Heard Capital LLC: investment adviser

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.

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

Affiliates, and key-person life insurance policies, maintained with respect to liabilities arising in connection with activities conducted on behalf of the Fund or its affiliates; (xii) all costs and expenses of cybersecurity and information technology or holding any meeting or conference of investors or their delegates or advisors and related activities and otherwise relating to communication with and providing information to investors (including notices) and any costs incurred in connection with the preparation and execution of investor “most favored nations” elections or proxy voting, including printing and mailing costs and expenses related to third-party software systems; (xiii) management fees; (xiv) all fees and expenses of any servicers appointed to provide services to the Fund; (xv) all fees and expenses of the administration of the Fund, including all fees and expenses of any administrators appointed to provide administration services to the Fund; (xvi) any withholding, transfer or other taxes, together with any interest and penalties, to the extent such amounts are paid or incurred by the Fund; (xvii) any out-of-pocket expenses of the Fund’s investor advisory committee; (xviii) any other reasonable costs and expenses in connection with the administration of the Fund, including but not limited to any audit, legal or regulatory expenses, expenses relating to the maintenance of registered offices of the Fund to the extent provided by unaffiliated service providers, temporary office space of non-employee consultants or auditors, blue sky and corporate filing fees and expenses, and corporate licensing expenses, including any of the aforementioned expenses that relate to locating, structuring, evaluating and consummating transactions for the benefit of the Fund incurred at any time either prior to or subsequent to the Fund’s initial closing; (xix) all travel and entertainment, rent and lodging costs and expenses that relate to the foregoing, including relating to meetings with any administrators for the Fund or other third-party service providers to the Fund or any of its investments, and relating to locating, structuring, evaluating, consummating and realizing transactions and potential transactions that are considered for the Fund, whether or not consummated; (xx) fees and expenses of nonemployee consultants in connection with any of the foregoing; (xxi) any other extraordinary expenses arising in connection with the operations of the Fund; or (xxii) similar expenses of any feeder or parallel fund of the Fund. In good faith and in its fair and reasonable discretion, the Adviser determines on a case-by-case basis whether an expense should be borne by the Adviser or by the Funds in accordance with the applicable Constituent Documents and with the Adviser’s internal policies and procedures. Certain expenses may be allocated to fewer than all capital accounts or capital commitments, as applicable. Investors are advised that the Funds are subject to substantial fees, transaction costs and other costs and expenses, regardless of whether they realize any profits. Accordingly, the Funds must earn substantial profits to avoid depletion of their assets due to such costs and expenses. SMAs The Adviser receives a management fee and, in certain instances, an incentive allocation as compensation for providing investment advisory services to SMAs. The Adviser does not have a standard fee schedule for the SMAs. SMAs’ management fees, incentive allocations and other compensation payable to the Adviser are determined at the time of the establishment of the SMAs and are disclosed to investors prior to making an investment. Each SMA fee agreement is governed and paid in accordance with the applicable investment management agreement governing the SMA. The fee(s) may vary depending on account size, management style, investment restrictions and other criteria. The Adviser shall charge incentive fees only to clients meeting the requirements of Rule 205-3 of the Investment Advisers Act of 1940 (the “Advisers Act”). If a client contributes assets to a SMA on a date other than the first day of a quarter, as the case may be, the SMA shall be charged a prorated portion of the management fee for that quarter with respect to such contribution, based on the number of days remaining in that quarter and based on the value of the contributed assets on the last day of such quarter.

If a client withdraws all or a portion of the assets from the SMA, whether on termination of the applicable investment management agreement or otherwise, on any date other than the last day of a quarter, as the case may be, the management fee paid for that quarter with respect to the portion withdrawn shall be prorated based on the number of days elapsed and the value of the assets withdrawn in that quarter. The administrator and/or custodian utilized by each SMA client will be responsible for determining the NAV of the SMAs, and such calculation shall be confirmed by the SMA client and the Adviser in good faith. The Adviser negotiates terms relating to the payment of expenses by SMA clients on a client-by-client basis; however, a SMA client should expect to bear all investment expenses relating to its SMA, including, but not limited to (i) all expenses incurred in connection with the acquisition and disposal of assets, as well as purchases and sales of assets for the SMA, including brokerage commissions, issue and transfer taxes, administration fees, custodial fees, and bank service fees; (ii) its pro rata share of (A) costs incurred from investigating investment opportunities for the SMA and any of the Funds that pursue a substantially similar investment strategy as the SMA, (B) proxy voting and compliance and (C) expenses for third party systems including order management and execution, risk management, compliance and reporting; (iii) audit and administration expenses; and (iv) any other reasonable expenses (including legal fees) related to the management of the SMA. Brokerage expenses shall be itemized and allocated by Heard Capital as reasonably required by SMA clients upon request. SMA clients may also bear the pro rata share of certain of the Adviser’s operating and other expenses, per the terms of the investment management agreement governing such SMA client. SMA clients are hereby advised that lower fees for comparable services may be available from other sources. Further, SMA clients are encouraged to review separate confirmations and statements prepared and delivered by the SMA client’s custodian to understand the costs and fees associated with the SMA. It is critical that clients and prospective clients refer to all applicable Constituent Documents and investment management agreements for a complete understanding of how the Adviser is compensated for its advisory services and associated fees and expenses. The information contained in this Brochure is a summary only and is qualified in its entirety by those documents.

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.

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.

