Heard Capital LLC

Heard Capital LLC (“Heard Capital”), a Delaware limited liability company and registered investment adviser, commenced operations in 2011 and provides discretionary investment advisory services to U.S. and offshore private investment vehicles. Founder William Heard, who also serves as Chief Executive Officer and Chief Investment Officer, is the ultimate principal owner of Heard Capital. Heard Capital’s investment advisory services are provided as a part of a single advisory business operated by Heard Capital and its affiliates, including Heard High Conviction Long Only Fund MM LP (collectively with any general partner entities, managing member entities or similar governing entities established with respect to future Funds, the “General Partners” and, collectively with Heard Capital, the “Adviser”). The Adviser’s clients include private investment funds (each a “Fund” and, collectively with any future private investment fund to which the Adviser and/or its affiliates provide investment advisory services, the “Funds”) and separately managed accounts for certain institutional investors (“SMAs”). The Adviser’s primary strategy targets investment opportunities across five sectors: technology, media, telecom, financials and industrials. Certain Funds as well as the SMA clients generally invest in publicly traded securities of issuers in these target sectors (the “Publics Strategy”), while others seek to originate and invest in loans and preferred securities of private companies operating in the target sectors (the “Credit Strategy”). While the Adviser’s SMA clients generally engage in the Publics Strategy, the Adviser’s services are subject to modification in accordance with the investment objectives, mandates and/or guidelines of each SMA client as set forth in the written investment management agreements, or similar agreements, governing such SMA relationships. The Adviser may also enter into side letters or other similar agreements with certain investors (without the approval of any other investors) in connection with such investors’ admission to a Fund. Such side letters or similar agreements may establish different rights or privileges applicable to such investors, including with respect to management fees and/or performance-based fees. The Adviser tailors its services according to the specific strategies, objectives and investment programs set forth in each Fund’s constituent documents, including applicable private placement memoranda and, as applicable, interest class supplements of particular classes of Fund securities (collectively, “Constituent Documents”). Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances may be excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Constituent Documents; such arrangements generally do not and will not create an adviser-client relationship between the Adviser and any investor. The Funds or the General Partners reserve the right to, and have entered into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Constituent Documents with respect to such investors. The Adviser offers individualized investment advice to its SMA clients, who may be permitted to impose restrictions on investing in certain securities or transactions. As of December 31, 2025, the Adviser managed approximately $2,395,879,443 in client assets on a discretionary basis. The Adviser does not manage client assets on a non-discretionary basis.

Funds The Adviser receives a management fee and performance-based fees, either in the form of an incentive allocation or carried interest, as compensation for providing investment advisory services to the Funds. The Funds’ management fees, performance-based fees and other compensation payable to the Adviser are disclosed in the Constituent Documents of each of the Funds.

In general, the Funds pay to the Adviser a management fee equal to a percentage of, (i) in the case of the Funds engaged in the Publics Strategy (the “Hedge Funds”), the net asset value (“NAV”) of each capital account, up to 1% or 2% annually (with rates varying by investor class in certain instances), in accordance with the terms of the applicable Constituent Documents, or (ii) in the case of the Funds engaged in the Credit Strategy (the “Credit Funds”), the invested capital of each investor, up to 1.5% or 2% annually, in accordance with the terms of the applicable Constituent Documents. In general, the Hedge Funds will debit from each capital account and pay to the Adviser the applicable management fee in advance, determined as of the first day of each calendar month or calendar quarter, as set forth in the applicable Constituent Documents. Management fees owed by the Credit Funds will generally be paid out of current income and disposition proceeds of the Fund and, in the Adviser’s discretion, from drawdowns that will reduce unfunded commitments, beginning on the initial drawdown of capital, calculated quarterly in advance. While interests in the Hedge Funds may be redeemed in certain instances in accordance with the applicable Constituent Documents, management fees of the Credit Funds are expected to be paid, except as otherwise described in the applicable Constituent Documents, over the term of the relevant Credit Fund, and investors generally are not permitted to withdraw or redeem interests in the Credit Funds. The management fees for the Funds are non-negotiable, however the Adviser’s agreement with each Fund gives the Adviser the discretion to vary these fees or to agree to a different management fee arrangement in respect of any capital account or commitment of capital of an investor or waive or reduce the management fee in respect of any capital account or commitment of capital of an investor. This will not entitle the investor that holds such capital account or capital commitment, as applicable, or any other investor, to such a different arrangement, waiver or reduction in respect of any other capital account or capital commitment. The Adviser does not charge management fees against any capital account or capital commitment established for the Adviser or its employees or other personnel. Management fees are calculated after taking into account any Fund level expenses and are payable regardless of the overall success or income earned by the Funds. Investors in the Funds pay their pro rata share of costs and expenses the Adviser reasonably determines to be necessary, appropriate, advisable or convenient to effect the Funds’ formation, carry on their business and realize their objectives (“Costs and Expenses”). For the Hedge Funds, such Costs and Expenses include (i) Fund organizational and initial offering expenses; (ii) management fees; (iii) costs and expenses incurred in connection with the offer and sale of interests or shares in a Fund (as applicable); (iv) costs and expenses incurred by the Adviser while traveling on a Fund’s behalf; (v) costs and expenses incurred by the Adviser in connection with investigating investment opportunities for a Fund and reviewing the continued suitability of a Fund’s investments in light of such Fund’s investment objectives, including payments to unaffiliated third-party research firms; (vi) expenses related to third-party software systems including but not limited to order management and execution, portfolio accounting, risk management, anti-money laundering, Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and compliance software; (vii) costs and expenses incurred in connection with the investment and reinvestment of Fund assets, including brokerage commissions, dealer mark-ups, mark-downs and spreads, and related clearing and settlement charges; (viii) all custodial, administrative, cybersecurity, information technology, legal, accounting, auditing, record-keeping, tax form preparation, compliance, proxy voting and consulting costs and expenses (including costs and expenses associated with obtaining systems and other information designed to facilitate Fund accounting, record-keeping, and/or the operation and maintenance of information systems, including related hardware and software); and fees, costs and expenses of third-party service providers that provide such services; (ix) expenses associated with providing information to risk aggregators; (x) costs of examination and regulatory inquiries and

