Gates Capital Management, Inc.: investment adviser

Gates Capital manages the Funds in accordance with the terms of the offering memorandum and other governing documents applicable to the Fund. Currently, Gates Capital provides these services to the following Funds: • • • •

ECF Value Fund, L.P. ECF Value Fund II, L.P. ECF Value Fund International Ltd. ECF Value Fund International Master L.P.

For information about the investment strategies of the Funds, see discussion under “Methods of Analysis, Investment Strategies and Risks of Loss.” Also, details regarding the investment objective for each Fund can be found in the offering memoranda and other governing documents. Shares or limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”); nor are the Funds registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or shares in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. Investment advice is provided directly to the Funds by Gates Capital and not individually to the Funds’ investors. As of December 31, 2025, the Company managed approximately $3,256,584,000 in regulatory assets under management on a discretionary basis.

Similarly, Gates Capital Management, L.P. receives a management fee for its investment management services for ECF Value Fund International Master, LP. Investors in this fund are charged a management fee of either 1.0% or 1.50% annualized, depending on liquidity terms, based on the net assets value on the last day of each month. Investors’ management fees are assessed at the level of the master and not the feeder. The management fee is deducted from the Fund on a monthly basis and paid to Gates Capital Management, L.P. In addition to the management fee, ECF Value Fund, L.P., ECF Value Fund II, L.P., and ECF Value Fund International Master, L.P are charged a performance fee of up to 20% of the net profits attributable to each investor’s capital account (including unrealized gains and losses), if any, subject to a highwater mark. The performance fee is allocated to Gates Capital Partners, LLC, a Gates Capital affiliate, and, for ECF Value Fund International Master, LP, assessed at the level of the master and not the feeder. The Funds bear other fees and expenses including but not limited to: administration, accounting and tax, liability insurance, third party valuation services, audit, legal, proxy voting and class action assistance, regulatory compliance, organization expenses, transaction fees, including broker commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, bank service fees and interest expenses, remuneration to independent members of the board of directors of certain funds, indemnification and extraordinary expenses. Some of these expenses are allocated pro-rata to Funds based on their net asset value or size of specific investments shared by more than one fund. Investors in the Funds are requested to refer to the applicable Funds’ offering documents for complete information on other fees and expenses. Gates Capital may invest a portion of Clients assets in shares of mutual funds or other investment companies, including exchange traded funds. Assets invested in such investment companies will be included in computing fees paid to Gates Capital. The same assets will also be subject to additional advisory and other fees and expenses, as set forth in the prospectuses of those investment companies, paid by the investment companies, but ultimately borne by the Funds.

As previously noted, the performance based fees received by the General Partner, and/or its affiliates, are based primarily on realized and unrealized gains and losses. As a result, the performance based fee earned could be based on unrealized gains that Clients may never realize.

Investors in the Funds are requested to refer to the applicable Funds’ offering documents for complete information on the services offered, and corresponding fees charged, by Gates Capital and its affiliates.

The investment policy and approach of each Fund is described in detail in each Fund’s offering documents, copies of which will be delivered to prospective investors of the Fund. Equity interests in the Funds will be offered solely to a limited number of qualified institutional and individual investors. Gates Capital utilizes risk management tools to preserve assets in volatile markets. The risk management tools employed include liquidity requirements, limits on leverage and portfolio concentration, and use of options to protect positions. Investing in any securities involves risk of loss that investors should be prepared to bear. A description of the material risks that relate to the investment strategy are described in this section, but the following is not intended to be all encompassing. The Funds’ offering memorandums provide a summary of additional risks investors face when investing in the Funds. Investors in the Funds should review the offering memorandums to fully understand the additional risks. Market Conditions – the prices of, and the income generated by, the securities owned by Clients may decline due to market conditions and other factors, including those directly involving the issuers of securities held by Clients.

