Strategic Value Partners, LLC

Strategic Value Partners, LLC (“SVP”), established in the state of Delaware in 2001, is a privately held firm specializing in alternative investments. SVP provides investment management services to pooled investment vehicles and funds of one (“Client Funds”). SVP may in the future advise separately managed accounts on a discretionary basis (collectively with the Client Funds, and each beneficial owner of a separately managed account, the “Clients”). SVP is headquartered in Greenwich, Connecticut. Mr. Victor Khosla is a founder and controls Midwood Holdings, LLC, which is the sole managing member of SVP. Victor Khosla also controls Midwood, LP, which is a member and the majority owner of SVP. SVP’s investment strategies are generally focused on investing assets globally (although primarily focused in the United States and Europe) in a broad range of stressed, distressed and undervalued financial and other assets, including, but not limited to distressed bank debt and bonds, other distressed loans (including mezzanine debt), par and non-par high yield securities, trade claims, liquid and illiquid distressed assets (including “hard” assets such as real estate and aviation), reorganization equities, derivative instruments (primarily credit related, including credit default swaps and total return swaps) and other instruments and assets. Clients may also provide capital to companies directly, including through mezzanine financings, preferred equity, debtor-inpossession loans and other instruments. SVP’s investment management activities are conducted in accordance with each respective Client Fund’s confidential private offering memorandum and/or confidential explanatory memorandum and other governing documents, as applicable (the “Offering Documents”). If in the future SVP advises separately managed account clients, investment management services will be provided pursuant to the terms and conditions of the investment management agreement and/or other agreement entered into by and between the parties. SVP does not tailor its advisory services to the needs of any underlying investor in a pooled Client Fund. Since we do not provide individualized advice to such Client Funds’ investors, such investors are encouraged to consider whether the investment objectives of the Client Funds are in accordance with their individual objectives and risk tolerance prior to investing. Information about the Client Funds, including their investment objectives and strategies, are set forth in their respective Offering Documents. Clients and/or investors may impose restrictions and/or limitations on SVP’s and/or its affiliates management of such Clients. These restrictions and/or limitations are set forth in the applicable Client Fund’s Offering Documents, the investment management agreement between the Client and the firm or side letters or other similar agreements. Disclosure regarding services, fees, investor suitability standards and other specific terms applicable to a Client Fund are described in such Client Fund’s Offering Documents. The terms of individual managed accounts that SVP may advise in the future will be negotiated individually with the applicable Client.

As of December 31, 2025, SVP managed $25,612,484,792 of Client assets, all of which are being managed on a discretionary basis.

Client Funds Our fees include asset-based fees generally ranging from annual rates up to 2% of a client’s net asset value, invested cost or capital commitments, as applicable, plus performance-based fees or allocations (typically a 20% performance/incentive allocation) payable to SVP and/or certain of our affiliates, as well as certain other fees and expense reimbursements, as more fully described in each Client Fund’s Offering Documents. The fees, performance compensation and other fees, costs and expenses payable by each Client Fund is generally summarized below and is described in more detail in the Offering Documents for the applicable Client Fund. SVP currently manages two primary types of Client Funds: (1) closed-ended fund structures, which we refer to herein as the “Special Situation Funds.” and (2) closed-end fund structures, which we refer to herein as the “Capital Solutions Funds”. SVP also manages a third category of Client Funds that are closed-ended and primarily invest in a single underlying company and related assets, which we refer to as the “Spurs Funds” and a fourth category of Client Funds, which were opened-ended funds and which we refer to as the “Restructuring Fund”. The Restructuring Fund is currently conducting an orderly disposition of its remaining portfolio positions. Special Situations Funds Management Fee - Special Situations Funds I, II, III, IV, V, and VI An affiliate of SVP is entitled to a management fee, payable quarterly in advance, calculated as follows: (a)

during the investment period of the fund, after the fund’s initial capital call but prior to the first date on which at least 50% of aggregate commitments has been called by the fund, an amount equal to the Applicable Percentage (defined below) of 50% of aggregate capital commitments (whether or not then drawn); and

(b)

during the investment period of the fund, on and after the first date on which at least 50% of the aggregate commitments has been called by the fund, an amount equal to the Applicable Percentage of 100% of the aggregate capital commitments (whether or not then drawn).