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

data of clients may be lost or improperly accessed, used or disclosed. Cyberattacks or other cybersecurity breaches (including unauthorized data access by insiders), whether directed at a Fund, SMA and/or the Adviser or third parties, may result in material losses and/or have other material consequences which may not be covered by insurance policies. Such cyberattacks or other security breaches could result in substantial monetary losses, the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary, sensitive, personal and other information of the Funds, SMAs and/or the Adviser, their employees, customers or members, or of third parties. Such cyberattacks or other security breaches could also result in liability to third parties, exposure to legal claims, regulatory intervention or reputational damage or otherwise materially disrupt business operations. The public perception that a Fund, SMA and/or the Adviser or their respective third-party service providers have been the target of a cyberattack or other cybersecurity breach, whether successful or not, also may materially adversely affect the Funds, SMAs and/or the Adviser, depending on the nature and severity of the attack.

Risk of Dependence on Technology: The Adviser relies on computer programs and systems (and may rely on new systems and technology in the future) in connection with investment activities, including, without limitation, to generate trading signals, to execute trades, to evaluate certain investments based on real-time information, and to generate risk management and other reports that are critical to the oversight of client activities. In addition, certain of the Adviser’s operations interface with or depend on systems operated by third parties such as the Funds’ administrator, market counterparties and other service providers. The dependence on computers and telecommunications technology implies the risk of malfunction and misprogramming, and successful operation of such technology and systems is often outside of the Adviser’s control. Defects, failures, or interruptions could have a material adverse effect on the Adviser and client investment objectives.

Dependence on the Adviser and Key Personnel: The Adviser has overall responsibility for managing the business and affairs of the Funds as well as the responsibility for making all investment and trading decisions for the Funds and SMAs, which it may delegate. No Fund or SMA investor, in its capacity as such, may take part in the management or conduct of the business or affairs of a Fund or transact any business in the name of or otherwise for or on behalf of a Fund. As a result, the success of the Funds’ and SMAs’ investment programs depends to a great extent on the investment skills of William Heard, the Adviser’s CEO/CIO, and his ability to develop and implement investment strategies that achieve the Funds’ and SMAs’ applicable investment objectives. If Mr. Heard were to become unable to participate in the management of the Funds and the SMAs, the consequences could be material and adverse. The performance of the Funds and the SMAs could be adversely affected if, because of illness, resignation or other factors, the services of Mr. Heard were not available for any significant period of time. Further, the Funds’ future profitability will depend largely upon the business and investment acumen of its other key personnel. There is an ever-increasing competition among alternative asset firms, financial institutions, investment managers and other industry participants for hiring and retaining qualified investment professionals. There can be no assurance that the Adviser’s key personnel will remain with the Adviser or that the Adviser will be able to hire and retain any new personnel or add to its roster of investment professionals. The loss of services of any one or more of the key personnel could have an adverse impact on the Funds’ ability to realize their investment objectives. The past performance of the Funds, the SMAs, the Adviser and its key personnel, including Mr. Heard, is no guarantee of future performance. There can be no assurance that the Funds or SMAs will achieve their investment objectives or provide a return to investors.

No Minimum or Maximum Capitalization of Funds: Certain Funds are not subject to any minimum level of capitalization before commencing investment activities or to any maximum capitalization limit. If such Funds are not able to raise sufficient funds, they may be limited in the number of investments they can purchase and may not be able to diversify their holdings.

Availability and Accuracy of Information: The Adviser will select investments on the basis of information and data derived from research by the Adviser. Although the Adviser intends to evaluate such information and data and to seek independent corroboration to the extent the Adviser considers it appropriate and reasonably available, the Adviser will not in many cases be in a position to confirm the completeness, genuineness or accuracy of such information and data.

Fund Exculpation and Indemnification: Funds will broadly exculpate the Adviser and its principals and affiliates from certain liabilities to which they might otherwise be subject, and broadly indemnify them against certain losses incurred by them in managing and conducting the business and affairs of the Funds and in making investing and trading decisions for the Funds.

Liquidation of Funds: If a Fund should become insolvent, the investors in such Fund may be required to return any distributions wrongly made to them.

Absence of Registration of Funds: The Funds offer interests to investors (as applicable) pursuant to the exemption from registration under the Securities Act provided by Regulation D and will not register their securities under the Securities Act. The Funds also rely on exemptions from securities registration requirements under applicable state securities laws. Unlike investment companies registered under the Investment Company Act of 1940 (as amended, the “Company Act”), the Funds rely on an exception from such registration available to privately offered investment companies and, accordingly, the provisions of the Company Act (which, for example, has in the past and may continue to require registered investment companies to have boards of directors that consist of a minimum number of disinterested directors, require securities to be held in custody by a bank or broker in accordance with rules requiring the segregation of securities and regulate the relationship between the advisor and the investment company) are not applicable. There is no market for interests or shares in the Funds and none is expected ever to develop. Consequently, Fund investors may not be able to liquidate their investments, or securities of private companies distributed to them in kind, in the event of an emergency or for any other reason. Interests and shares in the Funds may not be pledged as collateral.

Increased Regulatory Oversight: The financial services industry generally, and the activities of private equity, private credit and hedge funds and their managers in particular, have been subject to intense and increasing regulatory scrutiny globally. Such scrutiny may increase the Funds’ and the Adviser’s exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight can also impose administrative burdens on the Adviser, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens may divert the Adviser’s time, attention and resources from portfolio management activities.