filings; (xi) legal costs and expenses incurred in connection with any threatened, pending or anticipated litigation, examination or proceeding; (xii) costs and expenses, including printing and mailing costs and expenses related to third-party software systems, associated with preparing investor notices and communications; (xiii) governmental licensing, filing and exemption fees; (xiv) indemnification obligations as set forth in the applicable Fund governing documents and (xv) extraordinary expenses (if any). Expenses that relate to a Hedge Fund and one or more of the SMA clients will be allocated on a pro rata basis each month on the basis of such Fund’s and such other clients’ respective NAVs. If an investment in a Hedge Fund is redeemed at any time other than at the end of a fiscal year, any accrued expenses will be paid to the Adviser at such time. In addition, the Hedge Funds’ Constituent Documents contain lock up and redemption provisions as further described therein. Investors should refer to the applicable Constituent Documents of the Hedge Funds for a complete understanding of the fees, costs, expenses and related terms that apply. For the Credit Funds, Costs and Expenses include (i) those necessary for the Fund to become and remain registered or qualified under (or exempt from such requirements under) applicable laws; (ii) taxes or governmental charges, brokerage commissions and expenses, loan administration expenses, third-party loan accounting expenses, broken deal expenses, fees of pricing and valuation services, asset services, spreads and other fees, development fees, commissions, bank charges, transfer or recording fees, registration fees, financing fees, interest, commitment fees, custody fees, interest expenses, financing charges, leasing and servicing fees, out-of-pocket expenses related to third-party service providers (including loan servicer fees), advisory fees, lawyers’, advisors’, finders’, accountants’, agents’, appraisers’, consultants’, experts’, administrators’, joint venture partners’ and other professional or third-party fees, performance-based compensation, costs and disbursements (including travel, rent or lodging), and any other costs, expenses, charges or fees incurred or payable in connection with the operations of the Fund and the location, identification, structuring, evaluation, acquisition, consummating, maintaining, holding, insuring, servicing, sale or proposed sale, disposal, financing or refinancing of Fund investments, whether or not consummated (including any performance-based fees or profit participations and any costs relating to the advance or administration of any loan being advanced by any lender), which may include costs incurred to attend or sponsor networking and other similar events; (iii) expenses incurred in obtaining, developing, operating or maintaining market data technology systems, research and other information and information service subscriptions utilized with respect to the Fund or its activities, including fees to third-party providers of research, portfolio risk management services (including the costs of risk management software, software customization and implementation costs or database packages); (iv) all expenses incurred in the collection of amounts due to the Fund; (v) all third-party accounting and other costs of preparing and maintaining records and books of account in relation to the business of the Fund, including any accounting systems; (vi) the remuneration and expenses of the Fund’s independent accountants, auditors, valuation agents and appraisers, and all other costs incurred in connection with the preparation of the financial statements, appraisals, pricing, valuations, tax returns and other statements and reports; (vii) all costs and expenses of, or incidental to, the preparation of amendments to the Fund’s Constituent Documents; (viii) all costs and expenses of, or incidental to, the preparation, dispatch or posting to a web-based portal to investors of all checks, reports, circulars, forms and notices, and any other documents necessary or desirable in connection with the business and administration of the Fund; (ix) all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund and the realization of the Fund’s investments and other Fund assets pursuant thereto; (x) any costs and expenses of any litigation, investigation, regulatory, self-regulatory, governmental or legal inquiries involving Fund activities (including regulatory sweeps) (whether or not threatened or pending) and the amount of any judgment or settlement paid in connection therewith; (xi) all costs and expenses for indemnity or contribution payable by the Fund, and all costs of any liability insurance, including any directors’ and officers’ liability insurance or fidelity coverage for the Fund or the Adviser and their