For Special Situations Funds I, II, III, IV and V, after the investment period of the fund, an annual amount equal to the Applicable Percentage of the limited partners’ capital contributions, minus (i) any losses on permanently impaired investments and (ii) any distributions attributable to (a) the cost of any realized investment and (b) fund expenses related to any such realized investment. Notwithstanding the foregoing, the management fee charged after the investment period of the fund shall not be less than the Applicable Percentage of 100% of the limited partner’s pro rata share of the cost of investments held by the fund at such time (excluding the portion of the cost of any current investment that is deemed to be permanently impaired), including that limited partner’s

pro rata share of operating expenses pertaining to such investments; provided, however that in no event shall the management fee charged to a limited partner subsequent to the expiration (or during a suspension) of the investment period be greater than the Applicable Percentage of 100% of capital commitments of that limited partner. For Special Situations Fund VI, after the investment period of the fund, management fees are an annual amount equal to the Applicable Percentage of the lesser of a limited partner’s (x) Invested Cost or (y) capital commitments. “Invested Cost” for purposes of Special Situations Fund VI means, in respect of each limited partner, the total amounts attributable to investments made by Special Situations Fund VI with respect to such limited partner (including, for the avoidance of doubt, but without duplication, any amounts attributable to reinvestment, operating expenses and hedges with respect to such investments) whether such amounts are or may ultimately be funded through capital contributions, cash on hand or borrowings. Invested Cost is reduced by (1) dispositions by the fund (with partial dispositions reducing Invested Cost by an amount calculated by multiplying the Invested Cost (prior to such partial disposition) by the pro rata share of the investment that has been disposed of), (2) written off investments, and (3) extraordinary distributions from an investment (including dividends recapitalizations), solely to the extent that following such distribution the remaining value of the applicable investment is less than the Invested Cost attributable to such investment immediately prior to such distribution, in each case as described in more detail in the applicable Offering Document. The management fee is subject to adjustment for any intra-quarter activity including contributions, and dispositions. “Applicable Percentage” means (a) with respect to Special Situations Fund I, an annual rate equal to 2%, (b) with respect to Special Situations Fund II and III, the annual rate equal to (i) 2% for limited partners with a capital commitment of less than $100 million, (ii) 1.75% for limited partners with a capital commitment equal to at least $100 million but less than $200 million and (iii) 1.5% for limited partners with a capital commitment equal to $200 million or greater, (c) with respect to Special Situations Fund IV, the annual rate equal to (i) 1.75% for limited partners with a capital commitment of less than $100 million, (ii) 1.55% for limited partners with a capital commitment equal to at least $100 million but less than $200 million and (iii) 1.35% for limited partners with a capital commitment equal to $200 million or greater, (d) with respect to Special Situations Fund V, the annual rate equal to (i) 1.75% for limited partners with a capital commitment of less than $100 million and (ii) 1.55% for limited partners with a capital commitment equal to $100 million or greater and (e) with respect to Special Situation Fund VI, (i) 1.75% for limited partners with a capital commitment of less than $100 million, (ii) 1.65% for limited partners with a capital commitment equal to at least $100 million but less than $250 million, (iii) 1.55% for limited partners with a capital commitment equal to at least $250 million but less than $500 million and (iv) 1.45% for limited partners with a capital commitment equal to $500 million or greater. The management fee for each of Special Situations Fund I, Special Situations Fund II and Special Situations Fund III has been reduced to zero. Performance Allocation - Special Situations Funds I, II, III, IV, V and VI With respect to each Special Situations Fund, the general partner of the applicable Special Situations Fund is entitled to performance allocation. Net proceeds from the disposition of