Increased Scrutiny of Identity of Fund Investors: The Adviser expects continued increased scrutiny and regulation regarding the identities and sources of funds of investors in private investment funds such as the Funds. In that regard, in the future, the Funds may become subject to additional obligations, such as reporting requirements regarding its investors, including, without limitation, such requirements and restrictions as may be required by government regulators, government and/or law enforcement officials. Upon the request of the Adviser or a Fund, or any of their respective designees (including, but not limited to, a Fund’s administrator), each Fund investor may be required to provide the Adviser with such information as may be required to enable the

Adviser and/or such Fund to comply with all applicable legal or regulatory requirements, and each Fund investor may be required to acknowledge and agree that the Adviser, such Fund and any of their respective designees, may disclose such information to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file such reports with such authorities as may be required by applicable law or regulation. If required by applicable law, regulation, or interpretation thereof, the Adviser may suspend all activity with respect to a Fund investor’s account with a Fund, including suspending such investor’s right to withdraw funds or assets from a Fund pending the Adviser’s or its designee’s receipt of instructions regarding such investor’s account from the appropriate governmental or regulatory authority.

Tax Risk: An investment in a Fund or SMA involves complex tax considerations that will differ for each investor depending on the investor’s particular circumstances. Investors and prospective investors are urged to consult their own tax advisors with specific reference to their own situations. The investment decisions of the Adviser will be based primarily upon economic considerations, and could result, from time to time, in adverse tax consequences. There can be no assurance that the structure of the Funds will be tax-efficient for any particular investor. Investors and prospective investors in the Funds should review the Private Placement Memoranda for a discussion of certain tax considerations related to such an investment.

Tax Due Irrespective of Distributions: Fund investors that are subject to U.S. federal income tax generally will be subject to tax each year on their allocable share of the Funds’ taxable income and gain, even if the Funds do not make any distributions to them or if the distributions to them are insufficient to pay the taxes owed. The Adviser generally does not intend that the Funds will make distributions. Accordingly, each taxable Fund investor should have alternative sources of cash from which to pay its U.S. federal income tax liability or be prepared to withdraw such amounts from the Funds (to the extent permitted under applicable Fund governing documents), as the income tax liability related to such allocated income and gain may exceed distributions to such investor for a taxable year.

Uncertain Tax Positions and Partnership Tax Audit: The Funds may take positions with respect to certain tax issues which depend on legal conclusions not yet addressed by the courts, and no assurance can be given that the U.S. Internal Revenue Service (“IRS”) will not challenge on audit the positions taken by a Fund with respect to such tax issues. In addition, a tax audit of a Fund may result in an audit of the tax returns of some or all of the investors in such Fund, which could result in adjustments to the tax consequences initially reported by such Fund and affect items not related to such investor’s investment in such Fund. If a tax audit resulted in an increase in a Fund investor’s U.S. federal income tax liability for any year, such investor may also be liable for interest and penalties with respect to the amount of underpayment of tax. The legal and accounting costs incurred in connection with any audit of the tax return of a Fund will be borne by such Fund. The cost of any audit of a Fund investor’s tax return will be borne solely by such investor.

Changes in Tax Law: Changes or modifications in existing judicial decisions or in the current positions of the IRS or any other taxing authority and the passage of new legislation could substantially modify the tax treatment described in the Private Placement Memoranda, possibly on a retroactive basis. The Adviser cannot predict whether the U.S. Congress or any other legislative body will issue new tax legislation or whether the IRS or any other taxing authority will enact new regulations or other guidance, nor can it predict what effect such legislation or regulations might have on the Funds or the SMAs. There can be no assurance that new legislation or regulations, including changes to existing laws and regulations, will not have an adverse effect on investment performance. In addition, U.S. federal tax legislation enacted into law in 2017 (the

“2017 Tax Act”) has made many major changes to the taxation of individuals and businesses. There are a number of technical issues and uncertainties in the 2017 Tax Act, which could be clarified by future guidance. It is not possible to predict whether such clarifications will result in adverse consequences to the Funds or the SMAs.

Tax Exempt Investors: An investor which is a tax-exempt entity, including an individual retirement account or any retirement plan subject to ERISA, should consider, and discuss with its own tax advisors, the possibility that all or a portion of its distributive share of Fund income or gain will be subject to the special tax imposed by the Internal Revenue Code of 1986 (as amended, the “Tax Code”) on the unrelated business taxable income (“UBTI”) of a tax- exempt entity. The imposition of such a tax could materially reduce the effective return which a tax-exempt investor would derive from an investment in a Fund. A tax-exempt entity should consider in particular the extent to which it will be deemed to have “unrelated debt-financed income” by reason of (i) Fund transactions involving or the acquisition of securities on margin or otherwise through borrowing, or (ii) any borrowing done by the entity to finance its investment in a Fund. A charitable remainder trust under Section 664 of the Tax Code that has any UBTI for a taxable year is subject to an excise tax equal to the amount of its UBTI.

Tax Information Exchange Regimes; FATCA Withholding Tax on Certain Non-U.S. Entities: The United States, pursuant to the United States Foreign Account Tax Compliance Act (as amended, “FATCA”) has entered into numerous intergovernmental agreements with various jurisdictions concerning the exchange of information as a means to combat tax evasion. Since the enactment of FATCA, other jurisdictions have signaled their intention to enter into bilateral information exchange. Additionally, the Organization for Economic Co-operation and Development has approved a global Common Reporting Standard (the “CRS”) for multilateral exchange of information based on the Convention on Mutual Administrative Assistance in Tax Matters. The CRS has been adopted by more than 100 jurisdictions through over 4,000 bilateral exchange relationships, as of May 2020. One or more of these information exchange regimes are likely to apply to the Funds, and may require the Adviser to collect and share with applicable taxing authorities information concerning Fund investors (including identifying information and amounts of certain income allocable or distributable to them).

