Riva Ridge Capital Management LP

A. RRCM, a Delaware limited partnership, is an investment adviser located in New York, NY, founded in 2003. RRCM serves as the sole investment adviser to nine (9) pooled investment vehicles (each a “Fund” and collectively the “Funds”), which include Riva Ridge Capital Partners, LP (the “Domestic Fund”), Riva Ridge Overseas Fund, Ltd. (the “Overseas Fund”), Riva Ridge Master Fund, Ltd. (the “Master Fund”), Riva Pronto Master Fund, LP (the “Pronto Master Fund”), Riva Pronto Overseas Fund, Ltd. (the “Pronto Overseas Fund”), Hornsilver LLC (the “Hornsilver Fund”) and Highline, Ltd. (the “Highline Fund”), Gandy Capital LP (the “Gandy Capital Fund”), Swingsville LP (the “Swingsville Fund”) and two (2) separately managed accounts (“Other Accounts,” and together with the Funds are referred to as “Clients”). The Other Accounts are co-investments by a third party in three holdings of the fund Riva Ridge Advisors LLC, a Delaware limited liability company and an affiliate of RRCM serves as the general partner of the Domestic Fund and the Hornsilver Fund (the “Riva Ridge and Hornsilver General Partner”) and may be entitled to receive an incentive allocation from such Funds as discussed below. Downriver West, LLC, a Delaware limited liability company and an affiliate of RRCM serves as the general partner of the Gandy Capital Fund (“Gandy General Partner”). Powerline Glade LLC, a Delaware limited liability company and an affiliate of RRCM serves as the general partner of the Swingsville Fund (“Swingsville General Partner”). Riva Pronto Advisors LLC, a Delaware limited liability company and an affiliate of RRCM serves as the general partner of the Pronto Master Fund (the “Pronto General Partner”). The Gandy, Swingsville and Pronto General Partners together with the Riva Ridge and Hornsilver General Partner, the “General Partners”) may be entitled to receive an incentive allocation from such Funds as discussed below. The interests in the Domestic Fund are offered on a private placement basis, and in reliance on Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who are “accredited investors” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified purchasers” as defined under the Company Act, and who are subject to certain other conditions, which are set forth in the offering documents for the Domestic Fund. Shares in the Overseas Fund are generally offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons that are “qualified purchasers” (or entities substantially comprised of such tax-exempt U.S. Persons) on a private placement basis, and who are subject to certain other conditions, which are fully set forth in the offering documents for the Overseas Fund. Stephen Golden and Peter Finelli are the Firm’s portfolio managers. Currently, RRCM has 8 employees, approximately 6 of whom perform investment advisory functions and none of whom are registered representatives of a broker-dealer. B. RRCM provides discretionary investment advisory services. With respect to the Funds, those services are provided to entities that are pooled investment vehicles through a master-feeder structure. The Funds’ investment objective is to provide investors with positive absolute returns primarily by capitalizing on a wide range of opportunities in the universe of distressed and highly leveraged companies. Preservation of capital is a primary objective of the Funds. The Funds may engage in the

purchase and sale of a broad range of investment interests and securities. RRCM also acts as its own administrative agent for one of the Other Accounts since it is the sole lender with regard to such Other Account. C. Through its employment of a master-feeder structure, RRCM utilizes the same strategy for all of the Funds, but maintains discretion to tailor its advisory services to the specific needs of a Fund when deemed necessary. D. RRCM does not participate in wrap fee programs. E. As of December 31, 2025, the “regulatory assets under management” that RRCM managed on a discretionary basis was $757,507,276 and no assets on a non-discretionary basis.

