Hiddenite Capital Partners LP

Hiddenite Capital Partners, LP, a Delaware limited partnership and private investment management firm (“Hiddenite Capital” or the “Adviser”, “we”, “us” or “our”), was founded in January 2020 with a principal place of business in New York, NY. The Adviser registered with the SEC as an investment adviser on September 16, 2020. The general partner of Hiddenite Capital is Hiddenite Capital Holdings, LLC, a Delaware limited liability company. Ryan Packard is the Managing Member and principal owner of the Adviser and Hiddenite Capital Holdings, LLC. Hiddenite Capital provides discretionary investment advisory services to Hiddenite Capital Fund, LP, Hiddenite Capital Offshore Fund Ltd, (together with Hiddenite Capital Fund, LP, the “Feeder Funds”) and Hiddenite Capital Master Fund, Ltd. (the “Master Fund”), each of which are pooled investment vehicles. The first being a Delaware limited partnership, and the others being Cayman Islands exempted companies (collectively, the “Fund Clients” or “Fund”). In the future, the Adviser may serve as investment manager to other client accounts, including separately managed accounts for institutional investors (collectively, “Clients”). The investment objectives, strategies, terms, conditions and restrictions applicable to (i) the Fund Clients are described in their respective confidential offering memoranda and governing documents (referred to collectively as the “Offering Documents”) and (ii) any potential managed account Clients are set forth in their respective investment management or sub-Advisory agreements between the managed account Clients and the Adviser (the “Advisory Agreements”). Hiddenite Capital generally seeks to achieve capital appreciation with respect to Clients primarily through investing in equities (both long and short), options, performing credit, stressed credit, and distressed credit. Information about each Fund Client is set forth in its applicable Offering Documents. See Item 8 below. The Adviser does not tailor its advisory services to the individual needs of its Clients, however, with respect to Clients other than the Fund, a Client may enter into Advisory Agreements with the Adviser in which the Client imposes restrictions on investing in certain types of securities and other financial instruments. The Adviser does not participate in any wrap-fee programs. As of December 31, 2025, Hiddenite Capital had approximately $665,755,255 in regulatory assets under management, all of which are managed on a discretionary basis. All discussion regarding the Fund Clients in this Brochure, including but not limited to the investments, the strategies used in managing the Fund Clients, the fees, expenses, and risks associated with an investment in the Fund Clients, and conflicts of interest in connection with the management of the Fund Clients are qualified in their entirety by reference to their respective Offering Documents.

Hiddenite Capital (or an affiliate) is entitled to receive management fees and performance-based compensation with respect to the Fund. The fees and expenses applicable to the Fund Clients are set forth in detail in their respective Offering Documents. However, a summary of Hiddenite Capital’s basic fee schedule is set forth below. The Fund Clients Management Fee. With respect to the Fund, the Adviser is paid an asset-based investment management fee in an amount up to 1.75% per annum (subject to certain reductions as further described in the Fund’s Offering Documents). Management fees for investors in the Fund are charged each quarter in advance as of the first day of the quarter. If an investor invests in a Fund during a quarter or makes an additional subscription during a quarter, the management fee will be charged as of the effective date of the subscription based on the subscription amount as of the applicable date and will be prorated for the number of days remaining in the quarter. If an investor withdraws during a calendar quarter, the Adviser will rebate a pro rata amount of the management fee paid as of the beginning of such quarter. The Adviser may waive or modify the Management Fee for investors that are members, principals, employees or affiliates of the Adviser (or an affiliate thereof), and relatives of such persons and advisers to the Adviser (or an affiliate thereof) and for certain large or strategic investors. Incentive Allocation. Subject to certain terms, limitations and conditions set forth in the applicable Offering Documents, at the end of each fiscal year, Hiddenite Capital GP LLC (an affiliate of the Adviser) receives performance-based compensation from the Fund ranging from 12.5% to 20.0% of each investor’s share of net profits (including net unrealized gains on investments), in each case, subject to a loss carryforward provision. Hiddenite Capital GP LLC may waive or modify the Incentive Allocation for investors that are members, principals, employees or affiliates of the Adviser (or an affiliate thereof), and relatives of such persons and advisers to the Adviser (or an affiliate thereof) and for certain large or strategic investors. To the extent any employee, principal or partner of the Adviser is invested in a Fund, such person or entity is not subject to the management fee or performance-based compensation in relation to such investment. Fees with respect to an investor in a Fund Client generally are not negotiable. However, Hiddenite Capital may enter into side letters or other similar arrangements with certain investors in the Fund Clients that waive, reduce or calculate differently the Management Fee and/or performance-based compensation with respect to such investors. More detailed information about the fees paid by investors in the Funds is included in each Fund’s governing documents. With respect to a Fund, the management fee and the amount of any performance-based compensation is calculated (subject to review and oversight by the Adviser) and deducted from the Fund (which in the case of performance-based compensation is structured as a reallocation of profits) by the Fund’s administrator.