investments in each Special Situations Fund plus current income, if any, from interest and dividends with respect to such investments are distributed as follows: (a) first, 100% to the limited partners of the applicable Special Situations Fund until those limited partners have received distributions equal to their funded commitments plus a compounded annual preferred return of 8% (the “Preferred Return”); (b) second, 100% to the general partner of the applicable Special Situations Fund until that general partner has received distributions equal to 20% of the sum of (i) all amounts distributed to the limited partners under clause (a) above in respect of the Preferred Return, plus (ii) the amounts distributed under this clause (b) (the ‘Catch-Up”); and (c) Thereafter, 80% to the limited partners of the applicable Special Situations Fund and 20% to the general partner (the distributions to that general partner plus the Catch-Up, the “Performance Allocation”). Capital Solutions Funds Capital Solutions Fund I – Management Fee An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to 1.75% of (x)(i) the limited partner’s total capital contributions plus (ii) the limited partner’s total retained profits, minus (y) the limited partner’s allocable portion of (i) any losses on investments, where such investments are permanently impaired, and (ii) any distributions attributable to (a) the cost of any realized investment and (b) fund expenses related to any such realized investment. The management fee is subject to adjustment for any intra-quarter activity including contributions, distributions, and dispositions. Capital Solutions Fund II – Management Fee An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to 1.75% of (1) such limited partner’s Invested Cost minus (2) such limited partner’s Invested Cost with respect to (x) realized investments and (y) permanently impaired investments. “Invested Cost” for purposes of Capital Solutions II means, in respect of each limited partner, the total amounts attributable to investments by Capital Solutions Fund II with respect to such limited partner (including, for the avoidance of doubt, but without duplication, any amounts attributable to reinvestment, operating expenses and hedges with respect to such investments), whether such amounts are or may ultimately be funded through capital contributions, cash on hand or borrowings. The management fee is subject to adjustment for any intra-quarter activity including contributions, and dispositions. Performance Allocation The general partner of each of the Capital Solutions Funds is entitled to performance allocation on terms substantially similar to the performance allocation to which the general partners of a Special Situations Fund are entitled. See “Performance Allocation—Special Situation Fund I, II, III, IV, V and VI above.

Spurs Funds An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to the Applicable Percentage (defined below) of (i) the limited partners’ investment contributions, inclusive of any amounts retained and reinvested, as well as any expenses capitalized into an investment, minus any investment contributions in respect of an investment to the extent that such investment that has been disposed of, or written-off, as more fully described in the applicable Offering Document. An investment is treated for this purpose as having been disposed of or written off only to the extent that, immediately following any such disposition or write-off, the remaining value of such investment is less than the sum of the investment contributions by the fund immediately prior to such disposition or write-off, in which case the management fee with respect to such investment will be reduced to equal the remaining value of the investment following such disposition or writeoff. “Applicable Percentage” means the annual rate equal to (i) 1% for limited partners with a capital commitment of less than $150 million, (ii) 0.925% for limited partners with a capital commitment equal to at least $150 million but less than $300 million and (iii) 0.85% for limited partners with a capital commitment equal to $300 million or greater. With respect to each Spurs Fund, the general partner of the applicable Spurs Fund is entitled to receive up to 20% of the net proceeds from the disposition of investments in each Spurs Fund plus current income, if any, from interest and dividends with respect to such investments, subject to, and in accordance with, a tiered distribution waterfall described in the Offering Documents of the Spurs Funds. Managed Accounts/Funds-of-one With respect to any fund-of-one, our fees are determined on a negotiated basis based on various factors and strategies. Management fees due from fund-of-one clients are typically billed on a quarterly basis. However, other arrangements may be made. SVP may also charge a performancebased fee on any fund-of-one that it manages. SVP expects similar arrangements would be in place for any future managed accounts. Additionally, SVP may from time to time form and/or manage other funds or accounts designed to invest fully or partially in parallel with the Special Situations Funds, and/or the Capital Solutions Funds. The precise amount of and the manner and calculation of the management fee and/or incentive allocation for each such fund or account are established by SVP, and are set forth in such funds’ investment advisory agreements and/or organizational documents. Client Expenses As described more fully in the Offering Documents for each of the Client Funds, each of the Client Funds will bear its own costs and expenses, including, without limitation, investment related expenses, research expenses, travel expenses, all costs associated with Client Fund indebtedness

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Methods of Analysis We seek to employ a rigorous, disciplined and organized investment process, with the goal of creating value through proactive proprietary sourcing, intensive analysis, execution, and portfolio monitoring and management. The particular investment strategies, methods of analysis, and material risks applicable to each Client Fund, or future managed account, are set forth in detail in each of the Client Fund’s respective Offering Documents, or managed account agreement, as applicable. A brief summary of those investment strategies, methods of analysis, and material risks are provided below. The summary provided below is qualified in its entirety by reference to the applicable Client Fund’s Offering Documents or managed account agreement. Idea Generation Traditional distressed investing is often reactive: investment opportunities arise based on what debt is available for sale and which companies are distressed. In contrast, SVP seeks to take a more proactive approach, and we expect every member of our team (from our CIO to our junior analysts) to generate ideas. Investment ideas typically come together as a result of two parallel and integrated processes: (i) our investment team as they study sectors in detail; and (ii) our sourcing team as they communicate with various intermediaries or direct sources of opportunities. Due Diligence / Evaluation / Execution