A. Generally, RRCM receives fees from Clients based on a percentage of value of the net assets that RRCM manages (the “Management Fee”) and based on performance achieved for each Client (“Performance Compensation”). The fees and expenses applicable to each Fund are set forth in detail in each of such Fund’s respective offering documents. The fees charged by RRCM to each Client are negotiable. B. RRCM deducts Management Fees directly from the applicable Fund’s assets on a quarterly basis. The Domestic Fund, Overseas Fund, Master Fund, Pronto Overseas Fund, Gandy Capital Fund and Swingsville Fund pay RRCM a Management Fee for each fiscal quarter based on a percentage of the beginning net asset value for such fiscal quarter (subject to proration). Performance Compensation, if applicable, is generally calculated on an annual basis and will be deducted directly from Fund assets, except any applicable Performance Compensation is invoiced to the Pronto Overseas Fund, the Highline Fund, the Gandy Capital Fund, the Swingsville Fund and the Other Accounts. C. In addition to the fees and allocations described above, each Fund with the exception of the Other Accounts bears its own operating expenses and its pro rata share of the Master Fund’s expenses, including, but not limited to, investment-related expenses, including brokerage commissions, clearing and settlement charges, custodial fees, interest expense, consulting and professional fees relating to particular investments or contemplated investments, investment-related travel and lodging expenses and research-related expenses; legal expenses; accounting; audit and tax preparation expenses; organizational expenses; expenses relating to the offer and sale of interests or shares in the Funds, as applicable; insurance premiums; fees to the Funds’ Administrator; expenses related to the maintenance of the Funds’ registered office; corporate licensing; extraordinary expenses and other similar expenses relating to the Funds. The Other Accounts bear investment-related expenses, including brokerage commissions, clearing and settlement charges, custodial fees, interest expense, consulting and professional fees relating to particular investments or contemplated investments, investment-related travel and lodging expenses. Clients will incur brokerage and transaction costs. See Item 12 – Brokerage Practices. D. Management Fees are calculated and billed quarterly in advance. In the event of a redemption by an investor other than as of the last day of a quarter, RRCM will pay to the relevant Fund an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter, and the relevant Fund will distribute such amount to the redeeming investor. E. Neither RRCM nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

Investment Strategy The investment strategies, methods of analysis, and (material) risks applicable to the Client are set forth in detail in each Client’s respective offering documents or investment management agreements. A brief summary of those investment strategies, methods of analysis, and (material) risks is provided below. The descriptions set forth in this brochure of specific advisory services that RRCM offers to Clients, and investment strategies both pursued and made by RRCM on behalf of its Clients, should not be understood to limit in any way RRCM’s investment activities. RRCM may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that RRCM considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies RRCM pursues are speculative and entail substantial risks. Clients and investors in the Funds 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. The risks inherent to the strategies employed by RRCM, including those listed below, are described in further detail in the respective Fund’s offering documents. RRCM’s investment objective is to provide Clients with positive absolute returns primarily by capitalizing on a wide range of opportunities in the universe of distressed and highly leveraged companies, with a focus on capital preservation. RRCM endeavors to moderate the risk profile for its Clients, in part, by maintaining a significant amount of short exposure in the portfolio. However, RRCM’s investment program is speculative and entails substantial risks, including risk of loss of the entire investment. RRCM’s investment strategy is primarily centered on company-specific analysis with positions reflecting RRCM’s views on fundamental value and/or probabilities of certain events affecting a company. Positions may also include different parts of the same capital structure if the resulting risk/reward is better tailored to the objective of the Clients. RRCM combines analytical ability and experience to capitalize on a broad range of opportunities in a number of related markets, including distressed, high yield, special situations, leveraged loans, emerging markets, busted convertibles and troubled equities. Investments may take the form of bonds, bank loans, trade claims, convertibles, preferred stock, common stock, municipal securities, asset-backed securities and credit default swaps, among others. Holding periods can range from intraday to several years but tend to average three to nine months. The geographic focus is predominantly in North America but also includes Europe and Latin America. In addition to focusing on better-known distressed companies, RRCM pursues “off the run” (less well known) and smaller situations which can often represent more attractive risk/reward opportunities. RRCM seeks to manage the trade-off between the size of positions and the lower liquidity often present in such situations. RRCM’s investment program is speculative and entails substantial risks, including risk of loss of the entire investment. There can be no assurance that RRCM’s investment objectivities will be achieved, and actual

