Bayshore Capital: investment adviser

Consulting Clients Bayshore creates and manages customized investment portfolios for Consulting Clients based on client-specific guidelines determined by thoroughly reviewing the Consulting Client’s overall financial objectives, tolerance for risk, and specific investment goals and taking into account the impact taxes and fees may have on the returns that the Consulting Client can expect. Bayshore specializes in selecting underlying managers, allocating capital globally across investment strategies and asset classes, and providing customizable and detailed portfolio reporting. Funds Bayshore’s advisory services to the Funds are tailored to the specific investment objectives and restrictions as set forth in each Fund’s offering documents. Bayshore may, in its absolute discretion, provide co-investment opportunities to one or more of the Funds’ limited partners and/or other persons on terms to be determined by Bayshore in its sole discretion; provided, however, that the terms relating to the co-investor’s acquisition of such fund investment are no more favorable than the terms offered to the Fund with respect to its acquisition of the fund investment. Any such co-investment opportunities may be made available through limited partnerships or other entities formed to make such investments (a “Co-Investment Fund”). Bayshore may also organize parallel investment vehicles to facilitate, from a legal, tax or regulatory standpoint, investments in the Funds for certain classes of investors. Generally, in such event, each participating person would invest in such parallel investment vehicle on substantially the same terms and conditions as it participates in the Fund. For Consulting Clients and Funds Bayshore expects to invest in pooled vehicles (such as mutual funds, exchange traded funds, private funds and similar pooled vehicles managed by third parties) as well as direct investments in individual securities. Investments in pooled vehicles may be passively managed (the capital is invested the same way a particular index is constructed) or they may be actively managed (the manager of the pooled vehicle decides how the capital will be invested). Some of these pooled vehicles are not offered to the general public; they are offered only to investors who meet certain eligibility requirements and they may not be registered with the SEC. While all pooled vehicles have their own risks and an additional layer of fees and expenses borne by the investor, private funds may have higher fees and risks, including exotic investment strategies, conflicts of interest, and illiquidity restraints that impose a waiting period before investors can get their capital returned to them. Bayshore expects that, in most cases, pooled vehicles will be managed by outside investment managers who specialize in various niches of the financial markets. Bayshore believes that it can provide the most value to its Clients by finding best-in-class managers in each asset class in which the Client is invested.

The members of Bayshore’s Investment Committee have extensive experience in analyzing individual securities, and they may choose to invest Client capital directly in individual securities instead of pooled vehicles. In addition, Bayshore may hire one or more sub-advisers to manage Client accounts by selecting individual securities. Bayshore may also use short sales, sell covered call options, and enter into forward currency contracts, primarily to reduce risk but also for opportunistic speculation. Bayshore also holds cash reserves and securities that are similar to cash including, but not limited to, money market instruments. Bayshore does not offer custody or safekeeping services. The policies and procedures, fees and expenses of the sub-advisers and investment advisers of pooled vehicles used by Bayshore may be different from those described in this brochure, as this brochure relates only to Bayshore. Information about each publicly offered pooled vehicle is available either through the prospectus or the Form ADV of the pool’s adviser. Bayshore maintains records of such information for sub-advisers and private pooled vehicles, and Clients may request this information from Bayshore at any time. Subadvisory Services Other advisory firms engage Bayshore to assist, on a non-discretionary basis, with the investment, reinvestment and disinvestment of the assets of accounts under management of these other advisory firms. Such Subadvisory Services cover a range of options and are tailored to meet the needs of the other advisory firms.

Other Advisory Services Bayshore may offer limited financial planning services, including coordinating Consulting Clients’ selection of insurance and estate planning services from third parties unrelated to Bayshore and other similar services typically offered by a “family office” business. Bayshore generally provides such services only on rare occasions and does not charge a fee. However, Bayshore may in the future offer such services more frequently and charge a fee.