Other Fees and Expenses. In addition to the Management Fee and the performance-based compensation, each Fund Client generally is required to bear (and reimburse Hiddenite Capital and its affiliates for) all costs and expenses relating to its activities. A summary of certain costs and expenses that generally are required to be borne by the Fund Clients is set forth below. Expenses. Expenses borne by the Fund Clients, include but are not limited to, fees paid to the Adviser, Fund Client legal expenses, and other professional service fees and expenses, the administrator’s fees and expenses (including, but not limited to, middle and back office services and software necessary for trade capture and portfolio or order management), audit and tax preparation (including third-party tax preparation) and accounting expenses (including third party accounting services and accounting software); organizational expenses; execution, order and portfolio management system fees and expenses; fees and expenses associated with risk management services and any related software or systems; fees and expenses associated with market data (including Bloomberg and similar subscription and data services); investment expenses such as commissions; borrowing charges on securities sold short; research fees and expenses (including software licensing and technology-related fees and expenses; fees and expenses incurred in connection with the use of expert networks); interest on margin accounts and other indebtedness; custodial fees; bank service fees; Fund-related insurance costs (including D&O and E&O insurance for the Adviser and Hiddenite Capital GP LLC); expenses of regulatory compliance (including compliance with AIFMD and AEOI and any other compliance regimes that the Fund Clients may become subject to in the future), including expenses related to various filings and reporting obligations that the Adviser is required to make as a result of managing the Fund’s portfolio (including but not limited to Section 13, Section 16 and Form PF filings); a pro rata portion of any directors’ or governance committee fees incurred at the Master Fund level; pricing service fees; portfolio valuation expenses (including third-party valuation agents); and any other expenses related to the purchase, sale, transmittal or preservation of Fund Client assets. The Adviser may, in its sole discretion, pay any expenses that would otherwise be borne by the Fund Client. The Feeder Funds invest substantially all of its assets through a "master-feeder" fund structure in the Master Fund. Each investment vehicle, including the Feeder Funds, that invest in the Master Fund indirectly share in the administrative and other expenses of the Master Fund pro rata based on its interest in the Master Fund (which expenses may include the direct expenses of the Feeder Funds and other private investment funds that invest in the Master Fund). Such expenses are subject to certain limitation that are more fully explained in each Fund(s)’ applicable Offering Documents. The Adviser and the Fund Clients have engaged, and in the future expect to engage, common service providers that provide services to the Adviser and the Fund Clients. In connection with this, the Adviser has received, and in the future may receive, fee discounts on services provided to it that the Adviser may not have received had the Fund Clients not also engaged the common service provider. To the extent the Adviser and/or the Fund Clients receive a fee discount from a common service provider, the Adviser will seek to allocate the fee discounts in a fair, reasonable and equitable manner among the Adviser and the Fund Clients.

The Fund Clients generally are responsible for and pay all applicable brokerage and custodial expenses and fees. See Item 12 below. The allocation of expenses by the Adviser between it and the Fund represents a conflict of interest for the Adviser. The Adviser has adopted an expense allocation policy that is designed to address this conflict. The Adviser allocates expenses to each Client in accordance with the client's governing documents. Fund assets have been, and may in the future, be invested in exchange-traded funds (“ETFs”) and registered investment companies. To the extent that a client account invests in such products, the client will bear its pro rata share of the investment management fee, performance fees and other fees attributable to such investment (to the extent applicable), which are in addition to the management fee and performance-based compensation paid to the Adviser.