investment results may vary substantially from the investment objective. Clients and investors should be prepared to bear these risks. From time-to-time, RRCM may acquire assets or securities which RRCM believes either lack a readily assessable market value or should be held until the resolution of a special event or circumstance (each, a “Special Investment”). Each Special Investment will be maintained in a special investment account (a “Special Investment Account”) on the Funds’ books and records until its realization, or the determination of RRCM, in its discretion, that such investment need not be treated as a Special Investment anymore. While RRCM does not currently intend to acquire new Special Investments, RRCM may do so in the future. If RRCM decides to acquire new Special Investments, it will offer each investor the opportunity to participate in such Special Investments at such time. Investment Risks The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment advised by RRCM. All investing involves a risk of loss that Clients and investors should be prepared to bear. The investment strategies offered by RRCM could lose money over short or long periods of time. Identifying undervalued or overvalued securities and other assets is difficult, and there are no assurances that RRCM’s investment strategies will succeed. Furthermore, a Client may be forced to hold such investments for a substantial period of time (e.g., Special Investments) before realizing any anticipated value. RRCM cannot give any guarantee that it will achieve Clients’ investment objectives or that any Client or investor will receive a return of its investment. Investors in the Funds should ultimately refer to their Fund’s respective offering documents for detailed risk disclosures that specifically address risks of each Fund’s investment strategies, methods of analysis, and/or particular types of securities recommended. Below is a summary of certain potentially material risks for each significant RRCM investment strategy used, the methods of analysis used, and/or the particular type of security recommended. Please note that RRCM’s use of the term “investor” in this section may refer to either a limited partner in the Domestic Fund or a shareholder in the Overseas Fund. Investments in Distressed Securities. The Funds 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. 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 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 the Funds’ investment in any instrument, and a significant portion of the obligations and securities in which the Funds invest may be below investment grade. 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 RRCM will correctly evaluate the value of the assets collateralizing the Funds’ loans or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Funds invest, the Funds may lose their entire investment, may be required to accept cash or securities with a value less than the Funds’ original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Funds’ investments may not compensate the Funds adequately for the risks assumed. 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 Funds of the security in respect to which such distribution was made. In certain transactions, the Funds 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. Short Sales. 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 Client and/or investor 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 the Funds engage in short sales will depend upon RRCM’s investment strategy 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 Funds of buying those securities to cover the short position. There can be no assurance that the Funds will be able to maintain the ability to borrow securities sold short. In such cases, the Funds 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. Leverage and Financing Risk. The Funds may leverage their capital because RRCM believes that the use of leverage may enable the Funds to achieve a higher rate of return. Accordingly, the Funds may pledge their securities in order to borrow additional funds for investment purposes. The Funds may also leverage its investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings which the Funds may have outstanding at any time may be substantial in relation to their capital. While leverage presents opportunities for increasing the Funds’ total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Funds would be magnified to the extent the Funds are leveraged. The cumulative effect of the use of leverage by the Funds in a market that moves adversely to the Funds’ investments could result in a substantial loss to the Funds which would be greater than if the Funds were not leveraged. In general, the anticipated use of short-term margin borrowings results in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure the Funds’ margin accounts decline in value, the Funds could be subject to a “margin call,” pursuant to which the Funds must either deposit

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RRCM provides investment advice to the Funds, which are private investment vehicles that are exempt from registration under the Company Act. The Funds are limited to certain investors as set forth in the applicable Fund’s offering and governing documents. In addition, RRCM also advises two separately managed accounts (the Other Accounts), which are co-investments by a third party in three holdings of the funds. Prospective investors should refer to the offering documents of each respective Fund for information on minimum investment requirements. Typically, RRCM requires a minimum investment of $1,000,000, although this is negotiable at RRCM’s discretion. Additional capital contributions must exceed $250,000 unless waived by RRCM or an affiliate.