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Methods of Analysis In providing investment advisory services, the Adviser conducts extensive analysis of the fundamentals of securities and their respective industries before recommending them for inclusion in a client account. The Adviser’s analysis includes, amongst other factors, analysis of financial performance, management team

experience, assessment of the competitive landscape, industry outlook and drivers, legal and regulatory conditions as applicable, general economic conditions and other factors which could impact securities’ performance. In addition, the Adviser conducts risk analytics on each position considered for inclusion in the portfolio. While a number of different factors, data and information are considered and used by the Adviser in making securities selection decisions, the primary method used by Adviser is fundamental analysis. Investment Strategies Hedge Funds The Hedge Funds generally target investment opportunities in five sectors: technology, media, telecom, financials and industrials. The Hedge Funds’ portfolio is constructed by analyzing the debates the Adviser believes are relevant to an industry or company and utilizing bottom-up, fundamental analysis to identify securities that it believes are best positioned to answer such debates over the long term. Typically, the Adviser targets opportunities in securities in which the market’s expectations differ from the Adviser’s view. The Adviser seeks to establish long positions in companies which it believes possess one or more of the following characteristics: superior growth prospects, a history of successful capital allocation, an entrenched competitive position with limited barriers to entry, a seasoned management team with aligned interests with shareholders, ample liquidity and strong recurring cash flow. The Adviser generally pursues the Hedge Funds’ objectives by making investments in public equity markets. The Hedge Funds invest in publicly listed equity securities. The Adviser does not use leverage as part of the investment strategy for its Hedge Funds, and such Hedge Funds do not purchase securities on margin. The Hedge Funds’ investment strategies are speculative and entail substantial risk of loss. Although the above sets forth certain general investment strategies, the Hedge Funds may undertake additional strategies or investments consistent with their overall investment objective. There can be no assurance that the investment objectives of the Hedge Funds will be achieved. Accordingly, the Hedge Funds’ strategies could result in substantial losses under certain circumstances. Credit Funds The Credit Funds generally seek to originate and invest in loans and preferred securities of private companies operating in the Adviser’s target sectors: technology, media, telecom, financials and industrials. The Credit Funds’ portfolio is to be constructed by utilizing bottom-up, fundamental analysis to identify what the Adviser believes to be misunderstood situations and driving outcomes in such target sectors and making debt investments in issuers based on such analysis. The Adviser seeks to act as a thought partner to such issuers, especially to those undergoing complex transitions or structure changes, and to take an active approach to portfolio management. The Adviser generally seeks to pursue the Credit Funds’ objectives by issuing loans or preferred equity or similar debt instruments to private companies in the target sectors, although investments in debt securities of public companies may be permitted. The Credit funds’ investment strategies are speculative and entail substantial risk of loss. Although the above sets forth certain general investment strategies, the Credit Funds may undertake additional strategies or investments consistent with their overall investment objective. There can be no assurance that the investment objectives of the Credit Funds will be achieved. Accordingly, the Credit Funds’ strategies could result in substantial losses under certain circumstances. SMAs The SMAs have a similar strategy as the Long Only Funds; however, in all cases, the Adviser invests subject

to the investment guidelines and/or restrictions set forth in the investment management agreements governing the SMAs. The investment risks below may also apply to the activities of the SMAs. However, additional risks may be relevant to SMAs and future SMAs whose investment strategies differ from those of any Funds. Risk of Loss The Adviser’s investment strategies and investment techniques are speculative and entail substantial risk of loss. Although the above sets forth certain general investment strategies, the Adviser may undertake additional strategies or investments consistent with its overall investment objective. Although the Adviser will use what it considers seasoned investment research techniques and risk management strategies in investing and trading for its clients, any investment should be considered speculative and involves substantial risk. There can be no assurance that the investment objectives of the Adviser will be achieved. Accordingly, the Adviser’s strategies could result in substantial losses under certain circumstances. Investors are urged to carefully review the risk factors set forth in each Fund’s Constituent Documents, which include a more complete description of risk factors associated with an investment in such Fund. In addition to those risk factors, prospective clients and investors should be aware of certain additional special considerations and risk factors, which include, but are not limited to, the following: Risks Applicable to All Funds and SMAs