The Adviser utilizes a variety of methods and strategies to make investment decisions with an objective to generate attractive risk adjusted returns in all market conditions by dynamically managing a portfolio of investments. Analysis is predominantly based on fundamental research of investments. Analysis may be augmented by cyclical analysis and other quantitative/qualitative tools. The Adviser’s investment strategy focuses on a company’s intrinsic value and ability to increase shareholder value over time as well as the company’s ability to maintain a margin of safety during fluctuating market and business conditions. To achieve its investment objective, the Clients generally acquire long positions in companies that the Adviser believes will increase in value over time and short positions in companies the Adviser believes will decrease over time. The underlying thesis for a position or idea is generally supported by at least one of many investment strategies that the Clients employ. These strategies include: Fundamental Value: The Adviser engages in a fundamental value investment strategy wherein Hiddenite Capital attempts to invest in asset-oriented securities it believes are undervalued by the market. Buy and hold: The Adviser engages in a buy and hold strategy where it purchases securities and holds them for a relatively longer period of time regardless of short-term market factors or volatility. Short Term Trading: The Adviser engages in short term trading strategies wherein the Adviser buys securities and holds them for a relatively short period of time, taking advantage of temporary price anomalies, short term events and disconnects between the Adviser’s opinion of the underlying value and market value. Hedging: The Adviser may utilize a variety of financial instruments such as option contracts for risk management. There can be no assurance that such hedging strategies will be implemented, or if implemented, will be effective. Short Selling: The Adviser engages in short selling strategies. In a short sell transaction, the seller sells securities that are not owned by the seller, generally when the seller anticipates a decline in the price of the securities or for hedging purposes. Options Trading: The Adviser engages in options trading as an extension of the above-mentioned strategies. Options are investments whose ultimate value is determined from the value of the underlying investment. The investment strategies summarized above are not intended to be comprehensive and are qualified in their entirety by the information set forth in the applicable Offering Documents. These methods, strategies and investments involve a risk of loss to clients and clients must be prepared to bear the loss of their entire investment.

For a further discussion of these and related items, see Item 10 (Other Financial Industry Activities and Affiliations), Item 11 (Code of Ethics and Personal Trading) and Item 12 (Brokerage Practices). Material Risks (Including Significant, or Unusual Risks) Relating to Investment Strategy Outbreaks of Infectious or Contagious Diseases. COVID-19. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and COVID-19, and future such emergencies, have the potential to materially and adversely impact economic production and activity, all of which may result in significant losses to a Fund. The extent of the impact of any such emergency depends on many factors, all of which are highly uncertain and cannot be predicted, which may impact the Adviser’s or the Funds’ ability to source, diligence and execute new investments and to manage, finance and exit investments in the future, or cause significant changes or reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital (among a wide variety of other potential effects). In addition, the operations of the Funds, their investments, the applicable General Partner, the Adviser and their respective affiliates may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, restrictions on travel and movement, remote-working requirements and other social, political, financial, legal, regulatory and other factors related to an actual or threatened public health emergency (such as COVID-19), including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Limited Diversification and Risk Management Failures. At any given time, the Clients’ portfolios may not be diversified to any material extent and, as a result, the Clients could experience significant losses if general economic conditions, and, in particular, those relevant to the issuers whose securities are owned by the Clients, decline. In addition, the Clients’ portfolios could become significantly concentrated in a limited number of issuers, types of financial instruments, industries, strategies, countries or geographic regions, and any such concentration of risk may increase losses suffered by the Clients. This limited diversity could expose the Clients to losses disproportionate to market movements in general. Investment in Small- and Medium-Capitalization Companies. Utilizing fundamental research, the Adviser may invest across all market capitalizations, including on small- and mid-cap issuers. Smaller capitalization stocks involve higher risks in some respects than do investments in stocks of larger companies. Some small companies have limited distribution channels and financial and managerial resources. Such companies may also be dependent on personnel (including key personnel) with limited experience. Equity Risks. The market prices of securities owned by the Clients may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Clients is that the equity securities in its portfolio will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline

