Old Vine Capital

Part 2A of Form ADV: Firm Brochure Old Vine Capital, LLC 4800 Mirador Drive Austin, TX 78735 Telephone: 415-990-1420 Email: neil@oldvinecapital.com 7/27/2026 This brochure provides information about the qualifications and business practices of Old Vine Capital, LLC. If you have any questions about the contents of this brochure, please contact us at 415-990-1420 or neil@oldvinecapital.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Old Vine Capital, LLC also is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 305172.  Item 2 Material Changes This Firm Brochure provides you with a summary of our firm's advisory services and fees, professionals, certain business practices and policies, as well as actual or potential conflicts of interest, among other things. This Item is used to provide our clients with a summary of new and/or updated information. We have made the following changes to this Brochure since our last Brochure dated March 27, 2026: • Old Vine Capital, LLC now manages private funds: OVC AI Infrastructure Fund, LP and Old Vine Capital Venture Allocation Fund, LP. • As our regulatory assets under management exceeded $100 million as of 12/31/25, Old Vine Capital, LLC will be applying for registration with the SEC. We will inform of the revision(s) based on the nature of the information as follows: • Annual Update: We are required to update certain information at least annually, within 90 days of our firm's fiscal year end (FYE) of December 31. We will provide you with either a summary of the revised information with an offer to deliver the full revised Brochure within 120 days of our FYE or we will provide you with our revised Brochure that will include a summary of those changes in this Item. • Material Changes: Should a material change in our operations occur, depending on its nature we will promptly communicate this change to clients (and it will be summarized in this Item). "Material changes" requiring prompt notification will include changes of ownership or control, location, disciplinary proceedings, significant changes to our advisory services or advisory affiliates - any information that is critical to a client's full understanding of who we are, how to find us, and how we do business. To obtain a full copy of our Firm Disclosure Brochure and Brochure Supplement, please e-mail, telephone or mail us your request to the address listed below: Old Vine Capital, LLC Attention: Neil Kay 4800 Mirador Drive Austin, TX 78735 Telephone: 415-990-1420 Email: neil@oldvinecapital.com Page 2 of 22  Item 3 Table of Contents Item 1 Cover Page 1 Item 2 Material Changes 2 Item 3 Table of Contents 3 Item 4 Advisory Business 4 Item 5 Fees and Compensation 7 Item 6 Performance-Based Fees and Side-By-Side Management 9 Item 7 Types of Clients 10 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss 10 Item 9 Disciplinary Information 14 Item 10 Other Financial Industry Activities and Affiliations 14 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal 15 Trading Item 12 Brokerage Practices 16 Item 13 Review of Accounts 19 Item 14 Client Referrals and Other Compensation 20 Item 15 Custody 20 Item 16 Investment Discretion 21 Item 17 Voting Client Securities 21 Item 18 Financial Information 21 Item 19 Requirements for State-Registered Advisers 22 Page 3 of 22  Item 4 Advisory Business Old Vine Capital, LLC is a registered investment adviser located in Austin, Texas and have been providing investment advisory services since 2019. Listed below are the firm's principal shareholders (i.e., those individuals and/or entities controlling 25% or more of this company). • Neil M. Kay, Owner • Anjou Ahlborn Kay, Passive Owner Only Old Vine Capital, LLC offers the following advisory services to our clients: INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT Our firm provides continuous advice to a client regarding the investment of client funds based on the individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's personal investment policy and create and manage a portfolio based on that policy. During our data- gathering process, we determine the client's individual objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history, as well as family composition and background. We manage these advisory accounts on a discretionary or non-discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Our investment recommendations are not limited to any specific product or service offered by a broker- dealer or insurance company and will generally include advice regarding the following securities: Exchange-listed securities Foreign issuers • • • Warrants • • • • • • • • • • Corporate debt securities (other than commercial paper) Commercial paper Certificates of deposit Municipal securities Variable life insurance Variable annuities Alternative investments when suitable for clients Interests in partnerships investing in real estate Mutual fund shares United States governmental securities Because some types of investments involve certain additional degrees of risk, they will only be Page 4 of 22  implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity and suitability. As noted above, we may recommend unaffiliated, third-party alternative investments when suitable and based on the client’s investment objectives. Clients should understand that an alternative investment strategy is subject to a number of risks and is not suitable for all investors. Alternative investments are generally classified as an investment other than a traditional stock, bond, mutual fund or exchange traded fund. Alternative investments include hedge