The General Partners may be entitled to Performance Compensation based on a share of capital gains on or capital appreciation of the net asset value of each Client’s account. Performance Compensation is subject to a loss carry-forward provision or “high water mark”, which generally provides that a Client’s account will not be subject to the Performance Compensation until any net loss previously allocated to that account has been offset by subsequent net profits. Based on the side-by-side management of the Funds and the potential for performance-based compensation to be paid to RRCM at different rates depending on the Fund, RRCM may have an incentive to cause a Fund to make investments which may be riskier or more speculative than those which would be made under a different fee arrangement. Also, because Performance Compensation is calculated on a basis which includes unrealized appreciation of assets, it may be greater than if such compensation were based solely on realized gains. RRCM has structured the Performance Compensation subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. The Firm is committed to allocating investment opportunities on a fair and equitable basis and in a manner that is consistent with the investment objectives of the Funds. There may be certain aspects of the investment strategies for the Firm’s different Clients that overlap from time-to-time. As a general matter, the Firm manages Funds that follow the same investment programs on a pari passu basis, with investments allocated pro rata based on the net assets of the Fund’s portfolio. The Firm may deviate from the pari passu approach for various reasons, including to avoid adverse tax consequences, to account for regulatory restrictions such as those imposed by foreign jurisdictions, to avoid odd or de minimis lots, to account for the availability of cash, to account for portfolio composition and for other reasons as the Firm may consider reasonable. The Firm manages other Funds or separate accounts that follow different investment programs according to those programs. There are occasions where different Funds will invest in the same securities and those securities will be allocated among the different Funds. In such instances the portfolio managers, in consultation with the CCO, will determine an allocation methodology based upon the appropriate portfolio concentration, risk appetite, and tolerance for volatility for each Fund. Notwithstanding the above guidance, the Firm may take into account additional factors when determining the allocations between the Funds. For instance, on occasion the Funds may develop concentrations in positions in an industry, market segment or capital structure, that are of such degree as to cause the Funds to exceed the desired concentrations at that time. When this occurs, an investment opportunity will be allocated to the Funds, as the case may be, in a manner that does not exacerbate the concentration of positions in the affected portfolio. In addition, investments, from time to time, are allocated to the Funds to rectify an imbalance in the investment between the two or more portfolios, such imbalance being relative to the net assets of each portfolio. In these instances, the Firm shall deviate from the pro rata approach in order to achieve equilibrium in the position between the two or more portfolios. Likewise, investments are allocated to the Funds to adjust for risk. An investment allocated in this manner is intended to either alleviate or incur additional risk within the designated portfolio. All such deviations from the pro rata approach will be documented by RRCM.

Other Financial Industry Activities and Affiliations A. Neither RRCM nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither RRCM nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. RRCM currently provides investment advisory services to Pronto Master Fund, Pronto Overseas Fund, Hornsilver LLC, Highline, Ltd., Gandy Capital LP, Swingsville LP and the Other Accounts, but does not solicit Pronto Master Fund, Pronto Overseas Fund, Hornsilver LLC, Highline, Ltd., Gandy Capital LP, Swingsville LP and the Other Accounts to invest in the Funds. Hornsilver Fund, Gandy Capital Fund and Swingsville Fund invest in a single holding of the Master Fund and the Other Account, which invests in three holdings of the Master Fund are funds of one. D. RRCM does not receive compensation for recommending or selecting other investment advisers for its Clients.

Code of Ethics, Participation or Interests in Client Transactions and Personal Trading A. RRCM has adopted a Code of Ethics (the “Code”), which describes the Firm’s fiduciary duties and responsibilities to its Clients, requires that the Firm’s employees act in the best interests of Clients to the exclusion of contrary interests, act in good faith and in an ethical manner and identify and address conflicts of interest to the extent that they arise. RRCM’s employees are also required to comply with applicable provisions of the federal securities laws and make prompt reports to the Firm or other appropriate party of any actual or suspected violations of such laws by RRCM, its employees or affiliates. In addition, the Code sets forth formal policies and procedures with respect to the personal securities trading activities of RRCM’s employees. The Code requires that employees pre-clear all personal securities transactions (with limited exceptions), report all securities transactions on at least a quarterly basis and provide a summary of securities holdings on at least an annual basis. The Code also addresses outside activities of employees, conflicts of interest, policies and procedures concerning the prevention of insider trading, including restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and the pre-clearance and reporting of political contributions. RRCM will provide a complete copy of its Code to any Client, investor or prospective client or investor upon request to the Chief Compliance Officer at RRCM’s principal address. B. RRCM and its employees are prohibited from effecting any personal securities transactions in any security held by Clients. RRCM employees are allowed to invest in the Funds through their 401(k) plan, and therefore such persons, from time to time, hold the same securities as other investors in the Funds. This arrangement necessitates an alignment of employee and investor interest, and because employees who invest in the Funds in this manner receive the same treatment as other investors, conflicts of interest are mitigated. C. Please see response to Item 11.B. D. RRCM’s employees are prohibited by the Code from buying or selling securities for their own accounts which have been recommended for purchase or sale to RRCM’s Clients.

