LAZARI CAPITAL MANAGEMENT, INC.

Item 1: Cover Page 2025 Form ADV Part 2A Firm Brochure LAZARI CAPITAL MANAGEMENT, INC. 6928 Owensmouth Avenue, Suite 200 Woodland Hills, CA 91303 818.264.0610 | office 888.242.0318 | toll free www.lazaricapital.com This brochure provides information about the qualifications and business practices of Lazari Capital Management, Inc. If you have any questions about the contents of this brochure, please contact us at 818.264.0610 or Hovig@LazariCapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about Lazari Capital Management, Inc. also is available on the SEC’s website at www.adviserinfo.sec.gov. Registration does not imply a certain level of skill or training. Version Date: October 1, 2025  Item 2: Material Changes The material changes in this brochure from the last update of Lazari Capital Management, Inc. (LCMI) on 03/26/2025 are described below. Material changes relate to LCMI’s providing investment management services to Honey Badger Opportunities Fund LP (the “Fund”), a newly-established private fund affiliated with LCMI, including. • Item 4: LCMI added a description of its advisory services to the Fund. • Item 5: LCMI added a description of fees charged to the Fund, including asset-based fees, and performance fees allocated to the Fund’s general partner, an affiliate of LCMI. • Item 8: LCMI modified Methods of Analysis, Investment Strategies, and Risk of Investment Loss to include certain provisions related to the Fund. • Item 15: Custodian information has been added to reflect that Fund assets are maintained at Interactive Brokers LLC, a qualified custodian. 1  Item 3: Table of Contents ITEM 1: COVER PAGE ........................................................................................................................................................ 0 ITEM 2: MATERIAL CHANGES ............................................................................................................................................ 1 ITEM 3: TABLE OF CONTENTS ............................................................................................................................................ 2 ITEM 4: ADVISORY BUSINESS ........................................................................................................................................... 3 A. DESCRIPTION OF THE ADVISORY FIRM ..................................................................................................................................... 4 TYPES OF ADVISORY SERVICES .............................................................................................................................................. 4 B. C. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS ................................................................................................... 6 D. WRAP FEE PROGRAMS ........................................................................................................................................................ 6 ASSETS UNDER MANAGEMENT .............................................................................................................................................. 6 E. ITEM 5: FEES AND COMPENSATION .................................................................................................................................. 6 FEE SCHEDULE ................................................................................................................................................................. 6 A. PAYMENT OF FEES ............................................................................................................................................................. 8 B. C. PREPAYMENT OF FEES ......................................................................................................................................................... 8 D. OUTSIDE COMPENSATION FOR THE SALE OF SECURITIES TO CLIENTS ............................................................................................... 9 ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT .......................................................................... 10 ITEM 7: TYPES OF CLIENTS .............................................................................................................................................. 10 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF INVESTMENT LOSS .......................................... 10 A. METHODS OF ANALYSIS AND INVESTMENT STRATEGIES ............................................................................................................... 10 B. MATERIAL RISKS INVOLVED ................................................................................................................................................ 11 C. RISKS OF SPECIFIC SECURITIES UTILIZED ................................................................................................................................ 13 ITEM 9: DISCIPLINARY INFORMATION ............................................................................................................................. 15 A. CRIMINAL OR CIVIL ACTIONS .............................................................................................................................................. 15 ADMINISTRATIVE PROCEEDINGS .......................................................................................................................................... 15 B. SELF-REGULATORY ORGANIZATION (SRO) PROCEEDINGS .......................................................................................................... 15 C. ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ............................................................................. 15 REGISTRATION AS A BROKER/DEALER OR BROKER/DEALER REPRESENTATIVE ................................................................................... 15 A. B. REGISTRATION AS A FUTURES COMMISSION MERCHANT, COMMODITY POOL OPERATOR, OR A COMMODITY TRADING ADVISOR ..................... 15 C. REGISTRATION RELATIONSHIPS MATERIAL TO THIS ADVISORY BUSINESS AND POSSIBLE CONFLICTS OF INTEREST ........................................ 15 SELECTION OF OTHER ADVISERS OR MANAGERS AND HOW THIS ADVISER IS COMPENSATED FOR THOSE SELECTIONS .................................. 17 D. ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ................ 17 A. CODE OF ETHICS ............................................................................................................................................................. 17 RECOMMENDATIONS INVOLVING MATERIAL FINANCIAL INTERESTS ................................................................................................. 17 B. INVESTING PERSONAL MONEY IN THE SAME SECURITIES AS CLIENTS .............................................................................................. 17 C. TRADING SECURITIES AT/AROUND THE SAME TIME AS CLIENTS’ SECURITIES .................................................................................... 18 D. ITEM 12: BROKERAGE PRACTICES ................................................................................................................................... 18 A. B. FACTORS USED TO SELECT CUSTODIANS AND/OR BROKER/DEALERS ............................................................................................. 18 AGGREGATING (BLOCK) TRADING FOR MULTIPLE CLIENT ACCOUNTS ............................................................................................. 19 ITEM 13: REVIEWS OF ACCOUNTS ................................................................................................................................... 19 FREQUENCY AND NATURE OF PERIODIC REVIEWS AND WHO MAKES THOSE REVIEWS ......................................................................... 19 A. B. FACTORS THAT WILL TRIGGER A NON-PERIODIC REVIEW OF CLIENT ACCOUNTS ............................................................................... 19 C. CONTENT AND FREQUENCY OF REGULAR REPORTS PROVIDED TO CLIENTS ...................................................................................... 