ERISA Risk: Fiduciaries and other advisers to employee benefit plans subject to ERISA and other plans and arrangements subject to Section 4975 of the Tax Code (including individual retirement accounts) should consider their fiduciary duties and the other laws and regulations applicable to investments by such investors, including the prohibited transaction rules under ERISA and the Tax Code. Failure to comply with such laws and regulations can result in the imposition of civil and criminal penalties, and excise taxes applicable to “parties in interest” and “disqualified persons” who participate in prohibited transactions. The Adviser may impose additional restrictions or limitations on investors in order to accommodate compliance with ERISA. Benefit plan investors are strongly encouraged to consult with their own professional advisors regarding the implications of investing in a Fund or SMA.

Risks Particularly Applicable to the Publics Strategy

Equity Securities: Equity investments are volatile and will increase or decrease in value based upon issuer, economic, market and other factors. Small capitalization stocks generally involve higher risks in some respects than do investments in stocks of larger companies and may be more volatile. The securities of non-U.S. issuers also involve a high degree of risk because of, among other factors, the lack of public information with respect to such issuers, less governmental regulation of stock exchanges and issuers of securities traded on such exchanges and the absence of uniform

accounting, auditing and financial reporting standards. The non-U.S. domicile of such issuers and currency fluctuations may also be factors in the assessment of financial risk to the investor. Foreign securities markets are often less liquid than U.S. securities markets, which may make the disposition of non-U.S. securities more difficult. Emerging markets can be subject to greater social, economic, regulatory, and political uncertainties and can be extremely volatile.

Changing Market Conditions: General economic and market conditions (such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of investments), market structure, trade barriers, currency exchange controls, national and international political circumstances (including wars, terrorist acts, or security operations) and the occurrence of various events (including hurricanes, earthquakes, and other natural disasters)) can affect the level and volatility of securities prices and the liquidity of investments, including, without limitation, common equity and related equity derivative instruments, highyield securities, convertible securities and derivatives, including futures and option prices, which can be highly volatile. During periods of limited liquidity and higher price volatility, the Adviser’s ability to acquire or dispose of its investments at a price and time that the Adviser deems advantageous may be impaired. In addition, certain changes in general market conditions — for example, markets in which new inputs or an influx of new market participants disrupt the historical relationship between econometric factors and equity price movements — could materially reduce clients’ profit potential.

Changes in Market Environment: Certain of the trading strategies employed by the Adviser make certain assumptions about the persistence of the market environment: the models assume that repeated past behavior of the markets can be used to predict the future, at least in limited ways. These strategies are developed by simulating the performance of a given strategy over historical data. At their core, financial and economic patterns are not immutable and there can be no guarantees that the relationships that appeared to govern financial instruments and their prices in the past will continue in the future. While the Adviser will make efforts to estimate and control the risks associated with market changes, and will attempt to identify changes as they occur, market environment changes can be sudden and extreme. When these changes occur, certain market dynamics can make the changes more severe and can cause their adverse effects to spread to other markets not affected by the initial changes. In particular, events can cause other market participants to liquidate large positions in a short period of time in order to raise capital, reduce risk or meet margin calls. To the extent that these market participants hold positions in a portfolio of strategies similar to that of the Hedge Funds or SMAs, all of these strategies may begin to exhibit adverse returns and correlations not seen under normal markets, even if the initial changes were in markets in which the Hedge Funds or SMAs were not involved. Unusual market developments can and have resulted in returns that are not consistent with the past performance or correlation of trading strategies employed.

Portfolio Turnover: While the length of time a Hedge Fund or SMA holds a particular security will be a consideration in investment decisions for both performance and tax efficiency reasons, a Hedge Fund’s or SMA’s investment policies may change or could lead to frequent changes in such Fund’s or SMA’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 Hedge Fund or SMA has held a particular security will generally not, however, be a consideration in investment decisions. The Hedge Funds’ and SMAs’ investment policies may lead to frequent changes in the Hedge Funds’ or SMAs’ investments, particularly in periods of volatile market movements. Portfolio turnover generally involves some expense to the Hedge Funds or SMAs, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other

securities. The Hedge Funds’ and SMAs’ annual portfolio turnover rate may exceed 100%.

“Uninvested” Capital: The Adviser may from time to time invest assets of certain Funds or SMAs in high quality short-term instruments such as U.S. Treasury securities because suitable investments are not then available or margin deposits are required. It is not possible to determine or even estimate the degree to which assets will be “uninvested” from time to time, but the percentage of Fund or SMA assets invested in short-term instruments may be high. Such periods of “uninvestment” may have a negative impact on the Funds’ and SMAs’ rates of return.

Suspensions of Trading: Securities and futures exchanges typically can suspend or limit trading in any instrument traded on the exchange. A suspension or limitation of trading could render it impossible to liquidate a position or positions in a timely manner. A delay in exiting a position or positions could expose investors to losses with respect to such position(s), which could increase as the delay continues.

Failures of Exchanges and Clearinghouses: The Hedge Funds and SMAs are subject to the risk of the failure of any of the exchanges on which their respective positions trade or of the clearinghouses for such exchanges.

Failure of Custodians: Financial institutions such as broker-dealers and banks will have custody of Funds’ and SMAs’ assets, including margin deposits (with respect to Hedge Funds or SMAs). Often these assets will not be registered in the name of the relevant Fund or SMA. Financial difficulty, fraud or misrepresentation at one of these institutions could impair the operational capabilities or capital position of the Funds and/or SMAs.