due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Adviser anticipates. As a result, the Clients may lose all or substantially all of their investment in any particular instance. Investments in Undervalued Equity and Equity-Related Securities. The Clients may invest in undervalued equity and equity-related securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. The investments in undervalued securities involved a high degree of financial risk and can result in substantial losses. Returns generated from the Clients investments may not adequately compensate for the business and financial risks assumed. In addition, the Clients may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period. If long positions are taken in stocks that decline and short positions in stocks that increase in value, then the losses of the Clients may exceed those of other portfolios that hold long positions only. Long/Short. The identification of investment opportunities in the implementation of the Clients’ long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying the Clients’ positions were to fail to converge toward or were to diverge further from values we may expect, the Clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Clients to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with our long/short strategies may become outdated and inaccurate as market conditions change. Short Sales. From time to time the Clients affects short sales. Short selling is the practice of selling securities that are not owned by the seller, generally when the seller anticipates a decline in the price of the securities or for hedging purposes. The Clients will be obligated to return securities equivalent to those borrowed at any time on demand of the lender of the securities borrower by purchasing them at the market price at the time of replacement. Until the securities are replaced, the Clients will be required to pay to the lender amounts equal to any dividends or interest that accrue during the period of the loan of the securities. An increase in the value of any security that is the subject of short selling by the Clients may, as a result of the foregoing, have a material adverse effect on the assets of the Clients, and therefore, the return on investment of the Clients. From time to time, short selling may be subject to regulatory limitations or bans that can be difficult to predict and could result in a material adverse effect on the assets of the Clients, and therefore, the return on investment of the Clients.

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The Adviser’s clients consist of private funds that are pooled investment vehicles. The Adviser may in the future also serve as investment manager to other Client accounts. With respect to the Fund, the initial and additional subscription minimums are disclosed in the Offering Documents for each Fund, which may be waived.

As detailed previously in Item 5 (Fees and Compensation), Hiddenite Capital is entitled to receive performance-based compensation with respect to each of the Clients. In addition, certain of the Adviser’s investment personnel are compensated on a basis that includes a performance-based component. Performance-based fee arrangements create an incentive for Hiddenite Capital to recommend investments which may be riskier or more speculative than if only asset-based management fees were charged. In addition, because performance-based compensation generally is calculated on a basis that includes both realized and unrealized appreciation in portfolios based upon values assigned by Hiddenite Capital, Hiddenite Capital faces a conflict of interest in valuing those portfolios. As of the date of this Brochure, the Adviser only manages the Fund, however, in the future, the Adviser may advise other Clients and accordingly has adopted an allocation policy in an attempt to ensure that all the Clients are treated in a fair and equitable manner with respect to the allocation of investment opportunities. The general policy of Hiddenite Capital is to allocate investment opportunities to and among all of the Clients in a fair and equitable manner under the circumstances and, in general, each Client would participate in each investment opportunity (subject to the terms set forth in the applicable Offering Documents and/or Advisory Agreement) on a pro rata basis. See Item 12 for additional information.

Neither Hiddenite Capital nor any of its management persons are registered, and do not have an application pending to register, as a broker-dealer or registered representative of a brokerdealer. Currently, no employees of Hiddenite Capital are registered representatives of a brokerdealer. Neither Hiddenite Capital nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities. Hiddenite Capital has no relationships or arrangements with any related person listed in the instructions to Item 10.C. that are material to its Advisory business or to its Clients. Hiddenite Capital does not recommend or select other investment advisers for its Clients.

Under the Advisers Act, an investment adviser owes a fiduciary duty to its clients. As a fiduciary, Hiddenite Capital has an affirmative duty to (i) act solely in the best interests of its Clients and (ii) make a full and fair disclosure of all material facts, particularly where Hiddenite Capital’s interests may conflict with those of its Clients. Hiddenite Capital has adopted and implemented a Code of Ethics in an effort to maintain a policy of compliance with high standards of ethical business conduct and the provisions of applicable laws. Our Code of Ethics is designed to, among other things, educate supervised persons about Hiddenite Capital’s philosophy regarding ethics and professionalism, emphasize Hiddenite Capital’s fiduciary duties to its Clients, encourage supervised persons to comply with applicable laws, prevent the misuse of material non-public information, the circulation of rumors and other forms of market abuse and address material conflicts of interest that arise from personal trading by access persons. Subject to the terms of the Code of Ethics, Hiddenite Capital generally imposes restrictions on supervised persons relating to the purchase or sale of securities for their own personal accounts and the personal accounts of certain affiliated or related persons. Pursuant to the Code of Ethics, supervised persons generally (i) are permitted to trade in “exempt securities,” which includes (among others) money-market funds, open-end mutual funds, exchange traded funds, bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt

instruments, unit investment trusts, brokerage certificated of deposit, treasury securities, transactions through an established Automatic Investment Plan, and other accounts managed by third-party advisers, without receiving pre-clearance from the Chief Compliance Officer or portfolio manager, (ii) are prohibited from executing any transaction in a single name equity in any “reportable brokerage account” (which includes any personal securities account over which a supervised person has control or discretionary trading authority), (iii) are prohibited from trading in any security or issuer that is currently on Hiddenite Capital’s “Restricted List”, and (iv) are required to report their personal securities holdings and transactions via initial and annual holdings reports and quarterly transaction reports. The Code of Ethics also contains policies and procedures designed to prevent supervised persons from misusing material non-public information (or trading the same security ahead of or behind a Client) and to address certain actual and potential conflicts of interest that may arise when supervised persons engage in outside business activities or accept, provide, offer or give gifts or entertainment events. We will furnish a copy of the Code of Ethics to Clients or prospective clients upon request. Neither Hiddenite Capital nor any of its related persons recommends to Clients, or buys or sells for Clients’ accounts, securities in which Hiddenite Capital or any of its related persons has a material financial interest. Hiddenite Capital may cause its Clients to enter into transactions or arrangements involving actual or potential conflicts of interest. Hiddenite Capital will review any such transactions or arrangements and take such actions as it deems to be necessary or appropriate under the circumstances (including, without limitation, obtaining Client consent with respect to such transactions or arrangement, the consent of a majority in interest of investors in a Fund Client, the consent of an independent third party or the consent of an Advisory committee with respect to a Fund Client). Neither the Adviser nor its related persons invest in the same securities (or related securities and other financial instruments) that the Adviser or a related person recommends to clients. For a further discussion of these and related items, see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices).

General The Adviser considers a number of factors in selecting a broker-dealer or counterparty to execute transactions and determining the reasonableness of the broker-dealer’s (or counterparty’s) compensation. Such factors, include without limitation: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the firm’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission

rates in comparison with other brokers satisfying our other selection criteria. Accordingly, if we determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, Clients may pay commissions to such broker in an amount greater than the amount another broker might charge. Our application and the importance of the specific criteria vary depending upon the nature of the transaction, the asset class, the market in which it is affected, and the extent to which it is possible to select from among multiple brokers or dealers capable of effecting the transaction. We allocate order flow in accordance with the trading protocol set forth in our policies and procedures. We have adopted policies and procedures that we believe are reasonably designed to ensure that Clients achieve best net execution and that brokers utilized have been selected based on the Clients best interests. Soft Dollars Hiddenite Capital or its affiliates receive from the Fund Client broker-dealer’s products and services in addition to brokerage services, including “soft dollars” arrangements. The term “soft dollars” refers to arrangements under which products or services other than execution of securities transactions are obtained by an adviser from or through a broker-dealer in exchange for the direction by the adviser of client brokerage transactions to the broker-dealer. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor to investment advisers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment adviser in the performance of investment decision- making responsibilities. Consistent with seeking best price and execution, we may place brokerage orders with brokers that may provide us and our affiliates with supplemental research, market and statistical information (“soft dollar items”), including advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities, and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. The Management Fee is not reduced as a result of the receipt of this supplemental information, which may be useful to us or our affiliates in providing services to clients other than the Clients and, likewise, research services provided by broker-dealers used for transactions of other accounts may be utilized by us in performing our services for the Clients. Notwithstanding the foregoing, in the event we elect to use soft dollars, we may use soft dollars only for payment of soft dollar items within the safe harbor afforded by Section 28(e). We are authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide us with such soft dollar items or to pay higher commissions to such firms if we determine such prices or commissions are reasonable in relation to the overall services provided. Since commission rates in the United States are negotiable, selecting brokers on the basis of considerations that are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable.

