Identify your principal owner(s). Notes: (1) For purposes of this item, your principal owners include the persons you list as owning 25% or more of your firm on Schedule A of Part 1A of Form ADV (Ownership Codes C, D or E). (2) If you are a publicly held company without a 25% shareholder, simply disclose that you are publicly held. (3) If an individual or company owns 25% or more of your firm through subsidiaries, you must identify the individual or parent company and intermediate subsidiaries. If you are an SEC-registered adviser, you must identify intermediate subsidiaries that are publicly held, but not other intermediate subsidiaries. If you are a state-registered adviser, you must identify all intermediate subsidiaries. This Brochure is applicable to Nyes Ledge Capital Management, LLC (“Nyes Ledge”), a Delaware limited liability company which is registered as an investment adviser with the U.S. Securities & Exchange Commission (“SEC”). Nyes Ledge was formed in January 2005 and has provided investment advisory services since April 1, 2005. Nyes Ledge offers investment advisory services through two private investment funds: o Nyes Ledge Capital Partners, LP, a Delaware Limited Partnership (the “Onshore Fund”); and o Nyes Ledge Capital Offshore Fund, Ltd., a Cayman Islands exempted fund (the “Offshore Fund”). The Onshore Fund and the Offshore Fund are referred to together in this Brochure as the “Funds” or “Advisory Clients”. “Investors” are investors in, or the beneficial owners of interests or shares in, the Funds. Nyes Ledge does not presently provide discretionary investment advisory services to one or more separately managed accounts. Brendan McCarthy is the principal owner of Nyes Ledge Capital Management, LLC. specializing in a particular type of advisory service, such as financial planning, quantitative analysis, or market timing, explain the nature of that service in greater detail. If you provide investment advice only with respect to limited types of investments, explain the type of investment advice you offer, and disclose that your advice is limited to those types of investments. Nyes Ledge presently provides investment advisory services solely to the Funds. The Funds seek to produce attractive absolute and relative returns that exhibit moderate volatility and a low correlation to the overall stock and bond markets using a multi-manager, or fund-of-funds, investment strategy. As such, the Funds are primarily invested in several private investment entities (the “Portfolio Funds”). Portfolio Funds are managed by select professional managers (“Fund Managers”) who have, what Nyes Ledge believes to be, above-average investment histories and/or prospects, and who focus on investment strategies that typically include long/short equities, event-driven strategies, intra-capital arbitrage, distressed company investing, convertible arbitrage and merger arbitrage. The Funds typically allocate assets among approximately 20-25 core Portfolio Funds and 5-15 “farm team” Portfolio Funds. individual needs of clients. Explain

whether clients may impose restrictions on investing in certain securities or types of securities. The individual needs of the investors in the Funds are not the basis of investment decisions by the Registrant. Investment advice is provided directly to the Funds by the Registrant and not individually to the Funds’ investors Nyes Ledge provides investment advisory services to the Funds based upon the criteria (investment strategies, investment restrictions, etc.) as set forth in detail in the Funds’ offering documents. Investors do not have the ability to impose restrictions on Nyes Ledge’s investments in certain securities or types of securities. Nyes Ledge has in the past entered into agreements with certain Investors whereby such Investors may be subject to terms and conditions that are more advantageous than those set forth in the given Fund’s offering documents ("Side Letters") and may continue to do so in the future. For example, such terms and conditions may provide for special rights to make future investments in a Fund, other investment vehicles or managed accounts; special withdrawal rights relating to frequency or notice; a reduction or rebate in fees to be paid by the Investor and/or other terms; rights to receive reports from the Fund on a more frequent basis or that include information not provided to other Investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the given Fund and such Investors. The modifications are solely at the discretion of the given Fund and may, among other things, be based on the size of the Investor's investment in the Fund or affiliated investment entity, an agreement by an Investor to maintain such investment in the Fund for a significant period of time, or other similar commitment by an Investor to the given Fund. As of the date of this Brochure, there are no active Side Letters between the Funds and Investors. services, (1) describe the differences, if any, between how you manage wrap fee accounts and how you manage other accounts, and (2) explain that you receive a portion of the wrap fee for your services. Not applicable. Nyes Ledge does not participate in wrap fee programs. on a discretionary basis and the amount of client assets you manage on a non- discretionary basis. Disclose the date “as of” which you calculated the amounts. Note: Your method for computing the amount of “client assets you manage” can be different from the method for computing “assets under management” required for Item 5.F in Part 1A. However, if you choose to use a different method to compute “client assets you manage,” you must keep documentation describing the method you use. The amount you disclose may be rounded to the nearest $100,000. Your “as of” date must not be more than 90 days before the date you last updated your brochure in response to this Nyes Ledge manages $336,120,000 on a discretionary basis as of December 31, 2022. Nyes Ledge does not presently manage any assets on a non-discretionary basis.