funds, private equity funds, venture capital funds, private real estate funds, and other private investments. Investing in alternative investments is only intended for experienced and sophisticated investors who are willing to bear the high economic risk associated with such an investment. By themselves, alternative investments do not constitute a balanced investment program. However, because investment in these types of entities may involve certain additional degrees of risk, they will only be recommended when consistent with the client's investment objectives, tolerance for risk, liquidity and suitability. These investments are recommended and offered to clients who meet the definition of an accredited investor as defined in Regulation D, adopted pursuant to Section 4(a)(2) of the Securities Act of 1933, and also “qualified clients” under SEC Rule 205-3. Clients are under no obligation to make an investment in any alternative investment. Please see Item 8 (Material Risks of Methods of Analysis and Investment Strategies) of this Brochure for information regarding risks. In addition, clients should carefully review and consider potential risks before investing, including carefully reviewing all disclosure documents, private offering memoranda, prospectuses, or other offering materials provided by us and any separate manager or third-party service provider of an alternative investment. Many alternative investment offering documents are not reviewed or approved by federal or state regulators. FUND OF FUNDS MANAGEMENT The Firm provides discretionary investment advice to an affiliated private fund client, OVC AI Infrastructure Fund, LP, a Delaware limited partnership (the “Infrastructure Fund”). The Infrastructure Fund seeks to generate attractive returns by investing primarily in AIP Fund, LP and other third-party managed pooled investment vehicles focused on artificial intelligence and digital infrastructure (the “Portfolio Investments”). These investments may include strategies associated with the infrastructure supporting large-scale artificial intelligence development, including data center, compute, energy, and related digital infrastructure platforms. The Firm provides discretionary investment advice to an affiliated private fund client, Old Vine Capital Venture Allocation Fund, LP, a Delaware limited partnership (the “Venture Allocation Fund”). The Venture Allocation Fund seeks to generate attractive investment returns through a venture capital fund-of-funds strategy, primarily investing in third-party managed venture capital funds (“Underlying Funds”). These Underlying Funds may include strategies focused on growth equity and health technology and may invest in early-stage technology companies. The Funds offer limited partner interests only on a private placement basis exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the “1933 Act”), pursuant to the Funds’ confidential Subscription Agreement and Limited Partnership Agreement (“Governing Documents”). The Firm will have discretionary authority over the assets of the Funds. Offers to invest in the Funds will be made only by the Fund’s Subscription Agreement and Limited Partnership Agreement. Full information on the investment strategy, fees, expenses, Page 5 of 22  risks, and potential conflicts of interest of the Funds are set forth in the Governing Documents. The Firm tailors its advisory services to the Funds in accordance with the Funds’ investment objective and strategy as disclosed in the Subscription Agreement and Limited Partnership Agreement. FINANCIAL PLANNING As part of the individual portfolio management process, we can provide financial planning services to existing investment advisory clients. Financial planning is a comprehensive evaluation of a client's current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. In general, the financial plan can address any or all of the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client's income tax and spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. • DEATH & DISABILITY: We review the client's cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client and make recommendations applicable to the client's goals, investment objectives and needs as determined during the data gathering and interview process. Should the client choose to implement the recommendations made, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or stockbroker. Implementation of financial planning recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax and budgetary planning, estate planning and business planning. Page 6 of 22  LIMITATIONS: Financial planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. Recommendations outside of the investment management services performed by us (as described above) are generally of a generic nature. A conflict exists between the interests of the investment adviser and the interests of the client. The client is under no obligation to act upon the investment adviser's recommendation. If the client elects to act on any of the recommendations, the client is under no obligation to effect the transaction through the investment adviser. We do not participate in wrap fee programs by providing portfolio management services. All material conflicts of interest under CCR Section 260.238(k) are disclosed regarding our firm, our representatives and any employees, which could be reasonably expected to impair the rendering of unbiased and objective advice. As of March 31, 2026, the Firm managed $167,047,136 on a discretionary and $0 on a non- discretionary basis. Item 5 Fees and Compensation INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT FEES Our annual fees for Investment Supervisory Services are based upon a percentage of assets under management and generally range from .75% to 1.00%. The annualized fee for Investment Supervisory Services are charged as a percentage of assets under management, according to the following schedule: BILLABLE ASSET VALUE ANNUAL FEE $0.00 - $499,999 1% $500,000 - $1,000,000 .80% Over $1,000,000 .75% The fee is waived at our discretion for certain types of securities held in a client’s account that we do not continuously manage (e.g., low-cost basis stocks/ETFs). Our fee for non-discretionary advisory services related to alternative investment programs are charged at a flat annual fee of .75% charged quarterly in advance. A minimum annual adviser fee of $5,000 is required for our advisory services and will be charged on a quarterly basis. This minimum fee may be negotiable under certain circumstances. We may group certain related client accounts for the purposes of achieving the minimum fee requirements. Pre- existing advisory clients are subject to account requirements and advisory fees in effect at the time the client entered into the advisory relationship. Therefore, our firm's minimum account and/or fee requirements will differ among clients. Page 7 of 22  In the event we select a third-party money manager to manage a portion or all of your assets under management, the total fees charged by both parties will not exceed 1.5% of assets under management per year. However, this limitation on fees does not apply to clients participating in alternative investment programs. In this case, clients will be responsible for all fees and expenses associated with such programs, in addition to the fees paid to us. Our fees are billed quarterly, in advance, at the beginning of each calendar quarter based upon the value (market value or fair market value in the absence of market value) of all assets in client's account(s) under management on the last trading day of the previous quarter. Fees will be debited from the account in accordance with the client authorization in the Client Agreement. Limited Negotiability of Advisory Fees: Although Old Vine Capital, LLC has established the aforementioned fee schedule(s), we retain the discretion to negotiate alternative fees on a client- by- client basis. Client facts, circumstances and needs are considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets, related accounts, portfolio style, account composition, reports, among other factors. The specific annual fee schedule is identified in the contract between the adviser and each client. We may group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. Discounts, not generally available to our advisory clients, may be offered to family members and friends of associated persons of our firm. FUND OF FUNDS MANAGEMENT FEES While Old Vine Capital Venture Allocation Fund, LP has the fund of funds management fee of 1.5% and carried interest of 15%, OVC AI Infrastructure Fund, LP has a reduced Fund of Funds management fee of 1.25% and carried interest is a waterfall structure with a 7% preferred return and a 15% max carry. Further information on the fees, expenses and profit allocations paid by the Fund are set forth in the Subscription Agreement and Limited Partnership Agreement. FINANCIAL PLANNING FEES Old Vine Capital, LLC's financial planning services are offered only to portfolio management clients. There is no charge for these services. GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement may be canceled at any time, by either party, for any reason upon receipt of written notice. As disclosed above, certain fees are paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client's reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining in the billing period. Mutual Fund Fees: All fees paid to Old Vine Capital, LLC for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their Page 8 of 22  shareholders or the fees and expenses charged by an alternative investment program. These fees and expenses are described in each fund's prospectus or alternative investment program governing documents. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a client may pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges imposed by a broker dealer with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. ERISA Accounts: Old Vine Capital, LLC is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income Security Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, Old Vine Capital, LLC may only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b- 1 fees, however, only when such fees are used to offset Old Vine Capital, LLC's advisory fees. Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $500 more than six months in advance of services rendered. Neither Old Vine Capital, LLC nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds or alternative investment programs. For California Residents: Subsection (j) of Rule 260.238, California Code of Regulations requires that all investment advisers disclose to their advisory clients that lower fees for comparable services may be available from other sources. Item 6 Performance-Based Fees and Side-By-Side Management We indirectly receive performance-based fees in the form of carried interest from the Funds. Generally, our affiliates will receive carried interest only after the Funds’ first returns all capital contributed by the investors. Details about the carried interest provisions of the Funds are available in applicable Summary of Principal Terms and Subscription