19 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION .............................................................................................. 19 A. ECONOMIC BENEFITS PROVIDED BY THIRD PARTIES FOR ADVICE RENDERED TO CLIENTS (INCLUDES SALES AWARDS OR OTHER PRIZES) .......... 19 B. COMPENSATION TO NON-ADVISORY PERSONNEL FOR CLIENT REFERRALS ...................................................................................... 19 ITEM 15: CUSTODY ......................................................................................................................................................... 20 2  ITEM 16: INVESTMENT DISCRETION ................................................................................................................................ 20 ITEM 17: VOTING CLIENT SECURITIES (PROXY VOTING) ................................................................................................... 20 ITEM 18: FINANCIAL INFORMATION ................................................................................................................................ 20 BALANCE SHEET ............................................................................................................................................................. 20 A. B. FINANCIAL CONDITIONS REASONABLY LIKELY TO IMPAIR ABILITY TO MEET CONTRACTUAL COMMITMENTS TO CLIENTS ................................. 21 C. BANKRUPTCY PETITIONS IN PREVIOUS TEN YEARS ..................................................................................................................... 21 3  Item 4: Advisory Business A. Description of the Advisory Firm Lazari Capital Management, Inc. (hereinafter “LCMI”) is a corporation that was formed in August 2014, and the principal owner is Michael Lazari Karapetian. LCMI provides services to individuals, trusts, high-net-worth individuals, pension and profit- sharing plans, Honey Badger Opportunities Fund LP (the “Fund”), and corporations or business entities concerning equities, fixed income securities, real estate funds (including REITs), ETFs (including ETFs in the gold and precious metal sectors), options, treasury inflation protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds and private placements mutual funds insurance products including annuities. As a registered investment adviser, we are held to the highest standard of client care – a fiduciary standard. As a fiduciary, we always put our clients’ interests first and must fully disclose any potential conflict of interest. We do not hold customer funds or securities. However, due to our affiliate’s control of the Fund, we are considered to have custody over the funds and securities held by the Fund. B. Types of Advisory Services Portfolio Management Services LCMI offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. LCMI creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels). Portfolio management services include, but are not limited to, the following: Investment strategy • • Personal investment policy • Asset allocation • Asset selection • Risk tolerance • Regular portfolio monitoring LCMI evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. LCMI will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. LCMI seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of LCMI’s economic, investment or other financial interests. To meet its fiduciary obligations, LCMI attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, LCMI’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is LCMI’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent, including initial public offerings ("IPOs") and other investment opportunities that might have a limited supply, among its clients (including the Fund) on a fair and equitable basis over time. LCMI provides ongoing portfolio management services to the Fund. The Fund is pursuing a total return investment strategy, primarily focused on trading and investing in U.S. equity capital markets and global equities with a smaller portion of the portfolio allocated to opportunities which arise from time to time in more illiquid investments with a lower correlation with the equity capital markets. The principal investment objective of the Fund is to generate consistently strong absolute returns coupled with high volatility across market cycles by attempting to capture value through a proprietary quantitative investment process, including a significant use of leverage and derivative securities. The Fund is not suitable for all investors. LCMI anticipates inviting some, but not all, of its other clients to invest in the Fund. Investments in the Fund will be subject to a 1.5% investment advisory fee and a 15% performance fee (subject to achieving a 9% income hurdle). Information relating to the 4  Fund set forth in this Brochure, is qualified in its entirety by reference to the Fund’s Limited Partnership Agreement, Private Placement Memorandum, and Subscription Agreements. Recommendation of Third-Party Asset Managers As part of our overall asset management strategy, we may also recommend Third-Party Asset Manager programs, or we may select separately managed account platforms or other advisers and/or custodians to manage all or a portion of your account. All Third-Party Asset Managers recommended by our firm must either be registered as investment advisers or exempt from registration requirements. Factors that we consider when making our recommendations include, but are not limited to, the following: the Third-Party Asset Manager’s performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the Third-Party Asset Manager’s performance to ensure its management and investment style remain aligned with your investment goals and objectives. Where Client appoints LCMI as Client’s agent to buy and sell securities or other investments for Client's account on a discretionary basis, Client delegates to LCMI the authority to retain one or more Third-Party Asset Manager(s) to provide all, or a portion, of the discretionary management services with respect to Client’s account. LCMI shall have the discretion to hire and fire any Third- Party Asset Manager without Client consent. To the extent, that Client participates in a specific program offered by LCMI that is provided through a Third-Party Asset Manager or platform, the investments that are available to Client through that program may be limited to certain types of securities. Client understands that Client may not be able to impose investment restrictions with respect to the securities and other assets that are purchased for, or held in, the account by such Third-Party Asset Managers. In some cases, you may be required to sign an agreement directly with the Third-Party Asset Manager(s) and/or account program/platform providers. In which case, you may terminate your advisory relationship with the Third-Party Asset Manager(s) according to the terms of your agreement with the Third-Party Asset Manager(s) and/or other program/platform providers. You should review each Third-Party Asset Manager’s brochure for specific information on how you may terminate your advisory relationship with the Third-Party Asset Manager and how you may receive a refund, if applicable. You should contact the Third-Party Asset Manager directly for questions regarding your agreement with the Third- Party Asset Manager. A complete description of the programs and services provided, the amount of total fees, the payment structure, termination provisions, and other aspects of each program are detailed and disclosed in i) the Third-Party Asset Manager’s Form ADV Part 2A; ii) other applicable disclosure documents; iii) the disclosure documents of the portfolio manager(s) selected; or, iv) the Third-Party Asset Manager’s account opening documents. A copy of all relevant disclosure documents of the Third-Party Asset Manager and the individual portfolio manager(s) will be provided to anyone interested in these programs/managers. Pension Consulting Services LCMI offers ongoing consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans) based on the demographics, goals, objectives, time horizon, and/or risk tolerance of the plan’s participants. LCMI is currently accepting rollover transfers, and provide management services to pensions, and 401(k). LCMI will utilize third parties for 401(k) business. Services Limited to Specific Types of Investments LCMI generally limits its investment advice to mutual funds, fixed income securities, the Fund, real estate funds (including REITs), insurance products including annuities, equities, ETFs (including ETFs in the gold and precious metal sectors), treasury inflation protected/inflation linked bonds, commodities, non-U.S. securities, venture capital funds and private placements. LCMI may use other securities as well to help diversify a portfolio when applicable. Financial Planning and Estate Planning Financial plans and financial planning may include but are not limited to estate planning; investment planning; life insurance; tax concerns; retirement planning; education planning; and debt/credit planning. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make 5  money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. C. Client Tailored Services and Client Imposed Restrictions LCMI generally offers the same suite of services to all of its clients. However, specific client investment strategies and their implementation are dependent upon the client Investment Policy Statement which outlines each client’s current situation (income, tax levels, and risk tolerance levels). As noted above, investment in the Fund will not be made available to all clients. In addition, clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent LCMI from properly servicing the client account, or if the restrictions would require LCMI to deviate from its standard suite of services, LCMI reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees, transaction costs, fund expenses, and other administrative fees. LCMI does not participate in any wrap fee programs. E. Assets Under Management As of December 31, 2024, LCMI has the following assets under management: Discretionary Amounts $ 456,888,440 Non-Discretionary Amounts $ 157,734,852 Date Calculated December 31, 2024 Item 5: Fees and Compensation A. Fee Schedule Lower fees for comparable services may be available from other sources. The fee information set forth immediately below does not relate to the Fund. For information regarding fees charged to the Fund, see subsection E, below. Asset-Based Fees for Portfolio Management The annual fee for all assets will be 3.00%. This fee is generally negotiable, and the final fee schedule is attached as Exhibit II of the Investment Advisory Contract. Clients may terminate the agreement without penalty for a full refund of LCMI's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract generally with 15 days' written notice. LCMI bills based on the balance on the first day of the billing period. Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in advance. Fees are calculated by multiplying the daily rate* by the number of days in the given quarter (*the daily rate is calculated by dividing the annual asset-based fee rate by 365). LCMI collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed 6  in the billing period up to and including the day of termination (*the daily rate is calculated by dividing the annual asset-based fee rate by 365). LCMI will assess a $125 fee for account closures. LCMI will not be compensated on the basis of a share of capital gains upon or capital appreciation of the funds or any portion of the funds of Client. Performance-Based Portfolio Management Fees LCMI charges a management fee and, in some cases, may charge a performance fee. LCMI structures performance fee arrangements subject to Section 205(a)(1) of the Adviser’s Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. Such performance fees would generally be between 5% to 10%. Performance fees are individually negotiated with each client and may be subject to a High Watermark. Typically, the fee will be charged on a quarterly basis in arrears. The term “High Watermark” shall mean that no performance fee will be paid for recoupment of losses. Thus, if the net asset value of the Account (excluding the performance fee) at the end of a calculation period falls below the net asset value at the end of any previous calculation period, no performance fee will be owed to LCMI for the calculation period then ended. LCMI will only be entitled to a further performance fee once the net asset value of the Account exceeds the highest net asset value of the Account for all previous calculation periods. The High-Water Mark is adjusted for contributions to and withdrawals from the Account. Each client is provided with additional information on the fees payable by their Account, including with respect to the High-Water Mark, if any, in their advisory agreement. Performance based fee arrangements may create an incentive for LCMI to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Performance fee arrangements may also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities. LCMI has procedures designed and implemented to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. LCMI may have clients with similar investment objectives. LCMI is permitted to make an investment decision on behalf of clients that differs from decisions made for, or advice given to, such other accounts and clients even though the investment objectives may be the same or similar, provided that the LCMI acts in good faith and follows a policy of allocating, over a period of time, investment opportunities on a basis intended to be fair and equitable, taking into consideration the investment policies and investment restrictions to which such accounts and clients are subject. In general, a “Qualified Client” is: (1) a natural person or company who at the time of entering into such agreement has at least $1,100,000 under the management of the investment adviser; (2) a natural person or company who the adviser reasonably believes at the time of entering into the contract: (a) has a net worth of jointly with his or her spouse of more than $2,200,000 excluding the value of the client’s primary residence; or (b) is a qualified purchaser as defined in the Investment Company Act of 1940, §2(a)(51)(A) (15 U.S.C. 80a-2(51)(A)); or (3) a natural person who at the time of entering into the contract is: (A) An executive officer, director, trustee, general partner, or person serving in similar capacity of the investment adviser; or (B) An employee of the investment adviser (other than an employee performing solely clerical, secretarial, or administrative functions with regard to the investment adviser), who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar function or duties for or on behalf of another company for at least 12 months. Third-Party Asset Manager Fees The combined fee charged by LCMI and the Third-Party Asset Manager will not exceed 3.00%. Depending on the Third-Party Asset Manager, Clients may or may not be able to negotiate the portion of the fee payable to the Third-Party Asset Manager. A portion of the advisory fees paid by Client to LCMI is remitted to the Third-Party Asset Manager for their services. Therefore, we have a conflict of interest since we have a financial incentive to recommend Third-Party Asset Managers with whom we have more favorable compensation arrangements. Nevertheless, we mitigate this conflict since we are a fiduciary and are obligated to act in your best interests. We 7  also have policies and procedures in place that require us to perform due diligence on Third-Party Asset Managers to ensure that we make every effort to recommend a Third-Party Asset Manager that is appropriate for you based on the facts and circumstances you disclose to us including, but not limited to, your risk tolerance, financial objectives, and financial circumstances. Clients are encouraged to review the Disclosure Brochures of the Third-Party Asset Managers and/or Custodians as well as the new account documents provided by all parties