The use of brokerage commissions to obtain soft dollar items for us creates a conflict of interest between the Adviser and the Clients, because the Clients pay for such soft dollar items that are not exclusively for the benefit of such Clients. In certain cases, our use of soft dollars may tend to increase our profitability (where we are able to acquire them without expending our own resources) and may influence us to select one broker rather than another to perform services for the Clients. From time to time, the Adviser may participate in capital introduction programs arranged by brokerdealers, including firms that serve as prime brokers to Clients or that recommend the Adviser or the Fund Clients. The Adviser may place portfolio transactions for Clients with firms who have made such recommendations or provided capital introduction opportunities, so long as the Adviser believes that it is otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer solely as a means of remuneration or compensation for recommending the Adviser or any clients managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs. The Adviser currently does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer, nor does the Adviser permit clients to direct the Adviser to transact with a specific broker. We seek to detect and correct trading errors. Should a trading error occur and be detected before the trade has been settled in the Client account, we will reverse the trade or reallocate, as necessary or appropriate. In any event, the Client will be made whole (put in a position as if the error had not been made), with us absorbing any loss, in situations where our conduct does not meet the standard for exculpation set forth in the applicable account or governing documents for the relevant Client, and not in other cases.

The Adviser does not compensate any third parties for client or investor referrals. Please see Item 12 of this Brochure for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices.

There are no legal or disciplinary events related to Hiddenite Capital or any of its employees that are material to the Clients or prospective client’s evaluation of our advisory business or the integrity of Hiddenite Capital’s management.

The Adviser generally monitors all Client accounts on a daily basis. The Adviser performs various levels of review, including, without limitation, considering short and long-term rates of return, investment diversification and risk allocations. The Adviser may conduct more frequent or additional reviews in various instances such as important market, economic or global events or circumstances. Each Client account is monitored by the portfolio manager. Fund Clients The investors in the Funds receive annual audited financial statements and other periodic reports from the Funds pursuant to the terms of the applicable Fund’s Offering Documents.

Fund Clients The Adviser maintains custody of assets held in the name of the Funds with qualified custodians. As noted in Item 13 above, Fund investors will receive annual financial statements audited by an independent public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB). Fund investors are urged to carefully review these statements.

Discretionary Authority The Adviser provides investment advisory services to Clients on a discretionary basis. Prior to assuming discretion over a Client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. The Adviser has the authority to determine the securities or other financial instruments and the amount of the securities or other financial instruments to be purchased or sold for client accounts. Limited Power of Attorney Each applicable investor in the Fund Clients grants a limited power of attorney to enable Hiddenite Capital to execute the governing documents and take various other actions on its behalf (including to operate the Fund Client). Hiddenite Capital also has the authority to conduct authorized trading on behalf of all Clients pursuant to a limited power of attorney included in the applicable account and governing documents. For a further discussion of these and related items, see Item 4 (Advisory Business).

We vote proxies on behalf of the Clients. Such proxies are voted in accordance with the procedures set forth in our proxy voting policy and in a manner that seeks to serve the best interests of each Client (as determined in our discretion). Generally, we consider each proxy issue on a case-by-case basis; however, our proxy voting policy contains specific guidelines addressing how to vote proxies with regard to routine matters (which generally means that such matter will not measurably change the structure, management, control or operation of the company and are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company). The Adviser will abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of the Client. In making this determination, the Adviser will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. The Adviser may determine not

to vote proxies relating to securities in which Clients have no position as of the receipt of the proxy (for example, when the Adviser has sold, or has otherwise closed, a Client position after the proxy record date but before the proxy receipt date). If a material conflict of interest between the Adviser and a Client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Client or take some other appropriate action. Proxy voting records, identifying how proxies were voted where we have been delegated proxy voting authority, and our proxy voting policy, are available upon written request to Hiddenite Capital, LP, 1345 Avenue of the Americas, 2nd Floor, New York, NY 10105.

Hiddenite Capital does not require or solicit prepayment of more than $1,200, six months or more in advance. Hiddenite Capital does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Clients. Hiddenite Capital has not been the subject of a bankruptcy petition at any time during the past ten years.