General Economic, Market & Investment Risk: All investments in securities and other financial instruments involve substantial risk of volatility (potentially resulting in rapid declines in market prices and significant losses) arising from any number of factors that are beyond the control of the Adviser, such as changing market sentiment; changes in industrial conditions, competition and technology; changes in inflation, exchange or interest rates; changing domestic or international economic or political conditions or events; economic uncertainty; unavailability of credit; credit and other types of default or distress event; trade barriers; currency exchange controls; energy prices; commodity prices; natural disasters; pandemics; coordinated investor actions; changes in laws and governmental regulation; and changes in trade, fiscal, monetary or exchange control programs or policies of governments or their agencies (including their central banks). Changes in such factors, as well as innumerable others, are often unpredictable and unforeseeable, rendering it difficult or impossible to predict or foresee future market movements. The value of clients’ investments may go up or down, sometimes dramatically and unpredictably, based on these factors and other factors affecting the markets in which the Adviser invests. Unexpected volatility or illiquidity in the markets in which clients hold positions or other investments could impair the ability to achieve client objectives and cause clients to incur losses. Although the Adviser believes that its careful selection and monitoring of investments should mitigate the risk of loss, an investment in a Fund or SMA is nevertheless subject to loss, including possible loss of the entire amount invested. No guarantee or representation is made that any investment strategy will be successful. The Funds’ and SMAs’ investment results may vary substantially over time.

Uncertain Economic, Social and Political Environment: Consumer, corporate and financial confidence could be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts (such as the Russian invasion of Ukraine, the threat that Russia’s military aggression may expand and the recent conflicts in the Middle East, including the Israel-Hamas war and the US-Israel war with Iran, and potential escalation of such conflicts), the rise of populist political parties and economic nationalism, national or global financial crises, trade wars or tariffs (including those recently imposed or threatened by or against the U.S.), virus or disease epidemics or other sources of political, social or economic unrest. Such erosion of confidence could lead to or extend a national or global economic slowdown or downturn, which

could lead to financial losses in client investments. Additionally, these factors create greater regulatory uncertainty, for example, regarding the posture of governments with respect to taxation, international trade and law enforcement. A climate of uncertainty could thus adversely affect us in a number of significant ways, including, for example, by impairing the financial stability and value of the companies in which we invest, reducing the availability of potential investment opportunities and increasing the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. Furthermore, such uncertainty or general economic downturn could have an adverse effect upon investments, as could negative regulatory developments.

Currency Risks: Although the Funds and SMAs will normally invest and receive any returns on such investment in U.S. Dollars, assets may be invested in securities and other financial instruments denominated in other currencies. Even if the trading of funds may be profitable in such currencies, such profits may be reduced or eliminated, or the underlying funds could experience losses, because of adverse currency fluctuations between U.S. Dollars and the denominated currencies of the traded instruments. The Adviser may attempt to mitigate the risks associated with currency fluctuations at times by entering into, when available, forward or options contracts or by the purchase or sale of foreign currencies in connection with the acquisition, holding or disposition of investments, but is not obligated to do so. In addition, investments may be adversely affected by the imposition of unfavorable mandatory exchange rates with respect to, or other limitations or prohibitions on, the exchange or repatriation of currencies in which the Funds or SMAs hold positions or in which securities or other investments of the Funds or SMAs are denominated.

Strategy Risk: The business of investing in securities is highly competitive and the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. An investment in a Fund or SMA involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that any investment strategy will be successful.

Cybersecurity Risks: Cybersecurity incidents and cyberattacks have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. Cybersecurity risks for investment funds have significantly increased in recent years in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, and other external parties, including foreign state actors. Furthermore, the Funds, SMAs and/or the Adviser may be the targets of a cyberattack because they process transactions of substantial monetary value and maintain and store significant amounts of confidential, proprietary, sensitive, personal and other nonpublic information. The Adviser has procedures and systems in place that endeavor to protect its and its clients’ data and information, to protect its infrastructure and to prevent cybersecurity incidents. However, such measures cannot guarantee absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or otherwise sabotage electronic systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network-connected services provided by third parties to the Funds, SMAs and/or the Adviser may be susceptible to compromise, leading to a network breach. Online services provided by the Adviser to its investors may also be susceptible to compromise. The Adviser’s third-party service providers are subject to the same cybersecurity threats. If a service provider fails to adopt or adhere to adequate data security procedures, or if despite such procedures its networks are breached, information relating to client transactions and/or personal

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The Adviser provides investment advisory services to the Funds and the SMAs. Admission to the Funds is not open to the general public, and each investor must meet the eligibility provisions and minimum contribution amounts as described in the applicable Constituent Documents and subscription documentation. Investors must generally be “accredited investors” as defined in the Securities Act of 1933 (as amended, the “Securities Act”) and “qualified clients” as defined in Rule 205-3 of the Advisers Act. The Adviser’s SMA clients may include pension and profit-sharing plans, charitable organizations, foundations, endowments and other institutional clients. Generally, as of the date of this Brochure, investors in the Funds are subject to a minimum investment of $1,000,000. The Adviser is permitted to raise or lower this minimum from time to time and accept initial capital contributions below the established minimum in its discretion. The SMAs and any future SMAs are subject to significant account minimums. While the Adviser may, as an accommodation, accept SMAs that have fewer assets, as of the date of this Brochure the Adviser seeks clients with investable assets of at least $50 million.