Assets Under Management As of December 31, 2025, Bayshore’s regulatory assets under management were approximately $879,243,000 and assets under advisement were approximately $232,576,000.

Generally, Bayshore assesses fees quarterly based on the portfolio’s value as of the last business day of the calendar quarter, adjusted for additions and withdrawals during the quarter. Bayshore normally deducts fees from Consulting Clients’ accounts. However, Bayshore may bill Consulting Clients for fees instead of having the fees deducted from Consulting Client accounts if Bayshore and the Consulting Client mutually agree to do so. Either Bayshore or the Consulting Client may terminate the account at any time on 30 days’ written notice. Bayshore and the Consulting Client may agree to terminate on shorter notice, as long as this agreement is in writing. In the event of a termination, Bayshore generally charges fees on a pro rata basis through the date of termination.

For certain private fund investments, Bayshore may negotiate a fee based on a percentage of the client's total capital commitment rather than asset value. This fee may include a non-refundable initial advisory fee and a monitoring fee billed annually in advance. Upon termination, Bayshore will refund any prepaid, unearned monitoring fees on a pro rata basis.

Funds Bayshore receives an annual management fee from the Funds, payable quarterly in arrears. Generally, the Funds’ quarterly management fee is 0.25% (1.00% annually) of the investors’ capital commitment, capital account balance, or another measure of assets in the Funds as applicable. The Funds’ offering documents include further details concerning the management fees. Bayshore has the right, in its sole discretion, to waive or reduce, by rebate or otherwise, all or part of the management fee otherwise due with respect to any Fund investor’s investment or any class of interests, including, without limitation, Bayshore’s affiliates, members, principals, and / or employees. The general partners’ and managing members’ capital accounts will not be charged any management fees. The Funds will bear all costs, fees, expenses, liabilities and obligations relating to their activities including, without limitation, organizational costs, legal costs, third-party administrator fees, tax preparation costs, auditing costs, due diligence costs, expenses in connection with transactions not consummated, taxes and filing fees, and expenses associated with regulatory compliance. Please refer to the Funds’ offering documents for further details of the Funds’ expenses.

Subadvisory Services Bayshore offers services for a fee based on an annual percentage of assets under management. Performance-based fees are also available to the primary adviser’s qualified clients, and such fees are subject to individualized negotiation with each primary adviser. There is no stated fee for Subadvisory Services. Instead, the primary adviser and Bayshore negotiate the fee. Bayshore’s fees for Subadvisory Services are separate from any other fee or expense incurred by the primary adviser’s clients for the investment of their accounts, including but not limited to, fees, charged by the primary adviser. The primary adviser’s fees are negotiated between the primary advisor and its clients. Bayshore is neither a party to the advisory agreements between the primary adviser and its clients, nor generally privy to their primary advisory fee arrangements.

Other Fees and Expenses Clients pay the management fees exclusively to Bayshore. The management fees do not cover the fees and expenses charged by pooled vehicles and other investments, custodian fees and expenses, brokerage commissions, taxes, wire fees and other transaction costs; Clients pay these other investment fees and expenses separately. Clients who invest in pooled vehicles and/or use sub-advisers to manage a portion of their portfolio will pay more than one advisory fee. In that case, Clients will pay fees to both Bayshore and to the pooled vehicles managers and/or sub-advisers used. Clients who invest in mutual funds may pay additional fees such as administrative fees and 12b-1 fees. Bayshore is permitted to seek reimbursement for permitted expenses. However, Bayshore may choose not to seek reimbursement for certain of those permitted expenses. Expenses incurred on behalf of multiple Clients are allocated among the Clients for whom the expense was incurred. Bayshore bears the cost of shared expenses for certain Clients. Please see Item 6 below regarding performance-based compensation. From time to time, Bayshore, its affiliates, or its personnel may serve as directors or in similar governance roles at portfolio companies held by the Funds. In connection with such service, these individuals or entities may receive compensation directly from the portfolio companies. Such compensation may include, but is not limited to, director’s fees, equity-based awards, or other forms of remuneration. Such compensation may or may not offset the management fees paid by the Funds to Bayshore, Bayshore seeks to mitigate any potential conflicts of interest through its compliance policies and procedures, including regular monitoring of such roles and adherence to its fiduciary duty to act in the best interests of the Funds and their investors. From time to time, Bayshore, its affiliates, or its personnel may enter into agreements with third-party private funds (or their managers) in which our Clients invest. Under these agreements, Bayshore-affiliated investors may receive preferential economic