to ensure that they understand the total fee they will pay. The advisory fees payable to LCMI and the Third-Party Asset Managers will be debited from Client’s account upon the Custodian’s receipt of the invoice from LCMI. If there is not adequate cash in the account to pay the advisory fees, it may be necessary to liquidate account assets to cover those expenses, which may result in a loss to Client. Pension Consulting Services Fees The standard rate for creating client pension consulting plans will range from 0.05% to 0.50% and these fees are negotiable, and discounts may be available depending on the size of the plan and scope of the engagement. The final fee schedule will be attached as Exhibit II of the client contract. This service may be canceled with 30 days’ notice. Financial Planning and Estate Planning Fees / Hourly Fee The hourly fee for these services is $500. The fees are negotiable, and the final fee schedule will be attached as Exhibit II of the Financial Planning Agreement. Clients may terminate the agreement without penalty, for full refund of LCMI’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement with upon written notice. B. Payment of Fees Payment of Asset-Based Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in advance. Payment of Performance-Based Fees Performance-based fees are withdrawn directly from the client’s accounts with client’s written authorization. Fees are paid quarterly. Payment of Fixed or Hourly Pension Consulting Services Fees Fixed pension consulting fees are paid via check. These fees are paid 100% in advance, but never more than six months in advance. Payment of Financial Planning Fees Hourly Financial Planning fees are paid via check. These fees are paid 100% in advance, but never more than six months in advance. Clients are responsible for the payment of all Third-Party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by LCMI. Please see Item 12 of this brochure regarding broker-dealer/custodian. C. Prepayment of Fees LCMI collects fees in advance. Refunds for fees paid in advance will be returned within fourteen days to the client via check or return deposit back into the client’s account. For all asset-based fees paid in advance, the fee refunded will be equal to the balance of the fees collected in advance minus the daily rate* times the number of days elapsed in the billing period up to and including the day of termination. (*The daily rate is calculated by dividing the annual asset-based fee rate by 365.) 8  Fixed fees that are collected in advance will be refunded based on the prorated amount of work completed at the point of termination. D. Outside Compensation for the Sale of Securities to Clients LCMI or its supervised persons may accept compensation for the sale of securities or other investment products, including asset-based sales charges or services fees from the sale of mutual funds. Michael Lazari Karapetian is a registered representative of a broker-dealer and in this role, accepts compensation for the sale of securities and other products to LCMI clients. Michael Lazari Karapetian is also an insurance agent but does not receive compensation from the sale of insurance products. 1. This is a Conflict of Interest Supervised persons may accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds to LCMI's clients. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of securities or investment products for which the supervised persons receive compensation, LCMI will document the conflict of interest in the client file and inform the client of the conflict of interest. 2. Client Have the Option to Purchase Recommended Products from Other Brokers Clients always have the option to purchase LCMI recommended products through other brokers or agents that are not affiliated with LCMI. 3. Commissions are not the Primary Source of Income for LCMI Commissions are not LCMI’s primary source of compensation. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are reduced to offset the commissions or markups on securities or investment products recommended to clients. E. Fees Assessed to the Fund Information relating to the Fund set forth in this Brochure, is qualified in its entirety by reference to the Fund’s Limited Partnership Agreement, Private Placement Memorandum, and Subscription Agreements. Asset-Based Fees for Management of the Fund’s Portfolio The annual fee for all assets will be 1.50%. This fee may be negotiable by investors in the Fund, but the reduction of asset-based fees for any investor in the Fund, will not result in any other investor’s being assessed in excess of 1.5%. There are significant limitations on withdrawal of investments from the Fund, including an initial one-year lock up period, and individual and aggregate caps on quarterly withdrawals. Asset-based Fund management fees are withdrawn directly from the Fund, and allocated to each investor’s capital account therein. Fees are paid monthly in advance. Withdrawals are generally only permitted on a quarterly basis, thus management fees should not be assessed in respect of withdrawn investments. However, to the extent fees are assessed upon amounts thereafter withdrawn, any excess fees generated thereby shall be credited to the applicable investor’s capital account, or returned to the investor. Performance-Based Fees The Fund’s general partner, an affiliate of LCMI receives a performance fee of 15% of income (once the 9% hurdle rate is achieved) subject to the requirements of Section 205(a)(1) of the Adviser’s Act. It is generally recognized that performance-based fee arrangements create an incentive to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. The Fund will also employ leverage amplifying risk. To the extent that persons who are not “Qualified Clients” (as defined above) invest in the Fund, their capital accounts shall not be assessed performance-based fees. In addition, this fee may be negotiable by investors in the Fund, but the reduction (or non-assessment) of performance-based 9  fees for any investor in the Fund, will not result in any other investor’s being assessed in excess of 15% in performance fees. Performance-based fees are assessed annually as of the close of each fiscal year. They are not subject to refund, even if the value of the Fund declines. However, no further performance-based fees will be assessed until the Fund has reached the High Watermark achieved when performance-based fees were most recently assessed. Moreover, in any year, performance-based fees will not be assessed if the Fund has not achieved at least a 9% return on an annualized basis, but once that 9% Hurdle Rate is achieved, the 15% performance fee will be assessed on the entirety of the return (since the prior High Watermark). Conflicts Arising from Fee Arrangements. LCMI has procedures designed and implemented to ensure that all clients (including the Fund) are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. LCMI may have clients with similar investment objectives to those of the Fund. LCMI is permitted to make an investment decision on behalf of clients that differs from decisions made for, or advice given to, the Fund or other accounts and clients even though the investment objectives may be the same or similar, provided that the LCMI acts in good faith and follows a policy of allocating, over a period of time, investment opportunities on a basis intended to be fair and equitable, taking into consideration the investment policies and investment restrictions to which such accounts and clients are subject. Item 6: Performance-Based Fees and Side-by-Side Management LCMI manages accounts that are billed on performance-based fees (a share of capital gains on or capital appreciation of the assets of a client) as well as accounts that are NOT billed on performance-based fees. Managing both kinds of accounts at the same time presents a conflict of interest because LCMI or its supervised persons have an incentive to favor accounts for which LCMI and its supervised persons receive a performance- based fee. LCMI addresses the conflicts by ensuring