Documents. Investors should be aware that the existence of the General Partner's carried interest may create Page 9 of 22  an incentive for the General Partner to operate the Partnership in a riskier or more speculative manner than would be the case absent such arrangement. Pursuant to the Tax Cuts and Jobs Act signed into law on December 22, 2017 (the "Tax Act"), in order for the General Partner (or its direct or indirect equity holders) to benefit from certain favorable rates applicable to long-term capital gains with regard to its carried interest, the holding period for an underlying asset must be more than three years. In contrast, a Limited Partner who is a non-corporate U.S. person will be eligible for long-term capital gains rates if the holding period in any such asset is more than one year. The Tax Act may therefore create an incentive for the General Partner or the Management Company, in the interest of the General Partner, to hold investments on behalf of the Partnership for longer than it would otherwise hold them in the absence of such new rule applicable to the General Partner. In addition, this arrangement may cause investors to pay a greater expense than if such fees were not charged. Performance-based compensation will only be charged in accordance with the provisions of Rule 205-3 of the Investment Advisers Act of 1940 and/or applicable state regulations. Old Vine Capital, LLC does not consider fee structures in allocating investment opportunities. Item 7 Types of Clients Old Vine Capital, LLC provides advisory services to the following types of clients: Individuals (other than high net worth individuals) • • High net worth individuals • Charitable organizations • Pooled Investment Vehicles Alternative investment programs are limited to accredited investors. Under Rule 501 of Regulation D (“Rule 501”), an individual is an accredited investor if he or she: (i) has a net worth (along with his or her spouse) that exceeds $1,000,000 (excluding the value of his or her primary residence); or (ii) income in excess of $200,000 (or joint income in excess of $300,000 with spouse) in each of the two most recent years with a reasonable expectation of reaching the same income level in the current year. An entity is an accredited investor if it: (i) is owned exclusively by accredited investors; or (ii) is not formed for the specific purpose of acquiring the interest in the fund and has total assets in excess of $5,000,000. Generally, investors are allowed to self-certify as accredited investors, and a private fund manager will be permitted to rely on an investor’s representation that he or she meets the requirements without any further documentation. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Page 10 of 22  Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. We analyze past market movements and apply that analysis to the present in an attempt to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Cyclical Analysis. In this type of technical analysis, we measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. Quantitative Analysis. We use mathematical models in an attempt to obtain more accurate measurements of a company's quantifiable data, such as the value of a share price or earnings per share, and predict changes to that data. A risk in using quantitative analysis is that the models used may be based on assumptions that prove to be incorrect. Qualitative Analysis. We subjectively evaluate non-quantifiable factors such as quality of management, labor relations, and strength of research and development factors not readily subject to measurement, and predict changes to share price based on that data. A risk is using qualitative analysis is that our subjective judgment may prove incorrect. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client's investment goals and risk tolerance. A risk of asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, will no longer be appropriate for the client's goals. Mutual Fund and/or ETF Analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in another fund(s) in the client's portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client's portfolio. Page 11 of 22  Third-Party Money Manager Analysis. We examine the experience, expertise, investment philosophies, and past performance of independent third-party investment managers in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We monitor the manager's underlying holdings, strategies, concentrations and leverage as part of our overall periodic risk assessment. Additionally, as part of our due-diligence process, we survey the manager's compliance and business enterprise risks. A risk of investing with a third-party manager who has been successful in the past is that he/she may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a third-party manager's portfolio, there is also a risk that a manager may deviate from the stated investment mandate or strategy of the portfolio, making it a less suitable investment for our clients. Moreover, as we do not control the manager's daily business and compliance operations, we may be unaware of the lack of internal controls necessary to prevent business, regulatory or reputational deficiencies. Alternative Investments. Depending on the alternative investment being considered, we review available information, including, but not limited to, the investment strategy, performance, reputation, financial strength, reporting methodologies, and pricing criteria of the issuer or company who manages the alternative investment. When considering alternative investments as a part of a client portfolio, we consider the client’s net worth or annual income, other financial circumstances, and comprehensive investment goals. Alternative strategies are optional, and clients are under no obligation to consider or accept our recommendations relative to any investment in an alternative investment. Private Investment Funds Risk. Private investment funds are not registered under the Investment Company Act of 1940 and are therefore not subject to the regulatory requirements it imposes. An investment in a private fund involves risks not typically associated with traditional investment funds. These risks include limitations on transfers, valuation of the underlying investments and transparency with respect to the fund’s underlying investments. These funds are not readily marketable and have limited liquidity. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current Page 12 of 22  projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. Margin transactions. We will purchase stocks for your portfolio with money borrowed from your brokerage account. This allows you to purchase more stock than you would be able to with your available cash, and allows us to purchase stock without selling other holdings. Alternative investment programs. Alternative investments, including hedge funds, private equity funds, real estate private equity funds, interval funds and venture capital funds: (1) involve a high degree of risk, (2) often engage in leveraging and other speculative investment practices that may increase the risk of investment loss, (3) can be highly illiquid with extended lock up periods where assets may not be sold, (4) may lack a secondary market to purchase shares that investors care to redeem, (5) are not required to provide periodic pricing or valuation information to investors, (6) may involve complex tax structures and delays in distributing important tax information, (7) are not subject to the same regulatory requirements as publicly traded securities, (8) often charge high fees which may offset any trading profits, and (9) in many cases execute investments which are not transparent and are known only to the investment manager. The performance of alternative investments, including hedge funds and other alternative funds, can be volatile. An investor could lose all or a substantial amount of his or her investment. Often, hedge fund or other alternative investment account managers have total trading authority over their funds or accounts. The use of a single advisor applying generally similar trading programs could mean lack of diversification and, consequently, higher risk. There is often no secondary market for an investor's interest in alternative investments, including hedge funds and managed futures, and none is expected to develop. Even when there is a secondary market, it is often a small group of investors willing to purchase the investment, typically resulting in a discount on the sale of the asset, versus the actual value of the underlying assets. There may be restrictions on transferring interests in any alternative investment. Alternative investment products may execute some portion of their trades on non-U.S. exchanges. Investing in foreign markets may entail risks that differ from those associated with investments in U.S. markets. Investors in alternative investments must be able to bear the economic risk of losing their entire investment and understand that such an investment cannot readily be sold and is not suitable for an investor unless the investor has available other personal liquid assets to assure that their investment will not cause any undue financial difficulties or affect the investor’s ability to provide for current needs and possible personal financial contingencies. An investment in such is not suitable as a sole investment program for any investor. An investor should only invest as part of an overall investment strategy and only if the investor is able to withstand a total loss of its investment. Investors should not construe past performance of any prior investment program as providing any assurances regarding the future performance of such an investment. Clients should consult his / her attorney concerning such an investment and consult with independent tax counsel regarding the tax considerations of investing. Such investments are Page 13 of 22  generally un-registered under the Securities Act of 1933, as amended (the "Securities Act"). No public market exists or is anticipated to exist for such investments. Therefore, each prospective investor must consider its investment to be illiquid. A complete discussion of the risks associated with any alternative investment is set forth in respective disclosure documents for each investment. Clients considering such investments are provided the respective disclosure documents for each investment to review and consider. Unlike publicly traded investments, alternative investments do not provide daily liquidity or pricing. Clients who decide to invest in alternative investments are required to complete the issuer’s subscription agreement. In the subscription agreement, investors acknowledge and accept the various risk factors that are associated with such an investment. Risk of Loss. Securities investments are not guaranteed and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Clients should understand that investing in any securities, including mutual funds, involves a risk of loss of both income and principal. Investing in securities involves risk of loss that clients should be prepared to bare. Item 9 Disciplinary Information