terms, and Bayshore or an affiliate may receive performance-based compensation, such as a share of the third-party fund's carried interest pool, in exchange for providing ongoing consulting services. This third-party compensation is separate from Bayshore's advisory fees. These arrangements create a conflict of interest because they give Bayshore an economic incentive to recommend investments in these third-party funds over other opportunities. Bayshore seeks to mitigate this conflict through its fiduciary duties, client suitability reviews, and required disclosures.

Bayshore will structure any performance or incentive fee arrangement subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. In measuring Clients' assets for the calculation of performance-based fees, Bayshore includes realized and unrealized capital gains and losses. Performance-based fee arrangements may create an incentive for Bayshore to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Such fee arrangements also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. Bayshore has implemented procedures to ensure that all Clients are treated fairly and equally and to prevent this conflict from influencing the allocation of investment opportunities among Clients.

The Funds are offered only to sophisticated investors (a) who qualify as accredited investors, (b) who qualify as qualified clients, (c) who do not require immediate liquidity for their investments, (d) for whom an investment in the Fund does not constitute a complete investment program, and (e) who fully understand and are willing to assume the risks involved in the Fund’s investment program. Typically, the minimum account size is $20,000,000 for a Consulting Client. Details concerning minimum initial and additional subscription amounts for the Funds are found in the Funds’ offering documents. Bayshore may waive minimums at its sole discretion.

approval of the Investment Committee. Bayshore typically prepares a detailed investment memorandum for each approved investment. Bayshore’s investment process includes the following steps:

Idea formulation and research;

Investment due diligence;

Operational due diligence for private investments;

Manager allocation;

Risk analysis and monitoring; and

Exit.

Risk of Loss All Clients of Bayshore should understand that investing involves a risk of loss that Clients should be prepared to bear. Bayshore’s investment strategies entail substantial risks and it cannot assure Clients that they will achieve their investment objectives. No one particular security, investment product, investment style or strategy is appropriate for all types of investors. Bayshore deploys multiple investment strategies for its Clients. Clients should refer to the offering documents of private investments for risk disclosures relevant to each private investment’s strategy. General investment risks include, but are not limited to, the following: General Economic and Market Conditions The success of a Client’s investment activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, commodity prices, economic uncertainty, changes in laws, trade barriers, currency exchange controls, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of a Client’s investments. Such volatility or illiquidity could impair a Client’s investment performance or result in losses. Volatility Volatility is a measure of how much the price of an asset fluctuates over time. It concerns how quickly the price changes, how often it changes, and how much. For example, a stock’s price might fluctuate wildly, but the underlying company’s value can remain unchanged. What has changed is the price that market participants are willing to pay to own that company, and prices swing significantly depending on market conditions. Although volatility provides the opportunity for significant profits it also can result in equally significant losses. Illiquidity Illiquidity carries significant risks, including the fact that an illiquid investment may be able to be sold only at a substantial discount to its fair market value. An investment in illiquid securities is therefore suitable only for Clients who can bear the risks associated with this limited liquidity, and illiquid securities should be viewed as long-term investments.