Performance-Based Fees As discussed in Item 5, the Adviser is entitled to receive performance-based fees, including incentive allocations from the Hedge Funds and carried interest from the Hedge Funds and, in certain instances, from SMAs. The Adviser charges performance-based fees only to qualified clients as defined in Rule 205-3 of the Advisers Act. The Hedge Funds and SMAs may have different incentive allocation calculations. Depending upon the specific Fund, the terms associated with a specific share or interest class, or investment option of the particular client, incentive allocations of the Hedge Funds and the SMAs are generally calculated on net profits above a certain benchmark or hurdle as specified in each Hedge Fund’s respective Constituent Documents or in applicable investment management agreements. Incentive allocations made to the Adviser are determined based upon the value of Hedge Fund assets or SMA assets, as applicable, including value attributable to unrealized appreciation. Thus, such incentive allocations may be made to the Adviser based on positions that were profitable at the time of such fees but unprofitable when eventually liquidated. Carried Interest for the Credit Funds is generally up to 15% of all realized profits subject to a compound preferred return of up to 8%, as more fully described in the respective Constituent Documents.

The Adviser may agree, in its sole discretion, to a different performance-based fee arrangement in respect of any Fund investor’s capital account or capital commitment, as applicable, or waive or reduce performance-based fees in respect of any investor. This will not necessarily entitle such investor, or any other investor, to such different arrangement, waiver or reduction in respect of any other investment in a Fund. The Adviser does not intend to charge performance-based fees with respect to any investment by the Adviser or its members or employees. Side-By-Side Management The Adviser accepts performance-based compensation from every Fund and, in certain instances, from SMAs. The Adviser recognizes that managing Funds and SMAs with differing terms relating to performancebased fees presents potential conflicts of interest, including that the Adviser may have an incentive to favor one client over another when allocating investment opportunities. Clients should be aware that incentive or performance-based fee arrangements may create an incentive for the Adviser to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Furthermore, the Adviser may have clients who do not pay incentive or performance-based fees, which could create an incentive for the Adviser to favor accounts that do pay such fees because compensation received from performance-based fee clients is more directly tied to the performance of their accounts. The Adviser has established policies and procedures reasonably designed to mitigate any such conflicts of interest, including by maintaining a Code of Ethics as described in Item 11 below, and by implementing “best execution,” order aggregation and allocation policies and procedures designed to allocate investment opportunities on a fair and equitable basis. Best execution and trade aggregation and allocation are further addressed in Item 12 below. Ultimately, the Adviser believes that performance-based fee arrangements align the Adviser’s interests with the interests of clients who are subject to those fees.

Neither the Adviser nor any employee of the Adviser is registered, or has an application pending to register, as a broker-dealer, representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading advisor or associated person of a futures commission merchant, commodity pool operator or commodity trading advisor. The Adviser has no arrangements with a related person who is a broker-dealer, investment company, other investment adviser, financial planner, commodity trading advisor or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer or sponsor or syndicator of limited partnerships that are material to its advisory business or to its clients. The Adviser does not recommend or select other investment advisers for its Funds.

Code of Ethics and Personal Trading The Adviser has adopted a Code of Ethics (the “Code”) pursuant to the requirements under SEC Rule 204A1 under the Advisers Act. The Code applies to all employees as supervised persons, describing the Adviser’s standard of business conduct and fiduciary duty to its clients and a policy designed to ensure the Adviser’s activities are conducted in accordance with the Advisers Act and all other applicable laws and regulations. The Code requires that employees provide the Adviser with information as to personal securities transactions and holdings, including such transactions and holdings associated with any accounts (i) in the name of the employee, his/her spouse, his/her minor children or other dependents residing in the same household, (ii) for which the employee is a trustee or executor, or (iii) which the employee controls. The Code places restrictions on personal trading by employees, including that employees must make a written request and receive clearance from the Adviser’s CCO before buying or selling securities, other than certain government securities, shares of mutual funds and certain other types of securities that the Adviser does not believe create a material potential for conflicts of interest. The Code prohibits employees from buying or selling securities that appear on the Adviser’s restricted list. Employees and employees’ immediate family members must also obtain pre-approval before participating in any limited offering, private placement or investment in an initial public offering. Employees are required to report securities holdings upon hire and on an annual basis and all employees’ reported securities transactions and holdings are monitored and reviewed. Certain non-public and/or non-credit related investment opportunities may be brought to the Adviser’s attention through the personal relationships with the Adviser’s employees (instead of client account activity). Clients may not be given the opportunity to invest in such opportunities absent unusual circumstances and the Adviser’s employees may invest in such opportunities for their own accounts,