Security Selection - the identification of securities representing high quality businesses and management teams is a difficult task, and there are no assurances that such opportunities will be successful. While such investments offer the opportunities for above-average capital appreciation, they also involve a high degree of financial risk and can result in substantial losses. Reliance on Key Personnel - Although each of the firm’s principals has substantial investment experience, past performance is not indicative of future results and no assurance can be given that investment objectives will be achieved or that Clients will receive a return of any of their investment. Gates Capital expects to rely heavily on the firm’s principals’ experience, and should any of them become incapacitated or in some way cease to participate during this period, performance could be adversely affected. General Economic and Market Conditions – General economic or market conditions may adversely affect the investments made by Clients. In addition, a downturn or contraction in the economy or in the capital markets, or in certain industries or geographic regions thereof, may restrict the availability of suitable investment opportunities for the Clients and/or the opportunity to liquidate any such investments, each of which could prevent Clients from meeting its investment objectives. Leverage - The Clients will be exposed to risks associated with the use of leverage, such as the risk that leverage could have a negative effect on returns and the risks of default and liquidation. In addition to use of leverage, certain entities in which Clients directly or indirectly invest may borrow money or use other financial techniques that would have the economic effect of using leverage. Litigation Risk - Some of the activities that Gates Capital engages in as part of its operations may result in litigation. The Funds could be a party to lawsuits either initiated by it, or by a company in which the Funds invest other shareholders, or state, federal and non-U.S. governmental bodies. There can be no assurance that any such litigation, once begun, would be resolved in favor of any Fund. Cyber Security Breaches and Identity Theft - Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. The information and technology systems of Gates Capital, the Funds and their respective investments may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Gates Capital has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Funds and/or their investments may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in Gates Capital’s, the Funds’ and/or their respective investments’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners

of investors). Such a failure could harm Gates Capital’s reputation, subject Gates Capital or the Funds to legal claims and otherwise affect their business and financial performance. Catastrophe Risk – Gates Capital investments may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Funds invests (or has a material negative impact on the operations of the Investment Adviser or the Service Providers), the risks of loss can be substantial and could have a material adverse effect on the Fund. Russia-Ukraine Conflict – Russia launched a large-scale invasion of Ukraine on February 24, 2022 and, in response, the United States and other governments have imposed economic sanctions on certain Russian individuals, including Russian government officials and other government-linked individuals, and Russian corporate entities and financial institutions, banned certain Russian financial institutions from global payments systems that facilitate cross-border payments and have taken other economic and political measures. It is possible that such governments could institute broader sanctions or impose other economic and political measures on Russia, which could result in the immediate freeze of Russian securities and/or funds invested in prohibited assets and/or other consequences. The extent and duration of the military action, the possibility of the conflict expanding beyond Ukraine and Russia, and resulting sanctions and other economic and political measures and future market disruptions in the region and worldwide are impossible to predict, but could be significant and have a severe adverse effect on the region and collateral effects globally, including significant negative impacts on the global economy and the markets for certain securities and commodities, such as oil and natural gas, as well as other sectors. Such effects and impacts could have a material adverse effect on the Funds and their investments. See offering documents of the Funds for a summary of more specific risk factors.

Gates Capital was also ordered to cease and desist from committing or causing any violations and any future violations of Rule 105. As noted in the Order, Gates Capital took remedial acts after promptly self-reporting the Rule 105 violation, including revising its compliance policies with respect to Rule 105.

Gates Capital does not believe these relationships create any conflicts of interest. Notwithstanding, Gates Capital has adopted and implemented policies and procedures intended to address general conflicts concerning service provider selection and due diligence.

It is the expressed policy of Gates Capital that no person employed by Gates Capital shall prefer his or her own interest to that of an advisory Client or make personal investment

decisions based on the investment decisions of advisory Clients. Additionally, it is Gates Capital’s policy not to engage in agency cross-trades or riskless principal transactions. It is not part of Gates Capital’s strategy to recommend investments in which Gates Capital or affiliates have a financial interest; however, cross transactions between Clients could be deemed principal transactions. As further described under Item 12, Gates Capital has adopted policies and procedures concerning principal transactions, which include valuation of crossed securities and obtaining written consent to the transaction(s) from the applicable Client(s). To supervise compliance with its Code of Ethics, Gates Capital requires that anyone associated with this advisory practice with access to advisory recommendations provide annual securities holdings reports and periodic account statements to the firm's Chief Compliance Officer. Gates Capital requires that all individuals must act in accordance with all applicable federal and state regulations governing registered investment advisory practices. Gates Capital's Code of Ethics further includes the firm's policy prohibiting the use of material non-public information. Any individual not in observance of the above may be subject to discipline. Clients and Fund investors may obtain a copy of Gates Capital’s Code of Ethics by submitting a request to the Chief Compliance Officer at (212) 626-0251.