We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. Item 10 Other Financial Industry Activities and Affiliations Neither the firm nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the firm nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Neither the firm nor any of its management persons have any relationship or arrangement that is material to our advisory business or to our clients that the firm or any of its management persons have with any related person listed below: • broker-dealer, municipal securities dealer, or government securities dealer or broker; • investment company or other pooled investment vehicle (including a mutual fund, closed- end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund); futures commission merchant, commodity pool operator, or commodity trading advisor; lawyer or law firm; insurance company or agency; real estate broker or dealer. • other investment adviser or financial planner; • • banking or thrift institution; • accountant or accounting firm; • • • pension consultant; • An affiliate of the firm acts as general partner to Old Vine Capital Venture Allocation Fund, LP and Page 14 of 22  OVC AI Infrastructure Fund, LP, private pooled investment vehicles managed by Old Vine Capital, LLC. Old Vine Capital Venture Allocation Fund, GP, LLC, an affiliate of Old Vine Capital, LLC, acts as the general partner of the Funds. Old Vine Capital, LLC invests certain clients’ assets in these Funds managed by Old Vine Capital, LLC. Mr. Kay has interests in and is affiliated with the Funds. This creates a conflict of interest and financial incentive for Old Vine Capital, LLC to allocate client assets to the Funds. See also the “Form ADV Part 2B – Brochure Supplement” for Mr. Kay. Old Vine Capital, LLC mitigates this conflict by evaluating other investment products that fit our clients’ investment goals and risks. We may select third-party money managers to manage a portion or all of your assets under management. The total fees charged by both parties will not exceed 1.5% of assets under management per year. However, this limitation on fees does not apply to clients participating in alternative investment programs. In this case, clients will be responsible for all fees and expenses associated with such programs, in addition to the fees paid to us. Old Vine Capital, LLC will not receive more than the fee stated in your investment management agreement (See Item 4) or affiliated Funds’ Governing Documents and does not receive compensation directly or indirectly from those advisers. Prior to selecting other third-party investment advisers, Old Vine Capital, LLC will ensure that they are properly licensed or reported. We do not have other business relationships with those advisers that creates a material conflict of interest. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Our firm has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. Old Vine Capital, LLC and our personnel owe a duty of loyalty, fairness and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Old Vine Capital, LLC's Code of Ethics includes the firm's policy prohibiting the use of material non-public information. While we do not believe that we have any particular access to non-public information, all employees are reminded that such information may not be used in a personal or professional capacity. A copy of our Code of Ethics is available to our advisory clients and prospective clients. You may request a copy by email sent to neil@oldvinecapital.com, or by calling us at 415-990-1420. Old Vine Capital, LLC and individuals associated with our firm are prohibited from engaging in principal transactions and agency cross transactions. Our Code of Ethics is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Our firm and/or individuals associated with our firm may buy or sell for their personal accounts securities identical to or different from those recommended to our clients. In addition, any related Page 15 of 22  person(s) may have an interest or position in a certain security(ies) which may also be recommended to a client. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account, thereby preventing such employee(s) from benefiting from transactions placed on behalf of advisory accounts. We may aggregate our employee trades with client transactions where possible and when compliant with our duty to seek best execution for our clients. In these instances, participating clients will receive an average share price and transaction costs will be shared equally and on a pro-rata basis. In the instances where there is a partial fill of a particular batched order, we will allocate all purchases prorata, with each account paying the average price. Our employee accounts will be excluded in the pro-rata allocation. Old Vine Capital and its affiliate and their Supervised Persons are investors in the Funds that are managed by Old Vine Capital, LLC. Old Vine Capital, LLC also advises separately managed accounts of Old Vine Capital and its affiliates and their Supervised Persons. Old Vine Capital, LLC generally reduces or waives fees for Old Vine Capital, its affiliates and their Supervised Persons and family members. Old Vine Capital’s management of accounts with proprietary and related interests alongside nonproprietary Client accounts creates a potential incentive to favor the proprietary and related accounts over nonproprietary accounts in the allocation of investment opportunities, time, aggregation, and timing of investments. Old Vine Capital, LLC has adopted allocation and other policies and procedures designed to make sure that clients are not systematically disadvantaged. All clients receive individual investment advice and treatment. As these situations represent actual or potential conflicts of interest to our clients, we have established the following policies and procedures for implementing our firm's Code of Ethics, to ensure our firm complies with its regulatory obligations and provides our clients and potential clients with full and fair disclosure of such conflicts of interest: 1. No principal or employee of our firm may put his or her own interest above the interest of an advisory client. 