subject to receiving requisite pre-approvals as described above and as more fully detailed in the Code. The Code is designed to ensure that the personal securities transactions and activities and interests of the employees of the Adviser will not interfere with the Adviser (i) making decisions in the best interest of its clients and (ii) implementing such decisions while, at the same time, allowing employees to invest on their own behalf. The Code also contains the Adviser’s policies and procedures relating to material, nonpublic information (the “Insider Trading Policy”). The Adviser’s Insider Trading Policy prohibits the Adviser and its employees from trading on behalf of clients or for themselves in securities of a company while in possession of material nonpublic information about the company, and from disclosing such information to unauthorized persons, in each case in violation of applicable law. In addition to the Insider Trading Policy and restrictions regarding personal trading, the Code also addresses and governs, inter alia, the giving and receiving of gifts and entertainment and outside business activities. All of the Adviser’s employees must acknowledge the terms of the Code initially upon the commencement of employment, annually and upon a material amendment to the Code. Employees are also required to certify compliance with the Code on a quarterly basis. A copy of the Code is available upon the request of a client or prospective client to the Adviser’s CCO, Anita Thienel, at compliance@heardcapital.com, and will be provided at no charge. Participation or Interest in Client Transactions The Adviser shall invest and reinvest each Fund’s and SMA’s assets in accordance with the investment guidelines and restrictions set forth in the relevant Constituent Documents and investment management agreements, as applicable. All trading shall be done on an agency (not a principal) basis, and the Adviser shall not engage in any agency cross trades. At times, the Adviser may affect the purchase and sale of a security directly between the relevant clients. In the event of such an internal cross trade, the Adviser would: (i) determine that the transaction is in the best interests of each client involved; (ii) arrange the transaction for no additional compensation; and (iii) arrange for the trade to be transacted at the current independent market price or, in the case of a rebalancing transaction, as of the close of the market on the day of the trade. Employees are required to consult with the CCO with respect to any internal cross trade. Neither the Adviser nor any related person is permitted to recommend to clients, or buy or sell for client accounts, securities in which it/he/she has a material financial interest. The Adviser anticipates that, in appropriate circumstances and consistent with clients’ investment objectives, the Adviser will cause accounts over which the Adviser has management authority to effect, and will recommend to clients or prospective clients, the purchase or sale of securities in which the Adviser, its affiliates and/or clients, directly or indirectly, have a position or interest. In addition, there will be circumstances in which the Adviser’s personnel will trade for their personal accounts in a manner that differs from actions taken for client accounts, including securities which are recommended to and/or purchased for clients. As of the date of this Brochure, the Adviser and Mr. Heard have financial ownership interests in the Funds. The fact that the Adviser and Mr. Heard have financial ownership in the Funds creates a potential conflict in that it could cause the Adviser to make different investment decisions than if such parties did not have such financial ownership interests. Further, as discussed in Items 5 and 6 above, the Adviser receives a management fee and an incentive allocation from the Funds for its services to the Funds. The Adviser does not charge management fees or performance-based fees against any account or capital commitment established for the Adviser or its members or employees. The Adviser does not believe this arrangement presents any material conflict of interest as the interests of the Funds, the Adviser and its employees are aligned.