Fundamental Research - Primary research is at the heart of our due diligence process. We are data and experientially driven, and supplement our views by drawing upon our proprietary network of relationships (management teams, industry experts, specialists) to calibrate our analyses. In certain circumstances, such as areas of due diligence that have unique aspects or require specialized skills, we may engage third parties such as accountants, lawyers or consultants as appropriate. In all cases where third parties are used, however, their diligence is based upon our direction: we do not rely on third parties to make conclusions, but rather use them to help us confirm or disprove a hypothesis, or seek facts. Sell-side research plays a limited role in our due diligence. We may use sell-side research on occasion, but it is usually only at the start of our research process to familiarize ourselves with situations more quickly, or to understand how the market may be viewing opportunities.

Industry - We seek to understand industries, their key drivers and how companies compete within them: historic and prospective industry trends, growth potential, cyclicality, barriers to entry, end-market customers, regulatory frameworks, secular threats, value propositions, market shares and fragmentation. Then, based on the information we compile and aggregate, we may develop our own proprietary databases or analyses to evaluate companies within an industry, and will tap

our industry relationships to help calibrate our thoughts. As part of this process, we will also determine the relative value of companies within the target industry.

Company - We seek to identify the key value drivers and risks that a company may face. In doing so, we may evaluate a number of factors, such as, but not limited to, a company’s management team, its operations and financial performance, and the circumstances that led to its distress. Our diligence typically includes: analyzing customer and product concentration, product profitability, cost structure, market position and unit economics; understanding a company’s competitive advantages, operational excellence, business model and customer switching costs; and conducting channel and vendor checks, and interviews with management.

Capital Structure - We generally prefer making investments through the debt of a target portfolio company and consider the following: the relative priorities, rights, controls and risks each security may have, intercreditor rights, guarantees, intercompany claims, waterfalls, and structures. We may also make investments through other securities in the capital structure based on the aforementioned and other considerations.

Restructuring - Because our investments may be centered on a restructuring event, we seek to identify the key capital structure or bankruptcy issues, and develop a restructuring strategy prior to making an investment.

Operations / Strategy - With respect to our control strategy, our operating professionals are involved from the onset of our due diligence, though their involvement may vary depending on the degree of turnaround complexity. We draw upon their experiences at the company, industry and geographic levels to help us identify issues and enact solutions to improve operations. Our operating professionals may determine the nature and depth of any issues, whether they are fixable and the plans to address them.

Exit - Before executing an investment, we seek to explore various exit options and determine the viability of each one. We consider the attractiveness of an industry and the prospects for various exit opportunities to identify the most viable exit options. Traditional exit strategies include, but are not limited to: recapitalizations, sales to strategic or financial buyers, public offerings, private offerings through the over-the-counter market, refinancings prior to a debt-for-equity swap, liquidations or asset sales.

Trading - Throughout our diligence, we are in regular communication with our sourcing team to understand potential supply, timing and who is selling or buying and why. Understanding, who is part of the lender constituency and their motivations, is essential to determining timing and level of our investment. Collateralized loan obligations, banks, high yield funds and hedge funds all have different objectives, and will behave differently in restructurings. The intelligence generated by our team, we believe, is helpful not only for sourcing and timing already identified prospects, but also for targeting proactively identified opportunities from our research process. This approach allows us to call upon potential sellers directly, engage preferred broker-dealers, or potentially work through other channels on a negotiated basis or with limited competition.

