HERON BAY CAPITAL MANAGEMENT, LLC

Heron Bay Capital Management, LLC Form ADV Part 2A – Disclosure Brochure Effective: March 28, 2025 This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Heron Bay Capital Management, LLC (“HBCM” or the “Advisor”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (248) 970-0900. HBCM is an investment advisor registered with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information about HBCM to assist you in determining whether to retain the Advisor. Additional information about HBCM and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 305537. Heron Bay Capital Management, LLC 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about the Advisory Persons of Heron Bay Capital. For convenience, the Advisor has combined these documents into a single disclosure document. HBCM believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. HBCM encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes The following material changes have been made to this Disclosure Brochure since the last annual amendment filing on March 31st, 2024: • The Advisor has amended its fees for Investment Advisory Services. Please see Item 5 for additional information. • The Advisor has amended its minimum required fees. Please see Item 7 for additional information. • The Advisor has appointed Kevin Kuhl, CPA as Chief Compliance Officer. • The Advisor now offers Participant Account Management. Please see Items 4 and 5 for additional information. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 305537. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at (248) 970-0900. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 2  Item 3 – Table of Contents Item 1 – Cover Page ............................................................................................................................................... 1 Item 2 – Material Changes ..................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services ................................................................................................................................... 4 A. Firm Information ............................................................................................................................................................. 4 B. Advisory Services Offered .............................................................................................................................................. 4 C. Client Account Management .......................................................................................................................................... 5 D. Wrap Fee Programs ....................................................................................................................................................... 6 E. Assets Under Management ............................................................................................................................................ 6 Item 5 – Fees and Compensation ......................................................................................................................... 6 A. Fees for Advisory Services ............................................................................................................................................. 6 B. Fee Billing ....................................................................................................................................................................... 6 C. Other Fees and Expenses ............................................................................................................................................. 7 D. Advance Payment of Fees and Termination .................................................................................................................. 7 E. Compensation for Sales of Securities ............................................................................................................................ 7 Item 6 – Performance-Based Fees and Side-By-Side Management .................................................................. 7 Item 7 – Types of Clients ....................................................................................................................................... 7 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 8 A. Methods of Analysis ....................................................................................................................................................... 8 B. Risk of Loss .................................................................................................................................................................... 8 Item 9 – Disciplinary Information ......................................................................................................................... 9 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................... 9 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 9 A. Code of Ethics ................................................................................................................................................................ 9 B. Personal Trading with Material Interest ........................................................................................................................ 10 C. Personal Trading in Same Securities as Clients .......................................................................................................... 10 D. Personal Trading at Same Time as Client ................................................................................................................... 10 Item 12 – Brokerage Practices ............................................................................................................................ 10 A. Recommendation of Custodian[s] ................................................................................................................................ 10 B. Aggregating and Allocating Trades .............................................................................................................................. 11 Item 13 – Review of Accounts ............................................................................................................................ 11 A. Frequency of Reviews .................................................................................................................................................. 11 B. Causes for Reviews ..................................................................................................................................................... 11 C. Review Reports ............................................................................................................................................................ 11 Item 14 – Client Referrals and Other Compensation ........................................................................................ 12 A. Compensation Received by Heron Bay Capital ........................................................................................................... 12 B. Compensation for Client Referrals ............................................................................................................................... 12 Item 15 – Custody ................................................................................................................................................ 