Selection of Broker-Dealers, Research and Soft Dollars All securities transactions made by the Hedge Funds (and, to the extent any of the Credit Funds invest in publicly-listed securities, the Credit Funds) are executed through approved broker-dealers. The Adviser considers several factors in selecting broker-dealers to execute trades, including, but not limited to: (i) a broker-dealer’s execution capabilities with respect to the relevant type of order and access to the markets for the securities being traded; (ii) the broker-dealer’s clearing and settlement capabilities; (iii) the type and size of the transactions involved and the broker-dealer’s ability to execute on similarly-sized transactions; (iv) brokerage commission rates; (v) the broker-dealer’s reputation and responsiveness to inquiries from the Adviser; (vi) the broker-dealer’s familiarity with the investment practices of the Adviser; (vii) the financial strength and stability of each broker-dealer; (viii) the broker-dealer’s operational facilities; and (ix) the quality of overall brokerage services. The Adviser’s investment and risk committee regularly reviews the performance of its approved broker-dealers. The Adviser is aware of its obligation to seek the “best execution” of securities transactions. Best execution entails the efficient placement of order, clearance, settlement and overall execution quality as well as the price obtained in the transaction. The Adviser’s duty is not necessarily to find the best price or lowest cost, but rather to achieve the best qualitative execution for the client. As part of its efforts to obtain best execution, the Adviser considers the factors discussed above in choosing approved brokerdealers, and also aggregates orders for multiple clients as detailed below. The Adviser’s investment and risk committee oversees the Adviser’s brokerage practices, including implementing and monitoring best execution. Research services received from broker-dealers are supplemental to the Adviser’s own research effort and, when utilized, are subject to internal analysis before being incorporated by the Adviser into its investment process. The Adviser accepts proprietary research from broker-dealers and does not enter into any formal soft dollar arrangements to receive such research. To the best of the Adviser’s knowledge, these services are generally made available to all institutional investors doing business with such brokerdealers. Research is made available to the Adviser on an unsolicited basis and without regard to the rates of commissions charged or paid by the Adviser or the volume of business the Adviser directs to such broker-dealers. Accordingly, the Adviser does not separately compensate such broker-dealers for the research and does not believe that it “pays-up” for such broker-dealers’ services due to the difficulty associated with the broker-dealers not breaking out the costs for such services. General Practices Funds The Adviser has full discretionary authority to manage the investment of the Funds, including the authority to make decisions as to which securities are bought and sold, the amount and price of those securities, the broker-dealers to be used for particular transactions and the commissions or mark-ups and markdowns paid. While the length of time a Fund holds a particular security will be a consideration in investment decisions for both performance and tax efficiency reasons, a Fund’s investment policies may change or could lead to frequent changes in such Fund’s investments, particularly in periods of volatile market movements or for other reasons (e.g., a change in tax laws). The length of time a Fund has held a particular security will not, however, be a consideration in investment decisions. Portfolio turnover involves some expense to a Fund, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities.

Financial institutions such as broker-dealers and banks will have custody of the Funds’ assets, including margin deposits. Often, these assets will not be registered in the name of a Fund. Financial difficulty, fraud or misrepresentation at one of these institutions could impair the operational capabilities or capital position of a Fund. SMAs The Adviser will execute transactions on behalf of SMAs in accordance with the relevant execution policy, investment management agreements and/or similar agreements governing SMA relationships. In the event an SMA client directed the Adviser to utilize a particular broker-dealer to execute some or all transactions for that client’s account, such client would be responsible for negotiating the terms and arrangements for the account with that broker-dealer and, as a result, the Adviser would not seek better execution services or prices from other broker-dealers or be able to aggregate the SMA client’s transactions with other accounts it manages, potentially resulting in materially disparate commissions, greater spreads or other transaction costs or less favorable net prices on transactions for the account than would otherwise be the case. Directed Brokerage The Adviser does not engage in directed brokerage. Trade Aggregation and Allocation The Adviser pre-allocates all orders, with investment allocations generally made on a pro rata basis. In no event shall the allocation of orders be based on considerations other than the best interests of the client. In instances where a determination is made to allocate trades in a non-pro rata manner, the Adviser will document the reason for the non-pro rata allocation and review any non-pro rata allocations to ensure that all clients are being treated consistently. The Adviser will only aggregate orders if by doing so the Adviser is acting in clients’ best interests and facilitating best execution, including negotiating more favorable prices, obtaining more timely or equitable execution, or reducing overall commission charges. Each client that participates in an aggregated order will participate at the average share price for all the Adviser's transactions in that security on a given business day, with transaction costs shared pro rata based on each client’s participation in the transaction. The Adviser will pre-allocate any aggregated orders, with all allocations generally made on a pro rata basis and always in consideration of the best interest of the client. Orders may be aggregated on a non-pro rata basis only if all client accounts receive fair and equitable treatment and the reason for the different aggregation is documented and approved by the Adviser’s CFO. No additional compensation or remuneration will be due to the Adviser as a result of the aggregation. Where the Adviser does not aggregate where it had the opportunity to do so, it is possible that higher brokerage costs may result. Trade Errors The Adviser has internal controls in place to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, the Adviser will use reasonable efforts to correct the error as soon as possible. The goal of error correction is to make the client “whole,” regardless of the cost to the Adviser. The Adviser maintains a record of each trade error, including information about the trade and how such error was corrected.

The Adviser does not receive any monetary compensation or other economic benefit from a non-client for the Adviser’s provision of investment advisory services to a client. The Adviser utilizes placement agents. The Adviser compensates such placement agents for any client referrals based on a percentage of assets placed with the Adviser. All client referrals from such placement agents are to be conducted in accordance with Rule 206(4)-1 under the Advisers Act and any other applicable state or regulatory requirements.

The Adviser has no disciplinary event(s) to disclose.

The Adviser reviews all client accounts on a regular basis to determine conformity with risk parameters, investment objectives and guidelines.