Broad Investment and Trading Mandate: The Fund Constituent Documents and SMA investment management agreements do not impose significant restrictions on the Adviser’s investing and trading for the Funds or SMAs, and permit the Funds and SMAs to invest and trade in a broad range of securities and other financial instruments. The Adviser expects that, under market conditions as of the date of this Brochure, the Funds and SMAs will focus on the investment strategies described in the applicable Constituent Documents and investment management agreements, as applicable. The Adviser, however, may engage in other strategies from time to time (either in lieu of or in addition to the strategies described in the applicable Constituent Documents or investment management agreements) to take advantage of changing market conditions and investment opportunities, without notice to Fund or SMA investors. This could involve changes in the types of securities and other instruments in which the Funds or SMAs trade and invest, as well as changes in the markets in which such securities and other instruments trade. There can be no assurance that pursuing other strategies, either in lieu of or in addition to the strategies described in the applicable Constituent Documents or investment management agreements, would be successful or not result in losses.

Limited Fund Withdrawal Rights: Fund investors have limited withdrawal rights from the Funds. Hedge Fund investors may not withdraw all or any portion of their capital accounts until after the applicable lock-up period, and after the lock-up period, may only withdraw their capital account(s) quarterly and subject to certain limitations. Amounts not withdrawn from a Hedge Fund due to a suspension shall remain invested in such Fund’s investment program and shall remain exposed to, and shall participate in, the profits, losses and expenses of such Hedge Fund until the effective date of withdrawal. Accordingly, Hedge Fund investors should not expect to be able to liquidate any portion of their capital account at any time.

Effect of Substantial Withdrawals from Funds: Substantial withdrawals within a short period of time could require a Fund to liquidate positions more rapidly than would be desirable, or at

unfavorable times or on unfavorable terms. Liquidation under these circumstances may reduce the value realized in the liquidation and/or reduce valuations of positions remaining in the portfolio. Under such circumstances, the Adviser may elect to limit or suspend withdrawal rights or payment of withdrawal proceeds in whole or in part.

Incentive Allocations: The Adviser’s opportunity to receive incentive allocations in respect of certain client assets may create an incentive for the Adviser to invest and trade such assets in a manner that is riskier or more speculative than would otherwise be the case. Incentive allocations made to the Adviser will be determined on the basis of the value of a Fund’s or SMA’s assets, including value attributable to unrealized appreciation. Thus, incentive allocations may be made to the Adviser based on positions that were profitable at the time such incentive allocations were made but become unprofitable when such positions are eventually liquidated.

Institutional Risk: Risks exist with respect to, and clients could incur losses due to, the failure of counterparties to perform their contractual commitments to a Fund or a SMA. Some of the markets in which the Funds and SMAs may invest and trade are over-the-counter or “interdealer” markets. The participants in these markets typically are not subject to the type of strict credit evaluation and regulatory oversight applicable to members of “exchange based” markets, and transactions in these markets typically are not settled through clearinghouses that guarantee the trades of their participants. This results in the risk that a counterparty may not be able to settle a transaction in accordance with its terms because of a credit or liquidity problem of the counterparty, thereby exposing the Funds or SMAs to losses. Counterparty risk is accentuated in the case of contracts having longer maturities, where events may intervene to prevent settlement, or where transactions have been concentrated with a single or small number of counterparties. In addition, risks exist, and clients could incur losses due to, the financial difficulty of brokerage firms, banks or other financial institutions that hold the assets of a Fund or SMA.

Non-Diversification and Sector Concentration: The Funds or SMAs may invest in a limited number of issuers, without regard to the percentage of the Funds’ or SMAs’ assets invested with any single issuer or within any single industry. Concentration of investments with a particular issuer or in a particular market sector will only occur if the Adviser believes the investment return available from concentration with that issuer or in that sector justifies any additional risk associated with such concentration. Non-diversification among issuers involves an increased risk of loss if the market value of a security should decline. Moreover, when investments are concentrated in a market sector, financial, economic, business, and other developments affecting issuers in that sector will have a greater effect than if assets had not been concentrated in that sector.

Operational Risk: Special considerations and risks arise from the day-to-day management of pooled investment vehicles like the Hedge Funds. For example, these Funds are subject to substantial fees, transaction costs and other costs and other expenses, regardless of whether they realize any profits. Accordingly, the Funds must earn substantial trading profits to avoid depletion of their assets due to such costs and expenses. In addition, substantial withdrawals from a Fund within a short period of time could require the Fund to liquidate positions more rapidly than would be desirable, or at unfavorable times or on unfavorable terms. Liquidation under these circumstances may reduce the value realized in the liquidation and/or reduce valuations of positions remaining in the portfolio. Furthermore, the Adviser may from time to time receive material non-public information with respect to an issuer of publicly traded securities. In such circumstances, the Funds may be prohibited, by law, policy or contract, including any “restricted list” maintained by the Adviser, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer or (iii) pursuing other investment opportunities related to such issuer. Alternatively, the Adviser may decline to receive

material non-public information in order to avoid investment restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information. The foregoing special considerations and risks are not an exhaustive list of all operational risks arising from the management of the Hedge Funds.

Regulatory Risk: The investment strategies pursued by the Adviser may be affected by the U.S. state and federal laws governing the beneficial ownership of securities in public companies, which may inhibit the ability to freely acquire and dispose of certain securities. Should the Adviser’s investment strategies be affected by such rules and regulations, they may not be able to transact in ways that would realize value for clients. In addition, any changes to government regulations could make some or all forms of corporate governance strategies unlawful or impractical. Accordingly, such changes, if any, could have an adverse effect on the ability of the Funds in particular to achieve their investment strategy.