Equity Investment Risk The value of equity securities in which a Client may directly or indirectly invest may decline or become worthless due to general market or economic conditions, perceptions of the industry in which a company operates, or company-specific circumstances, financial condition or performance. Debt Investment Risk Debt securities (bonds) are subject to interest rate risk, maturity risk and credit risk. When interest rates decline, the values of debt securities generally rise. Conversely, when interest rates rise, the values of debt securities generally decline. The magnitude of the decline will often be greater for longer-term debt securities than for shorter-term debt securities. It is also possible that the issuer of a debt security will not be able to make interest and principal payments when due. As a result, investments in debt securities are subject to the risk of misjudging the financial condition or creditworthiness of the issuer. In the event of a significant decline in financial condition or bankruptcy of the issuer, the debt securities may lose a significant portion of their value or become worthless. Passive Investment Risk Passive index or sector investments are subject to the total market risk of the relevant index or sector, so when prices of securities included in the index or sector rise and fall, the trading price of the related passive investment vehicle will rise and fall as well. Passive investment vehicles generally do not employ defensive measures during periods of market decline or volatility. As a result, passive investment vehicles are not expected to outperform their reference indices or sectors. Passive investment vehicles can be negatively affected by investor redemptions which can require the sale of underlying securities at disadvantageous times, or can result in general and indiscriminate sale pressure on companies included in the relevant index or sector. Non-U.S. and Emerging Markets Investment Risks A Client may invest in assets located outside the United States. Such non-U.S. investments involve additional risks not involved in domestic investments. The value of non-U.S. investments could be materially adversely affected by inflation, currency devaluation, interest rate changes, exchange rate fluctuations, changes in government policies, more volatile and less liquid capital markets, different infrastructure and business environments, natural disasters, armed conflicts, political or social instability and other developments affecting such countries. In general, less information is publicly available with respect to foreign-based companies than is available with respect to U.S. companies. Most foreign based companies are also not subject to the uniform accounting and financial reporting requirements applicable to companies based in the United States. Cyber Security Risk In the digital world that Bayshore and its service providers and vendors (collectively “Service Providers”) exist, they are exposed to the risk that their operations and data may be compromised as a result of internal and external cyber-failures, breaches or attacks (“Cyber Risk”). This could occur as a result of malicious or criminal cyber-attacks or from human error, faulty or inadequately implemented policies and procedures or other systems failures unrelated to any external cyber-threat which may have effects similar to those caused by deliberate cyber-attacks. Successful cyber-attacks or other cyber-failures or events affecting Bayshore or its Service Providers may adversely impact Clients. For instance, such attacks, failures or other events may interfere with the processing of Client transactions, cause the release of private or confidential information, impede trading, or cause reputational damage. Such attacks, failures or other events could also subject Bayshore or its Service Providers to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. Bayshore or its Service Providers may also incur significant costs to manage and control Cyber Risk. Cyber Risk is also present for issuers of securities or other instruments in which Clients invest, which could result in material adverse consequences for such issuers, and may cause Clients’ investments in such issuers to lose value.

certain human resource services (including administration of employee benefit programs);

certain management information system services (including designing, maintaining, and operating the computing environment and the network infrastructure);

centralized system services (mail sorting and processing, telephone systems, and technology support) and office quarters.

Bayshore is the investment manager of the Funds and Bayshore’s Clients may be solicited to invest in the Funds. Bayshore or one of its affiliates serves as general partner or manager of each Fund. Additional terms and disclosures regarding the Funds are contained throughout this Form ADV Part 2. Furthermore, Bayshore or its affiliates may provide consulting services to the managers of third-party private funds. In connection with these services, Bayshore or its affiliates may receive compensation derived from the third-party fund's carried interest pool, which creates a conflict of interest when Bayshore recommends such third-party funds to its Clients. In addition to her position as Principal and Chief Executive Officer of Bayshore, Tready Smith is Managing Member of ASAP Capital Partners LLC, a family investment firm.

The Code also requires the maintenance and review of certain records as well as periodic meetings to familiarize persons subject to the Code with their responsibilities under it. A copy of the Code will be provided, free of charge, to any person who so requests. Any such

request should be directed to Catherine Sanders as Bayshore’s Compliance Officer at Bayshore Capital, 1700 S. MacDill Avenue, Suite 340, Tampa, Florida 33629.