Investment Strategies SVP manages investments across a distressed and deep value strategy. Although we have several vehicles, our efforts are concentrated on stressed, distressed and/or undervalued opportunities in middle-market companies, where we can typically exert significant influence or obtain outright control. The Special Situations Funds are generally focused on investments in middle-market opportunities where they can exert meaningful influence. The Capital Solutions Funds invest across, and make loans to, stressed, distressed and/or undervalued opportunities and issuers, including, liquid trading and event-driven investments, restructurings, rescue financings, mezzanine financings, special situations, and illiquid “distressed for influence/control” investments and related opportunities, including structured equity, debtor-in-possession loans, and unitranche loans. The Restructuring Fund previously invested in large-cap restructurings, middlemarket restructurings and event-driven / trading-oriented opportunities, and will no longer be making any investments in new issuers as its conducts an orderly disposition of its existing investments. More detailed information regarding SVP’s investment strategies and activities is set forth in each Client Fund’s Offering Documents. In the future SVP may determine to manage other funds and accounts with different investment strategies than those stated above. Risk of Loss All of our Clients’ investments risk the loss of capital. There can be no assurance that the Clients’ investment programs will be successful or that investments purchased by the Clients will increase in value. Clients and investors in the Client Funds could lose their entire investment. All Clients and investors in the Client Funds should consult their own legal, tax and financial advisors prior to investing. The Clients will invest a portion of their assets in securities and other assets and liabilities/debt of U.S. and non-U.S. companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments involve a substantial degree of risk. In any reorganization or liquidation proceeding relating to a company in which a Client invests, such Client may lose its entire investment, may be required to accept cash or securities with a lesser value or which has less liquidity than that of the Client’s original investment, and/or may be required to accept payment over an extended period of time. Each of the strategies we employ entails substantial inherent risks. The information included herein does not include every potential risk associated with each investment strategy or security. Each Client Fund’s Offering Documents describe in detail the risk factors and potential conflicts of interest associated with an investment in such Client Fund, and investors should read the Offering Document of the particular Client Fund before making an investment therein. Set forth below is a non-exhaustive summary of such risks:

Risks related to our Client Funds and certain Managed Account Clients if Advised in the Future

There is no public market for interests in the Clients, and one is not expected to develop.

Investors in the Client Funds will have no opportunity to control the day-to-day operation of the Client Funds.

Investors in the Client Funds may have conflicting investment, tax and other interests with respect to their investments in Client Funds.

The existence of performance-based compensation creates an incentive for SVP to make riskier or more speculative investments on behalf of the Clients than would be the case in the absence of these arrangements.

Certain Client Funds and/or Clients invest together in certain assets (or classes of assets) through one or more aggregating vehicles, which may cause those Client Funds or Clients to be subject to risks or expenses which might not be present if they had invested in the assets directly (for example, if the aggregating vehicle is subject to litigation).

The Offering Documents of each Client Fund and the investment management agreement and other documents between SVP and each managed account limit the circumstances under which SVP can be held liable to such Client.

A Client may use special purpose vehicles in jurisdictions in which SVP has less familiarity and may provide additional informational and operational uncertainty or difficulties to SVP.

SVP may rely on a third party advisor to supply, from time to time, advice as to business valuation, tax, legal, financial, accounting and other issues and such advice could prove to be ineffective or erroneous and consequently, the Client may suffer investment losses and/or unanticipated expenses or taxes.

A Client is subject to the risk that counterparties will not perform obligations under contracts for investment entered into between the Client and a market counterparty as principal (and not as agent). In addition, credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions.

Clients will maintain funds with one or more banks or other depository institutions, which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom a Client, its investments or SVP transacts may inhibit the ability of such Client and/or its investments to access depository accounts or lines of credit entirely or in a timely manner.

A Client may rely on insurance policies to cover contingencies, risks, or other potential liabilities, which includes risks such as credit risk as well as disagreements and/or issues with insurance providers.

Client Funds generally hold their legal and beneficial title of assets, as well as cash and other cash equivalents at the Client Fund’s prime brokers and/or other qualified custodians. Therefore, to the extent such assets or cash is held at a prime broker, the Client Fund bears the credit risk of that prime broker.

There are limited redemption, withdrawal and transfer rights attached to the interests/shares in the Client Funds.

Clients may acquire securities across different parts of a portfolio company’s capital structure, which could result in conflicts of interest between Clients, including but not limited to conflicts related to proxy voting. For example, if a Client is investing in debt securities, it may have an interest in restructuring these securities in a manner that another Client, as an existing equity owner or lender, may not find desirable. In addition, questions may arise as to whether payment obligations or covenants should be enforced, modified or waived, or whether debt should be refinanced. A conflict of interest may also occur when it is not possible or consistent with the investment objectives of various Clients to take, restructure or liquidate the same investment positions at the same time or the same price. Further, Clients have and are expected to, from time to time, originate loans to portfolio companies of other Clients, which could result in conflicts between Clients as described above.