that clients are not systematically advantaged or disadvantaged due to the presence or absence of performance-based fees. LCMI seeks best execution and upholds its fiduciary duty for all clients (including the Fund). Clients that are paying a performance-based fee should be aware that investment advisers have an incentive to invest in riskier investments when paid a performance-based fee due to the higher risk/higher reward attributes. Item 7: Types of Clients LCMI generally provides advisory services to the following types of clients: Individuals • • Trusts • High-Net-Worth Individuals • Pension and Profit-Sharing Plans • The Fund • Corporations or Business Entities Minimum Account Size: LCMI’s minimum account size is $250,000. The minimum investment in the Fund is set at $500,000. Item 8: Methods of Analysis, Investment Strategies, and Risk of Investment Loss A. Methods of Analysis and Investment Strategies The Methods of Analysis and Investment Strategies information set forth immediately below are used by the Fund. However, the Fund also uses a proprietary investment process developed for the Fund, and leverage. For information regarding these additional Methods of Analysis and Investment Strategies of the Fund, please refer to the Fund’s Limited Partnership Agreement, Private Placement Memorandum, and Subscription Agreements. 10  Methods of Analysis LCMI’s methods of analysis include charting analysis, fundamental analysis, technical analysis, cyclical analysis, quantitative analysis, and modern portfolio theory. Charting analysis involves the use of patterns in performance charts. LCMI uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Technical analysis involves the analysis of past market data, primarily price and volume. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Investment Strategies LCMI uses long term trading, short term trading, short sales, margin transactions and options trading (including covered options, uncovered options, or spreading strategies). Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved The Material Risks information set forth immediately below does not address certain risks related to the Fund. As discussed elsewhere, the Fund utilizes leverage and may invest in highly illiquid assets, each engendering additional risks. For information regarding Material Risks relating to the Fund, please refer to the Fund’s Private Placement Memorandum. Methods of Analysis Charting analysis strategy involves using and comparing various charts to predict long and short-term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. 11  Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two-fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Quantitative Model Risk: Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes technical issues in the construction and implementation of the models. Modern Portfolio Theory assumes that investors are risk adverse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies LCMI's use of short sales, margin transactions and options trading generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long-term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Short-term trading risks include liquidity, economic stability, and inflation, in addition to the long-term trading risks listed above. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. Short sales entail the possibility of infinite loss. An increase in the applicable securities prices will result in a loss and, over time, the market has historically trended upward. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Options transactions involve a contract to purchase a security at a given price, not necessarily at market value, depending on the market. This strategy includes the risk that an option may expire out of the money resulting in minimal or no value, as well as the possibility of leveraged loss of trading capital due to the leveraged nature of stock options. High Probability Options Trading is an actively managed, alternative investment strategy that seeks capital appreciation through the use of various options trading. This strategy writes (sells) spreads in order to maximize the buying power in an investment account by reducing the amount of premium received per contract and increasing the number of contracts in which the strategy can enter into at one time. It is designed to be short-term in nature and have little correlation to the equity or interest rate sensitive markets. This strategy includes the risk of investment losses. Non-traded REITs may have additional risks resulting from their relative illiquidity. Furthermore, non-traded REITs typically have higher fees than traditional REITs. Additionally, non-traded REITs lack of mark-to-market pricing, an accounting practice that provides investors with an appraisal of a company's assets at the current market price. 12  Leveraged Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Leverage provides additional risk, as any losses sustained will constitute a greater percentage of principal than if leverage had not been employed. Additionally, if losses occur, the value of the account may fall below the lender’s threshold thereby forcing the account holder to devote more assets to the account or sell assets on a shorter time frame than desired. Areas of concern for ETFs include the lack of transparency in products and increasing complexity, conflicts of interest, and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Inverse ETFs are designed to produce the inverse returns on a daily basis of whatever index they are tracking. For example, if the S&P 500 were to fall 10% in a given day, an S&P 500 inverse ETF would be up 10% that same day. Because inverse ETFs “reset” daily, their performance over longer periods of time – over weeks or months or years – can differ significantly from the performance (or inverse of the performance) of their underlying index or benchmark during the same period of time. This effect can be magnified in volatile markets. Structured product transactions, especially the use of Reverse convertible notes (RECONS), are designed to generate monthly or quarterly Income with a barrier or buffer to the downside. These investments include principal risk if the underlying stock in the note trades below the barrier price established in the prospectus. Private REIT transactions are another way to invest in the commercial real estate sector. These investments offer monthly or quarterly disbursements, but principal must be tied up for a certain number of years since these investments are not publicly traded upon initial investment. Most Private REITs do offer a buyback after the 2nd year but may dispose of the buyback program without notice. Investing in securities involves a risk of loss that you, as a client, or an investor in the Fund should be prepared to bear. C. Risks of Specific Securities Utilized Each or LCMI's and the Fund’s use of short sales, margin transactions, and options trading generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best-known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of 13  default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. Real Estate Funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Private placements carry a substantial risk as they are subject to less regulation than are publicly offered securities, the market to resell these assets under applicable securities laws may be illiquid, due to restrictions, and the liquidation may be taken at a substantial discount to the underlying value or result in the entire loss of the value of such assets. Venture capital funds invest in start-up companies at an early stage of development in the interest of generating a return through an eventual realization event; the risk is high as a result of the uncertainty involved at that stage of development. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Options are contracts to purchase a security at a given price, risking that an option may expire out of the money resulting in minimal or no value. An uncovered option is a type of options contract that is not backed by an offsetting position that would help mitigate risk. The risk or uncovered put is not unlimited, whereas the potential loss for an uncovered call option is limitless. Spread option positions entail buying and selling multiple options on the same underlying security, but with different strike prices or expiration dates, which helps limit the risk of other option trading strategies. Option transactions also involve risks including but not limited to economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation (purchasing power) risk and interest rate risk. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. 14  Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client or an investor in the Fund, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-Regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative As a registered representative of Lyndhurst Securities, Inc., Michael Lazari Karapetian accepts compensation for the sale of securities. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither LCMI nor its representatives are registered as or have pending applications to become one of either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interest Michael Lazari Karapetian: 1. Lazari Asset Management, Inc., President. Estate Planning, Life Insurance Sales and Business Management, Direct Business Sales in Annuities, Real Estate, 1031-Exchanges. 2. Honey Badger Capital LLC, Managing Member. General partner to the Fund. 3. Jamed, LLC, Managing Member. Real Estate Holding Company. Administering building-related activities. 4. Lazari Capital Management, Inc., President, Investment Adviser Representative. Fee-based money management. 5. Pompeii Holdings LLC, Passive investor; only providing capital. Investing in small businesses that need capital injection. 6. Moravian University Board of Trustees, Trustee. Meet with board on a quarterly basis to discuss college policies; approving the college's mission and objectives; advising the president on school matters. 7. Tortuga Holding Company, LLC, Managing Member. Holding company for purpose of holding interest in different small, non-investment related businesses. 8. DBA: Iron Hill Wealth Management for Lazari Capital Management, Inc.’s advisory business transacted in Glendale office only. 9. Lazari Asset Management, Inc., Trustee and Executor. Trustee services (including but not limited to distribution of trust assets, carrying out instructions of trust, etc.) and executor services (including but not limited to settlement of estate. 10. Merlin Tuttle’s Bat Conservation, Trustee/Board Member. Non-profit organization whose mission is to inspire bat conservation worldwide. 11. Broken Window Productions, LLC, Managing Member. Film production/financing. 15  12. Karapetian Animal Rescue Environment Foundation (KARE Foundation). Non-profit organization whose mission is to rescue, rehabilitate and preserve all animals. From time to time, he will offer clients advice or products from those activities. Clients should be aware that these services pay a commission or other compensation and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. LCMI always acts in the best interest of the client (including the Fund), including with respect to the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of LCMI in such individual’s outside capacities. Rajiv Kirit Shah is a registered representative. From time to time, he will offer clients advice or products from this activity. Clients should be aware that these services pay a commission and involve a possible conflict of interest, as commissionable products can conflict with the fiduciary duties of a registered investment adviser. Lazari Capital Management, Inc. always acts in the best interest of the client, including in the sale of commissionable products to advisory clients. Clients are in no way required to utilize the services any representative of Lazari Capital Management, Inc. in such individual's outside capacity. Rajiv Kirit Shah is a consultant for a Broker/Dealer. He does not have his own clients and does not receive any commissions from this activity. James Richard Koller is a licensed insurance agent who sells term, whole life, disability and long-term care insurance. From time to time, he will offer clients advice or products from those activities. Clients should be aware that these services pay a commission and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. Lazari Capital Management, Inc. always acts in the best interest of the client, including the sale of commissionable products to advisory clients. Clients always have the right to decide whether or not to utilize the services of any representative of Lazari Capital Management, Inc. in such individual’s outside capacities. James Richard Koller is also licensed with Lyndhurst Securities, Inc. and assists with sales activities at Lazari Asset Management, Inc. Kirk Shahen Mekerdichian is licensed with Lyndhurst Securities, Inc. and assists with sales activities at Lazari Asset Management, Inc. Arax Malvina Ryvkin is a licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of LCMI are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. LCMI addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an insurance agent. LCMI periodically reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. LCMI will disclose in advance how it or its supervised persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by LCMI’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. Emily A. Johnson is a licensed insurance agent. From time to time, she will offer clients advice or products from those activities. Clients should be aware that these services pay a commission and involve a possible conflict of interest, as commissionable products can conflict with the fiduciary duties of a registered investment adviser. Representatives of LCMI always act in the best interest of the client, including the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of LCMI in their capacity as an insurance agent. Emily also serves as a financial consultant in divorce, assisting clients engaged in divorce with the development and analysis of financial settlement options during settlement 16  negotiation, both litigated and mediated. She provides expert testimony on topics surrounding divorce financial planning, also serves as a financial neutral in Collaborative Divorce. The compensation for this offering is on an hourly or fixed fee basis for these services. Divorce financial advisory services may be marketed under the dba, Divorce&QDRO. Emily also manages a commercial property located in Hilton Head, South Carolina. Her responsibilities include the leasing of individual office space within the property, arranging necessary service providers to maintain the property, and communicating with and collecting rent from tenants. Emily is not personally compensated for these services; however, she maintains an ownership interest in the property through My Montana LLC and Bulldog Bungalow, LLC. Hagop Jack Karadanaian is a licensed insurance agent who sells term, whole life, disability and long- term care insurance. From time to time, he will offer clients advice or products from those activities. Clients should be aware that these services pay a commission and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. Lazari Capital Management, Inc. always acts in the best interest of the client, including the sale of commissionable products to advisory clients. Clients always have the right to decide whether or not to utilize the services of any representative of Lazari Capital Management, Inc. in such individual’s outside capacities. All material conflicts of interest under Section 260.238 (k) of the California Corporations Code are disclosed regarding the investment adviser, its representatives or any of its employees, which could be reasonably expected to impair the rendering of unbiased and objective advice. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections LCMI does not utilize nor select Third-Party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics LCMI has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. LCMI's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests Conflict of interest situations that arise in connection with the management of the assets of clients (including the Fund) will be handled on a case-by-case basis. Client approval will be sought for client investment in such recommendations and, if granted, such approval will be binding. If a principal transaction arises, LCMI will only execute such transaction with the consent of the applicable client. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of a related person, buys from or sells any security to any advisory client. If an agency cross transaction arises, LCMI will only execute such transaction with the consent of the applicable client. An agency cross transaction is generally defined as a transaction where a person acts as investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of LCMI may buy or sell securities for themselves that they also recommend to clients (including the Fund). This may provide an opportunity for representatives of LCMI to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. LCMI will always 17  document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of LCMI may buy or sell securities for themselves at or around the same time as clients (including the Fund). This may provide an opportunity for representatives of LCMI to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, LCMI will never engage in trading that operates to the client’s disadvantage if representatives of LCMI buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on LCMI’s duty to “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and LCMI may also consider the market expertise and research access provided by the broker-dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in LCMI's research efforts. LCMI will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker- dealer/custodian. LCMI primarily recommends Fidelity Brokerage Services LLC but may also recommend Charles Schwab. The Fund’s prime broker is Interactive Brokers LLC. 1. Research and Other Soft-Dollar Benefits While LCMI has no formal soft-dollar program in which soft dollars are used to pay for third-party services, LCMI may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). LCMI may enter into soft-dollar arrangements consistent with (and not outside of) the safe-harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and LCMI does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. LCMI benefits by not having to produce or pay for the research, products, or services, and LCMI will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that LCMI’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals LCMI receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use LCMI may permit clients to direct it to execute transactions through a specified broker-dealer. Clients must refer to their advisory agreements for a complete understanding of how they may be permitted to direct brokerage. If a client directs brokerage, the client will be required to acknowledge in writing that the client’s direction with respect to the use of brokers supersedes any authority granted to LCMI to select brokers; this direction may result in higher commissions, which may result in a disparity between free and directed accounts; [the client may be unable to participate in block trades (unless LCMI is able to engage in “step outs”); and trades for the client and other directed accounts may be executed after trades for free accounts, which may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Not all investment advisers allow their clients to direct brokerage. 18  B. Aggregating (Block) Trading for Multiple Client Accounts If LCMI buys or sells the same securities on behalf of more than one client (including the Fund), then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients (which may include the Fund) in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, LCMI would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. LCMI would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). Additionally, if LCMI does not aggregate securities in a single transaction for multiple clients when buying or selling the same securities on behalf of more than one client, then LCMI may be unable to achieve most favorable execution of client transactions, which could cost clients money in trade execution. Item 13: Reviews of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for LCMI's advisory services provided on an ongoing basis are reviewed at least monthly by Michael Lazari Karapetian with regard to clients’ respective investment policies and risk tolerance levels. All accounts at LCMI, including the Fund, are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of LCMI's advisory services provided on an ongoing basis, and each investor in the Fund, will receive a monthly report detailing the client’s account (in the case of the Fund, the investor’s capital account), including assets held, asset value, and calculation of fees. This written report will come from the custodian, or in the case of the Fund, the Fund’s administrator Opus Fund Services (Bermuda) Ltd.. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) We may occasionally receive economic benefits from commercial sponsors offering conservation easements, private real estate investment funds, or 1031s as part of due diligence allotments, reimbursements, or seminars with regards to doing these types of investments. B. Compensation to Non-Advisory Personnel for Client Referrals LCMI, as a matter of policy and practice, may compensate persons, i.e., individuals or entities, for the referral of advisory clients to LCMI provided appropriate disclosures and regulatory requirements are met. Such referral and compensation arrangements will generally be specific to a particular situation. Under 206 (4)-1, and comparable rules adopted by most states, investment advisers may compensate persons who solicit advisory clients for a firm if appropriate agreements exist, specific disclosures are made, and other conditions are met under the rules. LCMI has adopted various procedures to monitor and ensure LCMI policy is observed, implemented, and updated, which include the following: (i) LCMI’s Chief Compliance Officer will review and approve the relevant person’s background, compensation matters and related matters. (ii) LCMI will restrict and monitor political contributions made by LCMI and covered associates to government officials and/or candidates. (iii) If a potential conflict of interest is discovered during the initial and on-going due diligence of the relevant person, the agreement may be terminated to avoid any further potential conflicts of interest. 19  Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, LCMI will be deemed to have limited custody of client's assets and must have written authorization from the client/investor to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. Clients will also receive statements from LCMI in states that require invoices and are urged to compare the account statements they received from custodian with those they received from LCMI. Interactive Brokers LLC maintains custody of assets held in the name of the Fund and administered by Opus Fund Services. Item 16: Investment Discretion LCMI provides discretionary and non-discretionary investment advisory services to clients. The Investment Advisory Contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, LCMI generally manages the client account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. LCMI will also have discretionary authority to determine the broker or dealer to be used for a purchase or sale of securities for a client's account. Clients with discretionary accounts will execute a limited power of attorney to evidence discretionary authority. Clients may, but typically do not, impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. LCMI has discretionary authority over the investment activities