Hedge Funds and SMAs The Adviser receives daily updates of portfolio positions and transactions. Investment personnel at the Adviser regularly review and discuss portfolio status, potential investments and related issues. All accounts are reviewed in light of emerging trends and developments as well as market volatility. Any reviews on an other-than-periodic basis would occur in the event of performance anomalies. Credit Funds The investment portfolios of the Credit funds are generally expected to be private, relatively illiquid and long-term in nature. The Adviser’s review of these Funds is not directed towards a short-term decision to dispose of securities. However, the Adviser will closely monitor the portfolio investments of the Credit Funds. Reporting The Hedge Funds generally provide monthly reporting of net assets attributable to each investor’s capital account(s)and quarterly letters highlighting the developments for the period. All Funds generally provide to each investor quarterly statements and annual audited statements for such Fund and tax information in connection with year-end financial and tax reporting. Certain investors may receive additional information. Each SMA client’s administrator and/or custodian, with assistance from the Adviser as necessary, provides such client with periodic holdings reports.

The Adviser expects to be deemed to have custody of the Funds’ assets (within the meaning of “custody” under the Advisers Act Rule 206(4)-2) (the “Custody Rule”)) because of the authority that the Adviser has over those assets, subject to certain exceptions set forth in the Custody Rule and related guidance. Accordingly, the Adviser seeks to maintain all Fund assets with qualified custodians. The Funds are audited annually by an accounting firm that is a member of the Public Company Accounting Oversight Board. The audit of the Funds is conducted in accordance with U.S. Generally Accepted Accounting Principles. Audited financial statements are distributed to all Fund investors within 120 days of the Funds’ fiscal year end. The Adviser does not maintain physical possession of any SMA’s cash or securities. Each of the SMA clients appoints its own custodian or sub-custodian(s) for the assets of such client. At no time will the Adviser or any of its delegates or affiliates be authorized to have physical control or custody over SMA assets or transfer any of SMA assets to another account. The qualified custodians appointed by SMA clients provide account statements to such SMA clients.

Funds The Adviser has discretionary authority to manage the assets of the Funds. The authority is conveyed pursuant to: (i) each Fund investor’s subscription agreement, (ii) the investment management agreement between the Adviser and each Fund, and (iii) the Constituent Documents of each Fund. Investment decisions for the Funds are made in accordance with the investment objectives, guidelines, restrictions and limitations set forth in the Constituent Documents. SMAs The Adviser has discretionary authority to manage the assets of the SMAs. Regardless of the discretionary authority the Adviser has with respect to a SMA, when recommending securities to and determining amounts of securities for such SMA, the Adviser observes the investment policies, limitations and restrictions of the SMA client as set forth in such SMA’s investment management agreement. As a general matter, SMA clients may be permitted to impose restrictions on investing in certain securities or transactions, provided that such restrictions are transmitted to the Adviser in writing.

The Adviser has discretion to vote the proxies of securities it manages within its clients’ portfolios. To ensure alignment with client interests, the Adviser has adopted and implemented policies and procedures that it believes are reasonably designed to ensure proxies are voted in clients’ best interests. In accordance with its proxy voting guidelines, the Adviser typically votes in accordance with management recommendations, based on its view that management is typically best positioned to evaluate the company’s operational and strategic needs. However, the Adviser may vote differently in the event it feels doing so would be in the best economic interests of a client. In addition, in cases of material conflicts of interest, the Firm may take separate actions to resolve any such conflict in the best interests of its clients. The Adviser has retained Institutional Shareholder Services Inc. (“ISS”) as a proxy administrator responsible for identifying the proxies upon which the Adviser will vote, voting the proxies in accordance with the Adviser’s proxy voting policy and submitting the proxies promptly and properly. The Adviser periodically reviews its records to ensure that proxies are voted in accordance with the Adviser’s standard methodology and/or alternate vote instructions, as applicable. Clients (or investors) can obtain (i) a copy of the Adviser’s proxy voting policy and procedures and (ii) a record of all of proxy votes cast on its behalf by contacting the Adviser’s CCO by emailing compliance@heardcapital.com. As a matter of policy, the Adviser disclaims any responsibility or obligation to monitor for the initiation of, advise about or prepare, file or otherwise process proofs of claims or settlement elections for any class action or other litigation matters concerning any past or current holdings of client accounts. If the Adviser determines in its sole discretion that a Fund will participate in a class action involving issuers in which such Fund held positions, the Firm may use a third-party vendor to track and file proofs of claim on behalf of such Fund, and such vendor would be compensated on a contingency basis whereby it would receive a percent of any recovery paid to the Fund on account of such positions, in which case the Fund would absorb the cost by receiving a reduced settlement amount.

The Adviser does not require prepayment of fees by a client six months or more in advance. The Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. The Adviser has not been the subject of a bankruptcy proceeding.