Brokerage Practices RRCM maintains an approved list of brokers and counterparties. In selecting brokers and dealers to effect portfolio transactions for Clients, RRCM seeks to obtain best execution by considering such factors as the ability of the brokers or dealers to effect the transactions, their facilities, reliability and financial responsibility, and the costs of brokerage or research products or services which RRCM considers to be of benefit to its Clients. RRCM need not solicit competitive bids and does not have an obligation to seek the lowest commission available or other transaction cost. Accordingly, the commissions and other transaction costs paid by Clients in any transaction, from time to time, are higher than other brokers might charge. Although the Firm does not currently utilize formal soft dollar arrangements, in the future, RRCM may pay for research and execution services with “soft” or commission dollars. If the Firm chooses to use “soft dollars” to pay for research products or services, the Firm will only use such products that fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended. Client referrals are not considered in selecting or recommending broker-dealers. RRCM does not engage in directed brokerage arrangements at this time.

Client Referrals and Other Compensation A. No one other than RRCM’s Clients provide an economic benefit to RRCM for providing investment advice or other advisory services to the Clients. B. Neither RRCM nor any related person directly or indirectly compensates any person who is not a supervised person for Client referrals.

In the past ten years, there have been no legal or disciplinary events involving either RRCM or any of its management persons that are material to RRCM’s advisory business.

Review of Accounts Positions held by Clients are continuously monitored and reviewed by one or both of Stephen Golden and Peter Finelli. Mr. Golden and Mr. Finelli will be primarily responsible for portfolio management, credit analysis, trading, risk management and investor relations. Accounts are reviewed in the context of each Client’s stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as a Client’s individual circumstances, or the market, political or economic environment. Within 30 days after the completion of each year’s audit of each of the Domestic Fund’s and Overseas Fund’s books and records, or as soon as reasonably practicable thereafter (and within 120 days of the Funds’ fiscal year end), audited financial statements will be provided to investors. RRCM may also provide periodic unaudited performance information for the Domestic Fund and the Overseas Fund, no less frequently than quarterly, to their respective investors.

Custody RRCM does not maintain physical custody of its Clients’ assets and has hired five independent qualified custodians, Bank of New York Mellon, BNP Paribas, JP Morgan Chase & Co., Goldman Sachs & Co. and SS&C Technologies, Inc. to custody the Fund’s assets as Rule 206(4)-2 of the Advisers Act (the “Custody Rule”) requires. However, RRCM believes that it would generally be viewed by regulators as having custody of the assets of each Fund for which it or an affiliate serves as general partner or managing member. Accordingly, RRCM will adhere to the applicable requirements of the Custody Rule with respect to each Fund for which it or an affiliate serves as general partner or managing member. RRCM’s Chief Financial Officer will be responsible for arranging for the annual independent audits of the Funds by an independent auditor in accordance with generally accepted accounting principles, and for delivery of the Funds’ audited financial statements to investors within 120 days of the Funds’ fiscal year end.

Investment Discretion RRCM accepts discretionary authority to manage securities on behalf of its Clients through the investment management agreements with such Clients.

Voting Client Securities A. RRCM votes proxies in the interest of maximizing value for clients and investors. To that end, RRCM endeavors to vote proxies in the manner that it determines in good faith will be the most likely to cause the investments to increase the most or decline the least in value. Consideration is to both the short and long term implications of the proposal to be voted on when considering the optimal vote. The RRCM Proxy Voting Policy provides procedures for the disclosure of conflicts of interest, and the retention of appropriate records, among other things. Additional information about the RRCM Proxy Voting Policy and related practices and how a particular proxy was voted is available upon written request to RRCM. RRCM’s CCO is responsible for overseeing and monitoring all proxy votes to ensure that such votes adhere to the RRCM Proxy Voting Policy. B. Not applicable.

Financial Information A. RRCM does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance and therefore has not included a balance sheet. B. RRCM does not believe that there are any conditions that are reasonably likely to impair its ability to meet contractual commitments to Clients. C. RRCM has never been the subject of a bankruptcy petition. SK 29495 0003 12121542 v1