Risks Particularly Attributable to the Credit Strategy

Interest Rate Risk: Credit portfolios are subject to interest rate risks; changes in the prevailing market interest rates could negatively affect the value of such investments in a Credit Fund’s portfolio. The ability of companies or businesses in which the Credit Funds may invest to refinance debt instruments or repay debt obligations (including making payments to the Credit Funds as creditors with respect thereto) may depend on their ability to obtain financing, including by selling new securities or instruments in the high yield debt or bank financing markets, which at certain points over the last several years have been extraordinarily difficult to access at favorable rates. Volatility and instability in the securities market may also increase the risks inherent in the investments. Additional factors that may affect market interest rates include, without limitation, inflation, slow or stagnant economic growth or recession, unemployment, international disorders, and instability in domestic and foreign financial markets. The Equity Funds expect that they will periodically experience imbalances in their assets and liabilities as a result of changes in interest rates. In a changing interest rate environment, the Equity Funds may not be able to manage this risk effectively. If the Equity Funds are unable to manage interest rate risk effectively, the Equity Funds’ performance could be adversely affected. While the Equity Funds may seek to do so, the Equity Funds are not required to hedge their interest rate risk.

Credit Ratings: Although some investments held by certain of the Funds may have credit ratings assigned to them, credit ratings of debt obligations merely represent the applicable rating agency’s opinions regarding their credit quality and are not a guarantee of quality. There is no assurance that a rating accorded to such investments will remain for any given period of time or that a rating will not be lowered or withdrawn entirely by a rating agency if, in its judgment, circumstances in the future so warrant (which may include a change in such rating agency’s rating methodology or criteria). In addition, a rating agency may fail to make timely changes in credit ratings in response to subsequent events, so that the relevant issuer’s current financial condition may be better or worse than a rating indicates. Consequently, credit ratings are only a preliminary indicator of investment quality and should not be considered a completely reliable indicator of investment quality. Investments in non-investment grade and comparable unrated obligations will be more dependent on the Adviser’s credit analysis than would be the case with investments in investment-grade debt obligations.

Uncertain Credit Quality: A Fund will be dependent upon the judgment of the Adviser as to the credit quality of the investments. There can be no assurance that the Adviser will be successful in assessing the credit risk of the different investments or mitigating the impact of credit risk changes. An issuer’s ability to repay its loans may be adversely affected by numerous factors,

including, without limitation, the failure to meet its business plan, a downturn in its industry or negative economic conditions. Loans that become non-performing may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate, capitalization of interest payments and a substantial write-down of the principal of the loan. However, even if such restructuring were successfully accomplished, a risk exists that upon maturity of such loan, replacement “take-out” financing will not be available. There is no assurance that the value of any collateral will be sufficient to protect all or a portion of the related investment. Deterioration in an issuer’s financial condition and prospects may be accompanied by deterioration in the value of any collateral and a reduction in the likelihood of capitalizing on any guarantees that may have been obtained from the issuer or other parties. An issuer’s failure to satisfy financial or operating covenants imposed under the related investment could lead to defaults and, potentially, acceleration of the time when the investment is due. Foreclosure on its assets securing an investment could trigger cross defaults under other loans of the issuer (or vice versa), and could result in prepayment of the investment (or such other loans) or jeopardize the issuer’s ability to meet its obligations under the investment, and could have a material adverse effect on the value of any related equity interests of such issuer that a Fund may hold.

Secured Debt: Some of the investments of certain of the Funds could be senior debt or secured debt. The characterization of an investment as senior debt or senior secured debt does not mean that such debt will necessarily have repayment priority with respect to all other obligations of the issuers. Issuers may have, and/or may be permitted to incur, other debt and liabilities that rank equally with or senior to the senior loans in which a Fund invests. If other indebtedness is incurred that ranks in parity in right of payment or proceeds of collateral with respect to debt securities in which a Fund invests, the Fund would have to share on an equal basis any distributions with other creditors in the event of a liquidation, reorganization, insolvency, dissolution or bankruptcy of such Issuer. Where a Fund holds a first lien to secure senior indebtedness, the investments may be permitted to issue other senior loans with liens that rank junior to the first liens granted to the Fund. The intercreditor rights of the holders of such other junior lien debt may, in any liquidation, reorganization, insolvency, dissolution or bankruptcy of such issuer, affect the recovery that the relevant Fund would have been able to achieve in the absence of such other debt. Even where the senior loans held by a Fund are secured by a perfected lien over a substantial portion of the assets of an issuer and its subsidiaries, the issuer and its subsidiaries will often be able to incur a substantial amount of additional indebtedness, which may have an exclusive lien over particular assets. Accordingly, any such debt and other liabilities of such subsidiaries would, in the event of liquidation, dissolution, insolvency, reorganization or bankruptcy of such subsidiary, be repaid in full before any distributions to an obligor of the loans held by a Fund. Furthermore, these other assets over which other lenders have a lien may be substantially more liquid or valuable than the assets over which a Fund has a lien. A Fund may also invest in second-lien secured debt, which compounds the risks described in this paragraph. These investments may be subject to the risk that a Fund’s security interests in the underlying collateral are not properly or fully perfected. Compounding these risks, the collateral securing debt investments will often be subject to casualty or devaluation risks.

Unsecured Debt: Certain of the Funds may invest a portion of their assets in unsecured indebtedness, whereas all or a significant portion of the issuer’s senior indebtedness may be secured. In such situations, the ability of the Fund to influence the issuer’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors.