Participation or Interest in Client Transactions Bayshore or related persons may purchase securities from, or sell securities to, a Client of Bayshore. Bayshore may recommend that Clients buy or sell securities in which a related person has some financial interest. All such transactions will comply with applicable laws as well as with internal policies and procedures. Bayshore and its related persons may buy or sell similar or different securities than those purchased for, or recommended to, Client accounts. Bayshore believes that to the extent its investments for Clients consist of private investments, its policy permitting simultaneous trading in the same security by related persons and Clients does not pose the potential for abuses that many advisers' more restrictive personal trading policies are designed to prevent. Moreover, for private investments, black-out periods and delayed purchases or redemptions by related persons are not feasible because of the often infrequent liquidity opportunities provided by such private investments. Bayshore also believes that simultaneous trading in open-end mutual funds and index products will not unjustly enrich related persons. Therefore, Bayshore does not restrict personal trading of its related persons in these securities. Pursuant to the SEC requirements, certain personnel and other access persons are required to report personal securities transactions. Catherine Sanders as Compliance Officer reviews such reports on a quarterly basis. Bayshore has written procedures to ensure that its employees understand and follow the SEC’s requirements, including Bayshore’s Policy Statement on Insider Trading Prohibitions.

Agency Cross Transactions Bayshore may engage in agency cross transactions when it is considered to be in the best interest of its Clients, although such transactions are not expected to be frequent. An example of an agency cross transaction is when one Client of Bayshore sells a security to another Client of Bayshore. Bayshore does not receive any additional compensation in such transactions. All such transactions will comply with applicable laws as well as with internal policies and procedures.

Allocation of Investment Opportunities Bayshore anticipates that limited capacity is most likely to occur with private investment opportunities, such as private pooled vehicles and direct investments in private equity. When limited capacity for an investment exists, Bayshore’s allocation policy is as follows:

Bayshore first allocates opportunities to Funds for which the investment would be suitable. In determining suitability, Bayshore will consider such factors as investment objectives and restrictions, the relative amounts of capital available for new investments, relative exposure to short-term market trends, existing portfolio positions, and tax implications.

For investments in which Bayshore is notified of an oversubscription, all Fund subscriptions will be cut back pro rata based on their requested subscription amounts.

If additional capacity remains in the investment opportunity, Bayshore may, in its absolute discretion, offer coinvestment opportunities to one or more of the Funds’ investors. Such co-investments may be made directly or through a Co-investment Fund. When such investments are oversubscribed by the Funds’ investors, participation will be allocated pro rata based on each Fund investor’s ownership in the Fund to which the co-investment opportunity relates.

If additional capacity remains in the co-investment opportunity, Bayshore may then offer any remaining capacity to other persons, including existing Clients and prospective clients. Commitments will be accepted in the order in which completed subscription documents are submitted.

Bayshore’s policy prohibits any allocation of trades in a manner that Bayshore’s proprietary accounts or related persons’ accounts receive more favorable treatment than other Clients.

Consulting Clients who direct Bayshore to a particular broker-dealer should understand that Bayshore may not have the authority to negotiate commissions or obtain volume discounts on behalf of the Consulting Client, and best execution may not be achieved. In addition, a disparity in commission charges may exist between Client accounts. Consulting Clients subject to Bayshore’s directed brokerage policy should understand that they may, if they desire, with Bayshore's consent negotiate commission rates with a brokerage firm. Such Consulting Clients should understand that unless the Consulting Client negotiates a lower rate on their own behalf, they should expect that the brokerage firm selected by Bayshore will charge commissions based upon the firm's established, non-discounted commission schedule. Such Consulting Clients should further understand that certain of Bayshore's Clients may have negotiated for and received commission discounts in varying amounts and, therefore, some Clients may pay lower commissions than other Clients in similar transactions. Bayshore may "bunch" or "block" transactions so that securities are purchased or sold for more than one Client, Bayshore and its affiliates in a single transaction. To the extent that Bayshore's active investment supervisory services consist of selecting or recommending pooled vehicles, many of which may be purchased directly from the fund's principal underwriter without commissions, such transactions generally will not involve Bayshore's procedures for brokerage selection and trade allocation described above. If a Consulting Client directs Bayshore to use any particular broker-dealer that Bayshore reasonably believes could hinder Bayshore from providing effective and quality advisory services and/or hinder Bayshore’s fiduciary obligations to the Consulting Client, then Bayshore reserves the right to refuse that Consulting Client account.