12 Item 16 – Investment Discretion ......................................................................................................................... 13 Item 17 – Voting Client Securities ...................................................................................................................... 13 Item 18 – Financial Information .......................................................................................................................... 13 Privacy Policy ...................................................................................................................................................... 14 Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 3  Item 4 – Advisory Services A. Firm Information Heron Bay Capital Management, LLC (“HBCM” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission. The Advisor is organized as a Limited Liability Company (LLC) under the laws of the State of Michigan. HBCM was founded in March 2019 and is jointly owned by the staff of HBCM and is operated by Paul Seizert (Chief Operating Officer), Gerald Seizert (Managing Partner and Managing Member). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Heron Bay Capital. B. Advisory Services Offered HBCM offers investment advisory services to individuals, high net worth individuals, trusts, estates, and institutions each referred to as a “Client”. The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Heron Bay Capital's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Management Services HBCM provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. HBCM works with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. HBCM will then construct an investment portfolio, consisting of primarily of stocks and low-cost exchange-traded funds (“ETFs”) to achieve the Client’s investment goals. The Advisor may also utilize bonds, preferred stock, options, and closed-end funds to meet the needs of its Clients. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Heron Bay Capital’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re- allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. HBCM will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance of the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. HBCM evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. HBCM may recommend, on occasion, redistributing investment allocations to diversify the portfolio. HBCM may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. HBCM may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. Institutional Investment Management: HBCM provides investment management services to Institutional Clients such as Pensions, Endowments, Foundations, and Taft-Hartley Funds. Institutional Clients typically provide an Investment Policy Statement (IPS), prepared by the institution or through an institutional investment consultant. HBCM will then purchase, sell, or hold individual equity securities, as appropriate, for the client’s specific needs and circumstances, including, but not limited to, cash flow needs, time horizons for benefit payments, and investment objectives. Sub-Advisory Relationships: HBCM offers discretionary sub-advisory services to separately managed accounts for certain Clients. Generally, the sponsor of the program will provide the Client with servicing, including but not limited Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 4  to, ongoing monitoring of investment positions and portfolio reporting, while HBCM is responsible for the management and investment of assets provided. Participant Account Management: As part of the Advisor’s Investment Management Services, when appropriate, the Advisor will use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows the Advisor to avoid being considered to have custody of Client funds since the Advisor does not have direct access to Client log-in credentials to affect trades. The Advisor is not affiliated with the platform in any way and do not receive compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, the Advisor will review the current account allocations. When deemed necessary, the Advisor will rebalance the account considering client investment goals and risk tolerance, and changes in allocations will take into account current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. At no time will HBCM accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Financial Planning: As part of the investment management services, the Advisor may provide an incidental financial plan or consultation which may include general recommendations for a course of activity or specific actions to be taken by the Client, based on Client requests. Recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings, charitable giving programs, or engage a third party for tax or accounting purposes. Retirement Accounts- When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. C. Client Account Management Prior to engaging HBCM to provide investment advisory services, each Client is required to enter into an agreement with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Strategy – HBCM, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – HBCM will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – HBCM will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – HBCM will provide investment management and ongoing oversight of the Client’s investment portfolio. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 5  D. Wrap Fee Programs HBCM does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by HBCM. E. Assets Under Management As of December 31, 2024, HBCM manages $605,214,470 in Client assets, $580,349,802 of which are managed on a discretionary basis, and $24,864,668 is managed on a non-discretionary basis. Clients may request more current information at any time by contacting the Advisor. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into an agreement with the Advisor. A. Fees for Advisory Services Investment Management Services Investment advisory fees are paid in arrears of each calendar quarter, pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the market value of assets under management using an average daily balance from the calendar quarter. Investment advisory fees are based on the following schedule: Annual Rate (%) 1.00% 0.90% 0.80% 0.70% 0.60% 0.50% Assets Under Management ($) Up to $2,000,000 $2,000,001 to $5,000,000 $5,000,001 to $10,000,000 $10,000,001 to $20,000,000 $20,000,001 to $50,000,000 Over $50,000,000 *Clients in small cap core allocations are charged at flat rate of up to 1.50% *The Advisor has a minimum annual fee of $500 per account. The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by HBCM will be independently valued by the Custodian. HBCM will conduct periodic reviews of the Custodian’s valuations. Certain Clients may be charged pursuant to a legacy fee schedule that differs from the above. Participant Account Management: Fees associated with the Participant Account Management will be paid quarterly, pursuant to the terms of the agreement. These fees will range up to 1.00% annually, based on the average daily balance of the assets under management at the end of the quarter. B. Fee Billing Investment Management Services Investment advisory fees are generally calculated by the Advisor, or its delegate, and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the respective quarter end date. The amount due is calculated by applying the quarterly rate (annual rate divided by 365 multiplied by the number of days in the quarter) to the total assets under management with HBCM based on the average daily balance of the calendar quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. Clients are urged to also review and compare the statement provided by the Advisor to the brokerage statement from the Custodian, as the Custodian does not perform a verification of fees. Clients provide written authorization permitting advisory fees to be deducted by HBCM to be paid directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian. Depending on the terms of the engagement, the Advisor may also collect fees directly from the Client. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 6  Participant Account Management: Investment advisory fees are calculated by the third party platform and deducted pursuant to the terms of the investment advisory agreement. The amount due is calculated by applying the quarterly rate (annual rate divided by the number of days in the quarter) to the average daily balance of the assets throughout the quarter. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than Heron Bay Capital, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian typically charges for mutual funds and other types of investments. The fees charged by HBCM are separate and distinct from these custody and execution fees. In addition, all fees paid to HBCM for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Heron Bay Capital, but would not receive the services provided by HBCM which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by HBCM to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. Advance Payment of Fees and Termination Investment Management Services HBCM may be compensated for its investment management services at the end of the quarter after services are rendered. Either party may terminate the investment advisory agreement, at any time, by providing advance written notice to the other party. The Client may also terminate the investment advisory agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. The Client’s investment advisory agreement with the Advisor is non-transferable without the Client’s prior consent. E. Compensation for Sales of Securities HBCM does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Item 6 – Performance-Based Fees and Side-By-Side Management HBCM does not charge performance-based fees for its investment advisory services. The fees charged by HBCM are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. HBCM does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients HBCM offers investment advisory services to individuals, high net worth individuals, trusts, estates, and institutions. The amount of each type of Client is available on Heron Bay Capital’s Form ADV Part 1A. These amounts may change over time and are updated at least annually by the Advisor. HBCM generally charges a minimum annual advisory fee of $500 per Client account. The Advisor may waive this fee at its sole discretion. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 7  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis HBCM primarily employs a fundamental, technical and cyclical analysis method in developing investment strategies for its Clients. The Advisor may also utilize technical and cyclical analysis methods when recommending certain securities. Research and analysis from HBCM are derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends, which may be based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that HBCM will be able to accurately predict such a reoccurrence. Cyclical analysis is similar to technical analysis in that it involves the analysis of market conditions at a macro (entire market/economy) or micro (company specific) level, rather than the overall fundamental analysis of the health of the particular company that HBCM is recommending. The risks with cyclical analysis are similar to those of technical analysis. As noted above, HBCM generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. HBCM will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, HBCM may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. HBCM will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that a Client will meet their investment goals. Please see Item 8.B. for risks associated with the Advisor’s investment strategies as well as general risks of investing. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 8  information. It is the responsibility of the Client to inform the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with the Advisor’s investment strategies: Market Risk The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. Bonds Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Options Investments in options contracts have the risk of losing value in a relatively short period of time. Option contracts are leveraged instruments that allow the holder of a single contract to control many shares of an underlying stock. This leverage can compound gains or losses. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving HBCM or its management person[s]. HBCM values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 305537. Item 10 – Other Financial Industry Activities and Affiliations Advent Convertible and Income Fund Mr. Gerald Seizert serves as a Board Member of the Advent Convertible and Income Fund. This activity poses a conflict of interest where Mr. Seizert may spend time away from the Advisor, where he also receives additional compensation. The Advisor does not generally recommend that Clients invest in the fund, however if Clients are invested in the fund, the Advisor will not charge fees on the assets invested in the fund. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics HBCM has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with HBCM (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. HBCM and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 9  Heron Bay Capital’s Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code, please contact the Advisor at (248) 970-0900. B. Personal Trading with Material Interest HBCM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. HBCM does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund or advise an investment company. HBCM does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients HBCM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by HBCM conducting a coordinated review of personal accounts and the accounts of the Clients. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While HBCM allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will Heron Bay Capital, or any Supervised Person of Heron Bay Capital, transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] HBCM does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize HBCM to direct trades to the Custodian as agreed upon in the investment advisory agreement. Further, HBCM does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade- by-trade basis. The Client may also authorize the Advisor to trade securities away from the Custodian and arrange for delivery of these securities to the Client’s account[s] at the Custodian or another custodian designated by the Client. For such “trade-away” arrangements, the Custodian may charge a separate trade-away fee in addition to the securities commissions. These trade-away fees are in addition to any commissions and other brokerage fees charged by the executing broker-dealer. HBCM will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer and member SIPC. Schwab will serve as the Client’s “qualified custodian”. HBCM maintains an institutional relationship with Schwab, whereby the Advisor receives economic benefits from Schwab (Please see Item 14 below.) Where HBCM does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a custodian not recommended by Heron Bay Capital. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. HBCM may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 10  Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other services. HBCM does not participate in soft dollar programs sponsored or offered by any broker- dealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - HBCM does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - Clients are generally serviced on a “directed brokerage basis”, where HBCM will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). HBCM will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. 4. Prime Brokerage - The Advisor may execute securities transactions either through the Custodian or through another unaffiliated broker-dealer in connection with a prime brokerage relationship established with the Custodian. Should a Client’s account[s] make use of prime brokerage, the Client is required to execute additional agreement[s] with the Custodian authorizing the Advisor to trade-away from and settle to the Client’s established account[s] at the Custodian. The Custodian may charge an additional trade-away fee for these transactions in addition to the normal securities transaction costs. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. HBCM will execute its transactions through the Custodian as authorized by the Client. HBCM may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodian for multiple (discretionary) accounts in the same trading day. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage any particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by the Advisor. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A, each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify HBCM if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 11  statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Heron Bay Capital HBCM is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. HBCM does not receive commissions or other compensation from product sponsors, broker-dealers or any unrelated third party. HBCM may refer Clients to various unaffiliated, non-advisory professionals (e.g. attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of its Clients. Likewise, HBCM may receive non-compensated referrals of new Clients from various third-parties. Participation in Institutional Advisor Platform HBCM has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like HBCM. As a registered investment advisor participating on the Schwab Advisor Services platform, HBCM receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a potential conflict of interest since these benefits may influence the Advisor's recommendation of this custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. Services that May Only Benefit the Advisor – Schwab also offers other services to HBCM that may not benefit the Client, including: educational conferences and events, financial start-up support, consulting services and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. HBCM believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. B. Compensation for Client Referrals Certain Clients may be referred to the Advisor by either an affiliated or unaffiliated party (“Promoter”) and receive, directly or indirectly, compensation for the Client referral. In such instances, the Advisor will compensate the Promoter a fee in accordance with Rule 206(4)-1 of the Advisers Act and any corresponding state securities requirements. Any such compensation shall be paid solely from the investment advisory fees earned by the Advisor, and shall not result in any additional charge to the Client. Item 15 – Custody HBCM does not accept or maintain custody of any Client accounts, except for the limited circumstances outlined below: Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 12  Deduction of Advisory Fees - To ensure compliance with regulatory requirements associated with the deduction of advisory fees, all Clients for whom HBCM exercises discretionary authority must hold their assets with a "qualified custodian." Clients are responsible for engaging a “qualified custodian” to safeguard their funds and securities and must instruct HBCM to utilize that Custodian for securities transactions on their behalf. Clients are encouraged to review statements provided by the Custodian and compare to any reports provided by HBCM to ensure accuracy, as the Custodian does not perform this review. Money Movement Authorization - For instances where Clients authorize HBCM to move funds between their accounts, HBCM and the Custodian have implemented safeguards to ensure that all money movement activities are conducted strictly in accordance with the Client’s documented instructions. Item 16 – Investment Discretion HBCM generally has discretion over the selection and amount of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by Heron Bay Capital. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by HBCM will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities HBCM does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Item 18 – Financial Information Neither Heron Bay Capital, nor its management, have any adverse financial situations that would reasonably impair the ability of HBCM to meet all obligations to its Clients. Neither Heron Bay Capital, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. HBCM is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $1,200 or more for services to be performed six months or more in the future. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 13  Privacy Policy Effective: March 28, 2025 Our Commitment to You HBCM Management, LLC (“HBCM” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. HBCM (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. HBCM does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment questionnaires and suitability documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 14  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No No Not Shared Yes Yes No Not Shared Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited to: processing transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. Marketing Purposes HBCM does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where HBCM or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. Information About Former Clients HBCM does not disclose and does not intend to disclose, non-public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. California In response to a California law, to be conservative, we assume accounts with California addresses do not want us to disclose personal information about you to non-affiliated third parties, except as permitted by California law. We also limit the sharing of personal information about you with our affiliates to ensure compliance with California privacy laws. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (248) 970-0900. Heron Bay Capital Management 40701 Woodward Ave, Suite 104, Bloomfield Hills, MI 48304 Phone: (248) 970-0900 * Fax: (248) 970-0901 http://www.heronbaycap.com Page 15