Subordinated Debt: Certain of the Funds may invest in loans, securities and/or other instruments that are subordinated or may be subordinated in right of payment and ranked junior to other securities and/or instruments issued by, or loans made to, obligors. Such debt investments involve a high degree of risk with no certainty of any return of capital. Although subordinated debt is senior to common stock and other equity securities in the capital structure, it may be subordinated to large amounts of senior debt and is often unsecured. While subordinated debt investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness ranking ahead of such investments and may benefit from cross-default provisions, some or all of such terms may not be part of particular investments. In addition, the ability of the subordinated debt holders to influence an issuer’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. Accordingly, the Fund may not be able to take the steps necessary to protect their investments in a timely manner or at all. Further, the unsecured debt in which a Fund may invest may not be protected by financial covenants or limitations upon additional indebtedness, could have limited liquidity and may not be rated by a credit rating agency. Subordinated debt investments may increase a relevant Fund’s exposure to adverse economic factors such as significantly rising interest rates, severe downturns in the economy or deterioration in the condition of the obligor on the subordinated debt investment. In the event that any obligor of a subordinated debt investment is unable to generate sufficient cash flow to meet the principal and interest payments on its indebtedness, the value of the relevant Fund’s investment in such loan could be significantly reduced or even eliminated. If an obligor becomes subject to insolvency proceedings in any jurisdiction, the rights of holders of subordinated debt may be adversely affected. Such proceedings and related laws and remedies vary substantially from jurisdiction to jurisdiction, may create the right of such obligor to avoid certain unfavorable contracts or obligations and may result in significant delay and/or limitations on repayment of amounts owed to a Fund. With respect to a Fund’s investments in the form of subordinated debt obligations, upon any distribution to the relevant issuer’s creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders of such issuer’s senior and/or secured indebtedness (to the extent of the collateral securing such obligation) will be entitled to be paid in full before any payment may be made on such investment. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to such issuer, the relevant Fund will typically participate with all other holders of such issuer’s indebtedness in the assets remaining after the issuer has paid all of its senior and/or secured indebtedness (to the extent of the collateral securing such obligation). Such issuer may not have sufficient funds to pay all of its creditors, and the relevant Fund may receive nothing, or less, ratably, than the holders of senior and/or secured indebtedness of such issuer or the holders of indebtedness that is not subordinated. If an issuer declares bankruptcy, the relevant Fund may not have full or any recourse to the assets of the issuer, or the assets of the issuer may not be sufficient to satisfy the loan. Further, the Adviser’s ability to amend the terms of a Fund’s loans, assign its loans, accept prepayments, exercise its remedies (through “standstill periods”) and control decisions made in bankruptcy proceedings may be limited by intercreditor arrangements if debt senior to the Fund’s loan exists.

Preferred/Structured Equity: The Credit Funds may invest in leveraged preferred equity, structured equity and other unsecured investments, each of which involves a higher degree of risk than senior secured loans. Among the factors that the Adviser may consider in selecting such investments is a record of strong financial performance. However, the past performance of any such portfolio company is not indicative of its future performance. There is no assurance that such portfolio company will achieve similar revenues or profits in the future. While it is expected that

representatives of the Adviser will periodically meet with the management of portfolio companies in which a Credit Fund invests and that such Fund may negotiate contractual terms requiring such portfolio companies to periodically provide such Fund with certain information, the Fund generally will not have the opportunity to evaluate the specific strategies employed by the portfolio companies or have an active role in the day-to-day management of the portfolio companies. Furthermore, a Fund’s right to payment will be subordinated to the payment rights and security interests of a senior lender, to the extent applicable. Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at risk until the maturity of the investment. In addition, certain instruments may provide for payments-in-kind, which have a similar effect of deferring current cash payments. In such cases, a portfolio company’s ability to repay the principal of an investment may depend on a liquidity event or the long-term success of the portfolio company, the occurrence of which is uncertain. The preferred equity investments in which certain of the Funds will invest, by the nature of the capital structure of such investments, will involve a high degree of financial risk. These securities will be unsecured. In addition, while the Adviser will endeavor to structure the preferred equity investments in a manner most favorable to the relevant Fund, these securities may not be protected by all the financial and other covenants and limitations that would be typical for secured loans. These investments often reflect a greater possibility that adverse changes in the financial condition of the counterparty and underlying assets or in general economic conditions or both may impair the ability of the counterparty to make distributions. Preferred equity investments are often issued in connection with leveraged acquisitions, recapitalizations or restructurings, each of which entails potential risks.

Junior Securities: The securities in which the Credit Funds will invest may be among the most junior in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss.

Non-Controlling Investments: In accordance with, and as allowed by, their Constituent Documents, the Funds may invest in some or a combination of limited duration preferred and structured equity investments in, and/or providing preferred equity, structured equity and other equity-like or similar financing solutions (including financing solutions which may include debt financing characteristics), senior term loan facilities secured by portfolio company assets, unsecured and/or subordinated loans. Accordingly, each Fund will have a limited ability to protect its position in or exert influence over portfolio companies.

Concentration of Investments: The Funds will participate in a limited number of investments and intend to make most of their investments in the alternative asset management industry. Other than as described in the Constituent Documents, investors have no assurance regarding the degree of diversification of a Fund’s investments. As a result, a Fund’s investment portfolio could become highly concentrated, and the performance of a few holdings or of a particular industry or market sector may substantially affect its aggregate return. Furthermore, to the extent that the capital raised is less than the targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. The focus of a Fund’s portfolio on a specific industry may present more risks than if its portfolio were broadly diversified over numerous industries and sectors of the economy. A downturn in this industry or change in regulation, for example, would have a larger impact on the Fund than on an investment company that does not concentrate in such industry. At times, the performance of securities of companies in the Funds’ target industries will lag the performance of other industries or the broader market as a whole. To the extent that a Fund raises less than its targeted amount, a Fund may invest in fewer portfolio companies and thus be less diversified. In addition, during the early stages of a Fund’s term, a Fund may hold more concentrated positions than it otherwise would.