Account Reports Consulting Clients Account custodians are responsible for providing statements to Clients no less frequently than quarterly. Such statements reflect the positions and current values in each account as well as transactions including fees paid from the account. Account custodians also provide prompt confirmation of all trading activity and year-end tax reports. Generally, Bayshore provides reports to Consulting Clients on a quarterly basis. Such reports generally include a list of investments and their current market values, a summary of activity for the period, and each account’s asset allocation. Investments are classified by category and grouped to determine whether portfolio risk targets are being met. Where the classification of an investment is unclear, Bayshore uses its best judgment in determining the appropriate asset class for that investment. Finally, the reports provide performance information including both inception-to-date and year-to-date time-weighted rates of return for the total portfolio. For certain

assets, internal rates of return may be provided when they are more appropriate measures of performance. All reports are written, and Consulting Clients have the choice of receiving reports as either physical copies or electronic copies. Funds Fund investors receive capital account statements at least annually, either from the Fund’s third-party administrator, if applicable, or directly from Bayshore. Annually, investors receive financial statements audited by each Fund’s independent accountants. Each Fund investor also receives information necessary for preparation of its respective tax returns. Finally, Bayshore provides periodic performance reports and fund updates to Fund investors. All reports are written, and investors have the choice of receiving reports as either physical copies or electronic copies.

Consulting Clients should receive, at least quarterly, statements from the underlying manager and/or qualified custodian that holds and maintains the Consulting Client’s investment assets. Bayshore urges Consulting Clients to carefully review such statements and compare such official custodial records to the account statements that Bayshore may provide to Consulting Clients. Bayshore’s statements may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

For Consulting Clients only, the investment advisory agreement of each Consulting Client may specify the type of securities which may or may not be purchased for the Consulting Client's account, and may also place limits on the amount of the Consulting Client's assets which may be invested in certain securities, including limits on investments in certain types of securities, securities of certain issuers, and securities of certain industries. Any client-imposed investment guidelines and restrictions must be provided to Bayshore in writing. As described earlier, Bayshore frequently provides investment advice through the selection of pooled vehicles advised by outside managers. Bayshore will negotiate on behalf of its Clients to attempt to secure admission into the lowest-price share class of the pooled vehicle, although the selection of pooled vehicles is based on assessment of the best risk-adjusted returns after

fees and taxes have been paid by the Client. Bayshore does not expect to invest in pooled vehicles that charge Clients a load or sales charge, and will not invest in unaffiliated pooled vehicles that pay Bayshore a fee.

Bayshore maintains (i) records of votes cast on behalf of Clients, (ii) records of Client requests for proxy voting information, and (iii) any documents that were material to deciding on how to vote or that memorialized the basis for the decision. In accordance with general record keeping requirements, proxy records are kept in the office for the five years following the end of the applicable fiscal year. Clients may obtain a copy of Bayshore’s complete proxy voting policies and procedures upon request. Clients may also obtain information from Bayshore about how Bayshore voted any proxies on behalf of their account(s) by sending a written request to Catherine Sanders as Bayshore’s Compliance Officer at Bayshore Capital, 1700 S. MacDill Avenue, Suite 340, Tampa, Florida 33629).