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SVP provides investment advice to pooled investment vehicles, which include the Restructuring Fund and closed-ended “private equity” style fund structures, as well as funds-of-one. We do not impose any minimum requirements on our pooled Client Funds. Such Client Funds, however, generally impose minimum investment commitments on investors and require such investors to satisfy certain suitability standards. We may impose account minimums on funds of one clients. SVP, as the investment manager for the Client Funds, reserves the right to adjust account size minimums as deemed appropriate in light of the overall facts and circumstances and has agreed and may in the future agree with investors in any Client Fund to alter the terms and conditions applicable to such investor without the consent of any other investor in a “side letter” or similar agreement. If in the future we advise managed accounts, we may impose certain account minimums on managed account clients. Any such minimums would be described in the written agreement between SVP and the client. Any other requirements or restrictions would be specified in detail in the specific agreement between SVP and such managed account client.

SVP and/or its affiliates, and/or the general partner of each of the Client Funds and their respective affiliates, accept performance-based fees and/or performance allocations as described in Item 5. Performance compensation/performance allocations create an incentive for SVP to make investments that are riskier or more speculative than would be the case in the absence of such performance compensation/performance allocations. A conflict of interest could therefore arise in that SVP could be incentivized to favor an account, which pays performance-based fees or allocations, or higher rates for performance-based fees or allocations. To address this conflict, SVP maintains policies that intend to allocate resources and investments fairly among its clients, including any future managed accounts and Client Funds (including with respect to trade allocations and valuation of assets). SVP has adopted an allocation policy for all the Client Funds directly and indirectly advised by it, which is summarized in Item 5 above and is available on our investor portal. SVP’s allocation policy may be updated by SVP from time to time without consent of or notice to investors. Prospective investors are encouraged to review SVP’s current allocation policy prior to investing in any Client Fund.

SVP has an affiliate -- Strategic Value Partners (UK) LLP (“SVP UK”) -- which is registered with the UK Financial Conduct Authority and researches investment opportunities in Europe for the benefit of our Clients. SVP UK does not receive any form of compensation from any of SVP’s Clients. SVP has delegated certain tasks and authorities to SVP UK in certain circumstances (which includes a delegation of investment decisions from time to time). SVP also has a branch office that is regulated by the Dubai Financial Services Authority as a “representative office”. In addition, we have a series of affiliates who serve as the general partners and investment advisors of our various Client Funds and funds of one. These affiliates are entitled to receive performancebased compensation, if earned, for the services provided to Clients. Each Client Fund, and their respective general partners, is identified in Schedule D of Part 1 of SVP’s Form ADV, available on the SEC’s website at www.adviserinfo.sec.gov or upon request from us at (203) 618-3500. SVP Special Situations LLC, SVP Special Situations II LLC, SVP Special Situations III LLC, SVP Special Situations IV LLC, SVP Special Situations V LLC, SVP Special Situations VI LLC, SVP Capital Solutions LLC, SVP Capital Solutions II LLC, SVP New Rising Management LLC, SVP Excelsior Management LLC, SVP Emerald Investment Manager LLC and Strategic Value CF I, LLC are each wholly-owned affiliates and relying advisers of SVP and each provides investment management services to their respective Clients. We do not believe that our relationships with these entities cause a conflict of interest with Clients. From time to time, employees of SVP, on behalf of the firm or a Client, serve on a portfolio company’s board of directors or otherwise act to influence the management of portfolio companies.

Trading SVP has adopted a Code of Ethics (“Code”) pursuant to Rule 204 A-1 that governs a number of potential conflicts of interest SVP does have or may have when providing advisory services to Clients. The Code is designed to encourage a culture of compliance within SVP through ethical practices and conduct. The Code covers a variety of guidelines and requirements concerning, among other topics:

the prohibition from trading of securities while in possession of material non-public information;

pre-clearance and reporting of certain securities transactions by employees;

restrictions or prohibitions on acquisitions of certain kinds of securities and other instruments;

the monitoring of employee outside business affiliations;

reporting of the giving and receiving of gifts and entertainment;

monitoring and restricting political contributions, when and as required; and

the maintenance of confidentiality of investment, investor, and employee information.

