregated order will participate at the average share price for all HG Vora’s transactions in that security on a given business day (or such shorter period, as applicable) or as specified in these procedures, and transaction costs will be shared pro rata based on each client’s participation in the transaction; (iii) if the aggregated order is filled in its entirety, it will be allocated among accounts in accordance with HG Vora’s investment allocation policy; and (iv) if the aggregated order is partially filled, (a) for situations involving only discretionary clients, the order will generally be allocated among these clients pro rata based on their relative net asset values, or (b) for situations involving non-discretionary clients, such allocations will be made in accordance with HG Vora’s investment allocation policy. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by HG Vora. As a result, certain trades in the same security for one client (including a client in which HG Vora and its personnel 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.

Our prime brokers from time to time, pursuant to their internal practices and procedures, provide capital introductions to us with respect to the Funds. An increase in the size of the Funds may result in additional compensation to our prime brokers. We do not guarantee continued business arrangements with our prime brokers by virtue of capital introduction services provided to us, and the prospect of receiving capital introductions from a prime broker is not, and will not be, a primary consideration in determining whether to engage or retain their services. Other than as described above, we do not receive any economic benefit from any person who is not a client in connection with the provision of investment advice or advisory services to our clients. We have entered into, and in the future may enter into, contractual agreements with individuals and/or organizations (“Agents”) that solicit investors for the Funds. While the specific terms of each arrangement may differ, generally, an Agent’s compensation is based upon the value of assets referred by the Agent and managed by us. The Agent’s compensation does not increase the referred investor’s fees beyond that which we would otherwise charge the referred investor for its investment management services. The cost of these referral fees is paid entirely by us and is not borne by the referred investor.

On March 1, 2024, the SEC published an administrative order of settlement between it and the Firm (the “Order”) in which the Firm neither admitted nor denied the findings related to the timeliness of its Schedule 13D filing related to its shareholdings in a public company. The Order found that the Firm filed the required Schedule 13D disclosing a control purpose on May 13, 2022, but should have filed the form no later than May 6, 2022. The Firm consented to the entry of the settled administrative order finding violations of Section 13(d)(1) of the Securities Exchange Act of 1934 and Rule 13d-1 thereunder, and agreed to a cease-and-desist order against future violations of these provisions and a $950,000 penalty.

Our portfolio manager reviews our clients’ accounts on an ongoing basis. In addition to internal staff, there is an independent fund administrator (the “Administrator”) who is responsible for back office procedures and reporting for our clients. All trades are reconciled daily by our employees using our internal systems as well as the Administrator and Goldman Sachs & Co., Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co. LLC, The Bank of New York Mellon., and Bank of America, N.A., and (the “Prime Brokers and Custodians”). The financial statements of the Special Opportunities Fund and the Opportunistic Capital Fund are audited annually by KPMG LLP or KPMG (as applicable based upon the jurisdiction of the Fund), an independent public accountant. The financial statements of the Downriver Fund are audited annually by EisnerAmper LLP, an independent public accountant. Periodic Reviews Month-end reports are completed by each the Funds’ Administrator and are typically delivered to us within 7-8 business days after the end of the month. Our internal staff reviews and reconciles these month-end reports. Review Triggers On a daily basis, our internal staff reviews and reconciles all discrepancies between our internal records, and reports from third parties (e.g. reports from the Administrator, Prime Brokers and Custodians or other counterparties). Regular Reports We do not provide regular reports to our private fund clients, but the Administrator of each Fund sends each investor in the Funds an unaudited, written monthly statement detailing the increase or decrease in the net asset value of such investor’s account during the preceding month. We may supplement this information with written investor letters and summaries of the Funds’ performance, as well as such other information that we deem appropriate. In addition, as soon as practicable after the end of each fiscal year and no later than 120 days after the end of the fiscal year, each Fund furnishes to each investor its audited annual financial statements as of the end of that fiscal year. The contents and frequency of reports provided to our Managed Account clients may vary and would typically be detailed in the investment management agreement entered into by and between us and the client.

All funds and securities of our clients are held by a qualified custodian. All of our Funds are audited annually by an independent public accountant that is registered with and subject to regular inspection by the Public Company Accounting Oversight Board. In addition, audited financial statements are prepared for the Funds in accordance with generally accepted accounting principles in the United States and are sent to all of the Funds’ investors within one hundred twenty (120) days of the end of the Fund’s fiscal year. Investors in the Funds are encouraged to review these audited financial statements. HG Vora does not have custody of the funds and securities of certain Managed Accounts, and is therefore not required to comply with the Custody Rule with respect to such accounts.

Pursuant to the Funds’ Offering Documents, and in accordance with the investment management agreements entered into by us with such Funds, we are granted complete investment authority with respect to the types and amounts of all securities bought and sold by the Funds. Whether we are granted investment authority with respect to the types and amounts of securities sold or purchased by or on behalf of our Managed Account clients will depend on the terms of their respective investment management agreement.

Proxy Votes Our investment management agreements with our private fund clients grant us authority to cast all proxy votes on their behalf. Neither our private fund clients nor their investors have the ability to direct how we vote proxies. Authority to cast proxy votes on behalf of our Managed Account clients would typically be dictated by the terms of their respective Investment Management Agreement. We have adopted a proxy voting policy, as required by the Advisers Act. The policy provides that we will act in the best interests of our clients in determining whether and how to vote on any proxy voting matter. The proxy voting policy includes guidelines for the Chief Compliance Officer to follow if a material conflict arises between us and/or our employees and our clients to ensure any material conflict is addressed and mitigated. Conflicts of interest may arise between the interests of clients, on the one hand, and HG Vora or its affiliates, on the other hand. If HG Vora determines that it may have, or is perceived to have, a conflict of interest when voting proxies, HG Vora will vote in accordance with its proxy voting policies and procedures. Clients may obtain a copy of our proxy voting policy and information on how we voted by contacting our Chief Compliance Officer at (212) 707-4300. Class Actions As a fiduciary, we must act for the benefit and in the best interests of our clients. To the extent we have the authority, pursuant to the governing documents of a client account, to deal with class action claims, we will determine on a case-by-case basis whether or not clients will participate in the claim. To the extent that we do not have authority to deal with class action claims, we will forward any claim we receive to the relevant client.

We do not currently have a financial condition that is reasonably likely to impair our current or future ability to meet our contractual commitment to our clients and we have not been the subject of a bankruptcy petition at any time during the last ten (10) years. BROCHURE DISCLOSURE This Brochure does not constitute an offer to sell or the solicitation of an offer to purchase interests in any of HG Vora’s private fund clients and the disclosure contained herein shall not be relied on to determine whether an investor should purchase interests in any of our private fund clients. Any such offer or solicitation will be made solely to qualified investors by means of a private placement memorandum and related subscription materials. To the extent that there is any conflict between the disclosure contained in this Brochure and the Offering Documents provided to investors, the Offering Documents shall govern.