of the Fund. Discretion for Nucleus Model Marketplace When we use a Nucleus model portfolio to manage all or a portion of your assets, we have the discretion to choose the Investment Strategy. Once the Investment Strategy is selected, AIM has authority to trade your account according to the parameters we establish for your account. Item 17: Voting Client Securities (Proxy Voting) LCMI acknowledges its fiduciary obligation to vote proxies on behalf of those clients that have delegated to it, or for which it is deemed to have, proxy voting authority. LCMI will vote proxies on behalf of a client solely in the best interest of the relevant client and has established general guidelines for voting proxies. LCMI may also abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that a client’s interests are better served by abstaining. Further, because proxy proposals and individual company facts and circumstances may vary, LCMI may vote in a manner that is contrary to the general guidelines if it believes that doing so would be in a client’s best interest to do so. If a proxy proposal presents a material conflict of interest between LCMI and a client, then LCMI will determine how to vote that proxy and whether the conflict of interest will be disclosed to the client. Clients may obtain a complete copy of the proxy voting policies and procedures by contacting LCMI in writing and requesting such information. Each client may also request, by contacting LCMI in writing, information concerning the manner in which proxy votes have been cast with respect to portfolio securities held by the relevant client during the prior annual period. The Fund, at the direction of its general partner, has the sole discretion to vote proxies in respect of assets of the Fund. Item 18: Financial Information A. Balance Sheet LCMI neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. 20  B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither LCMI nor its management has any financial condition that is likely to reasonably impair LCMI ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years LCMI has not been the subject of a bankruptcy petition in the last ten years. 21 

Item 1: Cover Page 2025 Form ADV Part 2B Brochure Supplement MICHAEL LAZARI KARAPETIAN Personal CRD Number: 2904615 Investment Adviser Representative Lazari Capital Management, Inc. 6928 Owensmouth Avenue, Suite 200 Woodland Hills, CA 91303 818.264.0610 | office michael@lazaricapital.com This brochure supplement provides information about Michael Lazari Karapetian that supplements the Lazari Capital Management, Inc. brochure. You should have received a copy of that brochure. Please contact Michael Lazari Karapetian if you did not receive Lazari Capital Management, Inc.’s brochure or if you have any questions about the contents of this supplement. Additional information about Michael Lazari Karapetian is also available on the SEC’s website at www.adviserinfo.sec.gov. Updated: October 1, 2025  Item 2: Educational Background and Business Experience Name: Michael Lazari Karapetian Born: 1974 Education: Bachelor of Arts, Business Management | Moravian College – 1997 Business Background: 10/2025 – Present Honey Badger Capital LLC, Managing Member Honey Badger Opportunities Fund LP, Founder and Chief Investment Officer 08/2022 – Present Lyndhurst Securities, Inc. Registered Representative 12/2014 – Present Lazari Capital Management, Inc. President and Chief Investment Officer Investment Adviser Representative 11/2003 – Present Lazari Asset Management, Inc. President Item 3: Disciplinary Information There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of this advisory business. Item 4: Other Business Activities See below for a list of Michael Lazari Karapetian’s other business activities: 1) Honey Badger Capital LLC. Managing Member. General Partner to Honey Badger Opportunities Fund LP. 2) Lazari Capital Management, Inc. President, Chief Investment Officer, and Investment Adviser Representative. Fee based money management. Day to day money management of investments. 3) Iron Hill Wealth Management, a DBA used for Lazari Capital Management, Inc. advisory business transacted in Glendale, CA office only. Insurance Agency Affiliations. Mr. Karapetian is also a licensed insurance professional. Implementation of insurance recommendations are separate and apart from Mr. Karapetian’s role with LCMI. As an insurance professional, Mr. Karapetian may receive customary commissions and other related revenues from the various insurance companies whose products are sold. Mr. Karapetian is not required to offer the products of any insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This may cause a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by Mr. Karapetian or the Adviser. Mr. Karapetian spends approximately 1% of his time per month in this capacity. 4) Lazari Asset Management, Inc. President. Trustee services (including but not limited to distribution of trust assets and carrying out instructions of trust) and executor services (including but not limited to settlement of estate). Estate planning, life insurance sales, and business 1  management. Direct sales in annuities, real estate, 1031-exchanges, and other alternative investments. Mr. Karapetian, Registered Representative, is registered with and securities offered through Lyndhurst Securities, Inc. (an affiliated broker/dealer). 5) Lyndhurst Securities, Inc. (Broker-Dealer Affiliation). Mr. Karapeitan is also a Registered Representative of Lyndhurst Securities, Inc. (“LSI”). LSI is a registered broker-dealer (CRD# 315582), member FINRA/SIPC. In Mr. Karapetian’s separate capacity as a registered representative, Mr. Karapetian will typically receive commissions for the implementation of recommendations for commissionable transactions. Clients are not obligated to implement any recommendation provided by Mr. Karapetian. Neither the Adviser nor Mr. Karapetian will earn ongoing investment advisory fees in connection with any products or services implemented in Mr. Karapetian’s separate capacity as a registered representative. Mr. Karapetian spends approximately 5% of his time per month in his role as a registered representative of LSI. 6) JAMED, LLC. Managing Member. Real estate holding company that holds one commercial building. 7) Pompeii Holdings LLC. Passive investor; only providing capital. Invests in small businesses that need capital injections. Compensated by percentage of profits or interest on capital injection. 8) Tortuga Holding Company, LLC. Managing Member. Holding company for purpose of holding interest in a variety of small, non-investment related businesses. 9) Moravian University. Board of Trustees/Trustee on Board. Meet with board on a quarterly basis to discuss college policies; approve the university's mission and objectives; advise the President on school matters. 10) Merlin Tuttle’s Bat Conservation. Trustee/Board Member. Non-profit organization whose mission is to inspire bat conservation worldwide. 11) Broken Window Productions, LLC. Managing Member. Film production/financing. Compensation based on box office ticket and streaming sales. 12) Karapetian Animal Rescue Environment Foundation (KARE Foundation). Non- profit organization whose mission is to rescue, rehabilitate and preserve all animals. Item 5: Additional Compensation Michael Lazari Karapetian does not receive any economic benefit from any person, company, or organization, other than Lazari Capital Management, Inc. in exchange for providing clients advisory services through Lazari Capital Management, Inc. Item 6: Supervision As a representative of Lazari Capital Management, Inc., Michael Lazari Karapetian is supervised by Hovig Melkonian, the firm's Chief Compliance Officer. Hovig Melkonian is responsible for ensuring that Michael Lazari Karapetian adheres to all required regulations regarding the activities of an Investment Adviser Representative, as well as all policies and procedures outlined in the firm’s Code of Ethics and compliance manual. The phone number for Hovig Melkonian is 516.721.5222. 2