The Code is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with SVP making decisions in the best interest of our Clients. The Code requires pre-clearance of non-exempt transactions and non-exempt personal securities transactions of SVP employees, and restricts trading in securities of issuers who are either rated below investment grade by one or more Nationally Recognized Statistical Rating Organizations or have equity values equal to or below $2.00 per share (or foreign equivalent) (to prevent employees from trading for their personal accounts any securities SVP might be contemplating for Clients). Employee trading is reported and reviewed under the Code. Employees are also permitted to invest in the same securities as Clients, subject to the preclearance requirements and other restrictions set forth in the Code. This creates potential conflicts of interest because SVP and its employees have an incentive not to recommend sales of those securities to Clients in order to protect the value of their personal investment, and may have an incentive to place their orders before those of the client in order to obtain a better price. In order to address this, SVP has instituted certain policies and procedures intended to prevent any conflicts of interest, such as prohibiting employees from directly or indirectly trading for their personal accounts in a non-exempt security within seven calendar days after a Client trades in the same security. SVP and its employees may not trade for Clients or themselves or recommend to others trading in securities of a company while in possession of material, non-public information (“Information”) or disclose such Information to any person not entitled to receive it. By reason of its various investment activities, SVP may have access to Information or be restricted from effecting transactions in certain investments that might have otherwise been initiated. While SVP

has designed and implemented policies and procedures reasonably designed to limit those situations, there can be no assurance that such policies and procedures will be successful or that violations will not occur. New employees receive training in the policies of the Code upon their arrival at SVP, and all employees must acknowledge the terms of the Code and certify as to their personal trading account information and other required disclosures on an annual basis or as required by law. Copies of the Code are available upon request by contacting us at 203-618-3500.

Best Execution It is SVP’s policy to obtain best execution when effecting transactions on behalf of our Clients. In light of this policy, we seek to execute securities transactions for Clients in such a manner that the Client’s total cost or proceeds in each transaction is the most favorable under the circumstances. When selecting broker-dealers, we do not focus on specific factors; rather, we will consider the full range and quality of the services of a broker- dealer. When seeking best execution, the determinative factor in the selection of a broker-dealer will not be the lowest possible transaction cost but whether the transaction represents the best qualitative execution for the Client account. SVP’s Best Execution Committee generally meets on a quarterly basis to analyze and assess the quality of trade execution and other brokerage services received from brokers during the preceding quarter. Trade Errors From time to time, SVP may make a trade error when trading for a Client. In case of a trade error caused by the broker executing a particular trade, SVP will use commercially reasonable efforts to hold the particular broker responsible. In the case of a trade error caused by SVP, SVP will determine whether to have any costs or losses arising from the trade error borne by the particular Client, or by SVP, by applying the relevant standard of liability (as set forth in the applicable agreement with the Client) for SVP in its management of the applicable Client account. Accordingly, with respect to the Client Funds, SVP will generally be obligated to reimburse a Client Fund for any trade error resulting from SVP’s gross negligence, intentional misconduct or bad faith, but not otherwise. SVP will itself determine whether or not a given trade error is required to be reimbursed under the general standard of liability applicable to the Client account. SVP will have a conflict of interest in determining the resolution of any trade error and it will attempt to resolve any such conflict by making a determination of the status of any trade error under the applicable liability standard. Trade error costs may be significant, including market losses resulting from the position incorrectly acquired as well as the additional brokerage costs of closing out or reversing the error. The opportunity cost (lost profits) of not having made a trade intended to be made is not considered a trade error cost. Soft Dollars SVP does not currently use soft dollars or directed brokerage in connection with any of the Clients we advise. To the extent SVP does use soft dollars in the future, we expect that such use will fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934, as amended.

Aggregation of Orders In some circumstances it may be appropriate to buy or sell an investment on behalf of more than one Client account at one time or over a period of time. In these circumstances, and as a general matter, we believe that the aggregation of orders for multiple advisory clients is consistent with our duty to seek best execution for our clients. Aggregation of trades generally facilitates more efficient and less costly execution by enabling us to negotiate transactions on a consolidated basis rather than dealing with multiple smaller lots in investment types that normally trade in significant and/or pre-set blocks. In deciding whether aggregation is appropriate, SVP will consider, among other things, the appropriateness of the investment based on the diversity of objectives and risk tolerances among Clients. Other factors that may be considered include, but are not limited to, Client-imposed limitations, differences in the timing of capital contributions and withdrawals to and from each Client, available capital, liquidity needs of a Client, and domicile of a Client.