Broker-dealers are selected based upon the amount of commission, quality of execution, expertise in particular markets, the reputation, experience and financial stability of the broker-dealer involved, quality of service, familiarity both with investment practices and the techniques employed by the Client, research and analytic services, and clearing and settlement capabilities. At all times, brokers-dealers are subjected to principles of best execution. In addition to the foregoing principles of broker-dealer selection, subject to the requirement to obtain best execution of brokerage transactions, Gates Capital may allocate a portion of Gates Capital's brokerage business to brokers on the basis of certain considerations, including the investment research provided by such firms, securities allocation, the availability of margin or other leverage, familiarity with the investment techniques employed by Gates Capital, block positioning, other special execution capabilities or other services provided to Gates Capital. Gates Capital may cause its Clients to pay a broker-dealer that provides brokerage and research services to Gates Capital an amount of commission in excess of the commissions which another

broker-dealer would have charged for executing a transaction. Although it is not possible to assign an exact dollar value to these services, they may, if and to the extent used, tend to reduce the expenses of Gates Capital. The fees paid to Gates Capital are not reduced because it receives such services. Research and execution-related services furnished by brokers and dealers with whom Gates Capital effects transactions may be beneficial to certain of the accounts advised by Gates Capital. It is recognized that a particular account may be charged a commission paid to a firm who supplied research services not utilized by such account. In addition, when directed by Gates Capital, some brokers may allocate commissions originally collected by the brokers to other firms who have provided research to Gates Capital. However, Gates Capital expects that each account will be benefited overall by such practice because each is receiving the benefit of research services and the execution of such transactions based upon the recognition of the value to such research services. On a quarterly basis, Gates Capital assesses its commission policies, rates and allocations. This review considers the contributions and value of research services received from broker-dealers and other firms. Brokers or dealers that Gates Capital selects to execute transactions may from time to time refer investors to Gates Capital. Gates Capital does not pay any additional fees for these referrals. However, Gates Capital may consider such referrals when allocating brokerage among brokerdealers. Gates Capital may aggregate purchase and sales orders of securities, if in Gates Capital’s reasonable judgment, such aggregation shall result in an overall economic benefit of the Funds’ account taking into consideration the advantageous purchase or selling price, brokerage commission and other expenses. Participation in the allocation is based on such considerations as investment objectives, restrictions, duration, availability of cash balances, the amount of existing holding of similar securities, as well as other factors. Allocations are generally made pro rata among the participating Client accounts. Subsequent reallocations may be made in unusual circumstances due to recognition of specific account restrictions. Gates Capital has a formal arrangement with its brokers to use credits received from its commission expense to pay for research, research-related products and other services obtained from broker-dealers. Soft dollar benefits include research reports on particular industries and companies, economic surveys and analyses, Bloomberg terminal licenses for Gates’ portfolio manager and analysts, news and research services, and other services and systems providing lawful and appropriate assistance to investment professionals in the performance of their investment decision-making responsibilities on behalf of Gates Capital’s Clients. Any payment with the commission credits for research related products or services utilized for the benefit of Gates Capital and the funds will be made within the scope of Section 28(e) of the Securities and Exchange Act of 1934. In some instances, Gates Capital may obtain a product or service that is used, in part, for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, Gates Capital will make a good faith effort to determine the relative proportion of the product or service used to assist the adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made

based on the actual use of the product or service by Gates Capital’s personnel. The proportion of the product or service attributable to assisting Gates Capital in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Fund transactions. The determination of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between Gates Capital and the Funds. As previously indicated, Gates Capital does not engage in agency cross-trades. In certain circumstances, Gates Capital may use an unaffiliated broker-dealer to cross investments. Any such transaction will be effected based on the then current independent market price and consistent with the valuation procedures established by Gates Capital. To the extent that a cross trade is deemed a principal transaction, Gates Capital will also obtain written consent to the transaction from the applicable Client(s). Gates Capital may experience errors with respect to trades executed on behalf of its Clients. Trade errors can result from a variety of situations, including, but not limited to, when the wrong security is purchased or sold, the correct security is purchased or sold but for the wrong account, or the wrong quantity is purchased or sold. Trade errors may result in losses or gains. Gates Capital will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker-dealer, Gates Capital will strive to recover any losses associated with such error from such third party. Unless Gates Capital determines that a trade error has occurred as a result of gross negligence on its part, any losses will be borne by (and any gains will benefit) the applicable Fund(s). Gates Capital has established internal policies regarding the manner in which such trade error determinations are made. In making such determinations, Gates Capital may have a conflict of interest.

To comply with Rule 206(4)-2 and to provide meaningful protection to investors, each Fund is subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board Funds’ audited financial statements are prepared in accordance with generally accepted accounting principles, and are distributed to each investor within 120 days of the Funds’ fiscal year end.

Clients may obtain a copy of Gates Capital’s proxy voting policies and procedures as well as information about how Gates Capital has voted in the past by submitting a request to the Chief Compliance Officer at (212) 626-0251.