Highly Competitive Market for Investment Opportunities: The business of identifying, structuring and completing acquisitions of credit investments is highly competitive and involves a high degree of uncertainty. The Funds will compete with, among other entities, public companies, business development companies, public funds, private funds, sovereign wealth funds, governmental and private pension funds, funds-of-funds and commercial and investment banks for investment opportunities. Some of the Funds’ competitors for investments may have lower costs, more available capital to make similar investments and access to funding sources that will not be available to the Funds. In addition, some of the Funds’ competitors may have higher risk tolerances or different risk assessments, which could allow them to make a wider variety of investments and achieve different returns than those of the Funds.

Limited Sufficient Investment Opportunities: There can be no assurance there will be investment opportunities that meet a Fund’s investment criteria or, if such investment opportunities exists, that the Fund will be able to make such investments. There can be no assurance that a Fund will be presented with an adequate number of new investment opportunities to fulfill its anticipated strategy. Changes in various factors (including, among others, general economic conditions, regulatory conditions, general political conditions, securities markets conditions and tax rules or related tax burdens) may also adversely affect the availability of suitable and attractive investment opportunities. No assurance can be given that investment opportunities can be sourced, acquired, financed or disposed of at favorable prices or terms or that perceived trends in the market for investment opportunities will continue, because this will depend on events and factors outside the control of the Adviser. Accordingly, no assurance can be given that the Adviser will be able to locate suitable investment opportunities in which to deploy a Fund’s capital. Limited partners will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by a Fund and, accordingly, will be dependent upon the judgment and ability of the Adviser to identify suitable investments.

Investing in Smaller or Less Established Companies: The Credit Funds may to invest a portion of their assets in the debt securities of smaller or less established companies. Investments in such smaller or less established companies may involve greater risks than generally are associated with investments in larger or more established companies. Smaller or less established companies tend to have lower capitalizations and fewer resources, and therefore, often are more vulnerable to financial failure. Such companies also may have shorter operating histories on which to judge future performance or enough operating history that would allow the Adviser to make objective pricing decisions with respect to investments in these companies, subjecting a Fund to risks that such companies may not achieve anticipated operating results or may not achieve these results within anticipated time frames. Investments in smaller or less established companies could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which a Fund invests, such Fund may suffer a partial or total loss of capital invested in that company. Additionally, such smaller or less established companies can carry an increased risk of litigation. Some of such smaller or less established companies may be in an earlystage of development, which are often characterized by shorter operating histories, new technologies and products, quickly evolving markets and management teams that may have limited experience working together, all of which enhance the difficulty of evaluating these investment opportunities. Substantial operational risks to which these companies are subject include uncertain market acceptance of the company’s products or services, a high degree of regulatory risk for new or untried and/or untested business models, products and services, high levels of competition among similarly situated companies, lower capitalizations and fewer financial resources and the potential for rapid organizational or strategic change.

Limited Access to Information: Investors’ rights to information regarding a Fund, the Adviser and its affiliates generally will be specified, and in many cases strictly limited, by the Constituent Documents. In particular, it is anticipated that the Adviser and its affiliates will obtain certain types of material information from or relating to a Fund’s investments that will not be disclosed to a Fund’s investors because such disclosure is prohibited, including as a result of contractual, legal or similar obligations outside of the Adviser’s control. Decisions by the Adviser or its affiliates to withhold information may have adverse consequences for investors in a variety of circumstances. For example, decisions to withhold information may make it difficult for an investor to closely monitor Fund performance or value its interest therein. Additionally, it is anticipated that investors that designate representatives to participate on a Fund’s advisory committee generally may, by virtue of such participation, have more or earlier information about a Fund and its investments in certain circumstances than other investors. Investors generally will bear the expenses of responding to disclosure requests, including in connection with state public records, similar freedom of information and other laws, whether or not the relevant Fund succeeds in asserting confidentiality for requested documents and other materials, and the Adviser reserves the right to withhold certain information from investors subject to such laws for reasons relating to public reputation, business strategy or other reasons.

Valuation of Assets: There is not expected to be an actively traded market for most of the securities owned by the Credit Funds. When estimating fair value, the Adviser will apply a methodology it determines to be appropriate based on accounting guidelines and the applicable nature, facts and circumstances of the respective investments. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and may differ from the prices at which such securities ultimately may be sold. The exercise of discretion in valuation by the Adviser gives rise to certain conflicts of interest, including in connection with determining the amount and timing of distributions of carried interest and the calculation of management fees.

Illiquidity of Fund Interests: Interests in the Credit Funds will not be readily marketable and are generally neither redeemable nor transferable without the prior written consent of the Fund’s general partner, which may be given or withheld in such general partner’s sole discretion. Investments in a Fund require a long-term commitments with no certainty of return. There most likely will be little or no near-term cash flow available to investors. Investment in the Funds may not result in rates of return that are equal to or better than the average rate of return on investments in other private investment funds or asset classes. The success or failure of any portfolio investment will rely in part on the success or failure of the investment decisions made by the investment management team.

Adverse Tax Treatment for Different Investors: US investments structured as debt are likely to produce income that is effectively connected to a trade or business in the US. Debt investments may also have other characteristics that are treated differently, possibly in an adverse manner, with respect to different investors.

Additional risks inherent in fund structure exist for investors in the Funds, including the special considerations and risks arising from the operation of certain provisions of each Fund’s Constituent Documents. Prospective investors in any Fund should read such Fund’s such Fund’s Constituent Documents in their entirety before subscribing for interests or shares, as certain special considerations and risk factors that fall under these categories (as well as all other categories above) are described therein. The inclusion of specific special considerations and risk factors in this Brochure should not be construed

to imply they are described in complete detail, or that there are no other special considerations or risk factors that apply to a strategy.

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.

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’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 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.

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.

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.