SVP pays certain third party solicitors for fund investor referrals. These fees may be based on a percentage of the management fees and/or incentive compensation earned by SVP or its affiliates, or they may be fixed payments, or they may be derived by some other calculation. Compensation to third parties for investor referrals is disclosed to investors in the Client Funds’ Offering Documents or other disclosure documents delivered to such investors. These arrangements typically do not result in an investor paying any fees to SVP in excess of those that would be charged by SVP in the absence of the services by the third party solicitor.

Neither SVP nor any of its supervised persons have been the subject of any legal or disciplinary events that would be material to an evaluation of SVP’s advisory business or the integrity of SVP’s management.

Periodic Reviews SVP’s investment personnel monitor, on an ongoing basis, the investments made on behalf of the Client Funds and accounts we advise. Victor Khosla, SVP’s chief investment officer, oversees the review process. These reviews are designed, in part, to monitor and analyze securities and other asset holdings as well as desired risk levels. Regular Reports Investors in the Restructuring Fund, the Special Situations Funds, Spurs Funds and the Capital Solutions Fund receive regular quarterly account statements, a quarterly letter and annual audited financial statements. Funds-of-one reporting is negotiated on a Client-by-Client basis, which would also be the case for any future managed accounts.

It is SVP’s general policy not to have physical custody of any Client assets; however, SVP is deemed to have constructive custody of Client assets pursuant to Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, as a result of fee payments or the service of its affiliates as general partners to the Client Funds. Therefore, all of SVP’s Client 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, and audited financial statements prepared in accordance with generally accepted accounting principles in the United States of America are sent to all investors within 120 days of the end of the respective Client Fund’s fiscal year. Investors are urged to carefully review such audited financial statements and to compare them to any reports received from SVP. Physical custody of the assets of the Client Funds is maintained with qualified custodians, the primary of which is currently State Street Bank & Trust.

SVP has discretionary authority, pursuant to its investment management agreements with Clients, to select the identity of securities or other instruments to be bought or sold, amount of securities or other instruments to be bought or sold, the brokers or dealers through which transactions will be executed, and the amount of commissions or mark ups or mark downs paid.

SVP has adopted proxy voting policies and procedures that are designed so that, where SVP votes proxies regarding portfolio securities, such proxies will be voted in the best interests of our Clients. These procedures also require that we identify and address conflicts of interest between our Clients and us. Note that because we infrequently hold public equity shares in the Clients’ portfolios, proxy voting is a rare occurrence. General Proxy Voting Policy Our general policy is to vote proxies individually, in a manner that serves the interests of the Clients, taking into account all factors that we deem, in good faith, to be relevant for purposes of voting such proxies. Specific Proxy Voting Policies Routine Matters Routine matters are typically proposed by the issuer’s management, directors, general partners, managing members or trustees (collectively, “Management”) and meet the following criteria:

they do not measurably change the structure, Management, control or operation of the company;

they do not measurably and directly change the terms of, or fees or expenses associated with, an investment in the company; and

they are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company.

For routine matters, we will generally vote in accordance with the recommendation of Management, as applicable, unless, in our opinion, such recommendation is not in the best interests of the relevant Client. Non-Routine Matters Non-routine matters involve a variety of issues and may be proposed by a company’s Management or beneficial owners (i.e., shareholders, members, partners, etc.). These proxies may involve one or more of the following:

a measurable change in the structure, Management, control or operation of the company;

a measurable change in the terms of, or fees or expenses associated with, an investment in the company; or

a change that is inconsistent with industry standards and/or the laws of the state of incorporation applicable to the company.

All non-routine matters will be voted on a case-by-case basis pursuant to the general policy noted above. All Other Matters All other decisions regarding proxies will be determined on a case-by-case basis taking into account the general policy. When SVP is faced with a potential conflict of interest in the context of proxy voting because it holds securities or other investments in different segments of an issuer’s capital structure it will attempt to resolve any such potential conflict in a manner which is fair and equitable to each Client affected. Investors may obtain a copy of these procedures and information about how SVP voted on Clients’ proxies by contacting us at 203-618-3500.

SVP does not require or solicit prepayment of fees six months or more in advance. SVP has no financial commitment that might impair its ability to meet contractual and fiduciary commitments to its Clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.