3. 2. No principal or employee of our firm may buy or sell securities for their personal portfolio(s) where their decision is a result of information received as a result of his or her employment unless the information is also available to the investing public. It is the expressed policy of our firm that no person employed by us may purchase or sell any security prior to a transaction(s) being implemented for an advisory account. This prevents such employees from benefiting from transactions placed on behalf of advisory accounts. 4. Our firm requires prior approval for any IPO or private placement investments by related persons of the firm. 5. We have established procedures for the maintenance of all required books and records. 6. Clients can decline to implement any advice rendered, except in situations where our firm is granted discretionary authority. 7. All of our principals and employees must act in accordance with all applicable Federal and State regulations governing registered investment advisory practices. 8. Any individual who violates any of the above restrictions may be subject to termination. Page 16 of 22  Item 12 Brokerage Practices Subject to the client’s written authorization, Adviser will have the discretionary authority to select the broker-dealer through which client securities transactions will be implemented. Clients must include any limitations on this discretionary authority in this written authority statement. Clients may change/amend these limitations as required. Such amendments must be provided to us in writing. Adviser will arrange for the execution of securities transactions for client accounts through brokers or dealers that Adviser reasonably believes will provide best execution. In selecting a broker or dealer, Adviser may consider, among other things, the broker or dealer’s execution capabilities, competitive commission rates, reputation and access to the markets for the securities being traded. Transactions for each client account generally will be effected independently unless Adviser decides in its discretion to purchase or sell the same securities for several clients at approximately the same time. Consequently, certain client trades may be executed before others, at a different price and/or commission rate. Additionally, our clients may not receive volume discounts available to advisers who block client trades. Adviser may (but is not obligated to) combine or “batch” such orders, to negotiate more favorable commission rates or to allocate equitably among Adviser’s clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and transaction costs and will be allocated among Adviser’s clients in proportion to the purchase and sale orders placed for each client account on any given day. If Adviser cannot obtain execution of all the combined orders at prices or for transactions costs that Adviser believes are desirable, Adviser will allocate the securities Adviser does buy or sell as part of the combined orders by following Adviser’s order allocation procedures. Old Vine Capital, LLC’s block trading policy and procedures are as follows: • Transactions for any client account may not be aggregated for execution if the practice is prohibited by or inconsistent with the client's advisory agreement with Old Vine Capital, LLC, or our firm's order allocation policy. • The portfolio manager must determine that the purchase or sale of the particular security involved is appropriate for the client and consistent with the client's investment objectives and with any investment guidelines or restrictions applicable to the client's account. • The portfolio manager must reasonably believe that the order aggregation will benefit, and will enable Adviser to seek best execution for each client participating in the aggregated order. This requires a good faith judgment at the time the order is placed for the execution. It does not mean that the determination made in advance of the transaction must always prove to have been correct in the light of a "20-20 hindsight" perspective. Best execution includes the duty to seek the best quality of execution, as well as the best net price. • Prior to entry of an aggregated order, an order ticket must be completed which identifies • each client account participating in the order and the proposed allocation of the order, upon completion, to those clients. If the order 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 pro rata among the participating client accounts in accordance with the initial order ticket or other written Page 17 of 22  statement of allocation. However, adjustments to this pro rata allocation may be made to participating client accounts in accordance with the initial order ticket or other written statement of allocation. Furthermore, adjustments to this pro rata allocation may be made to avoid having odd amounts of shares held in any client account, or to avoid excessive ticket charges in smaller accounts. • Generally, each client that participates in the aggregated order must do so at the average • price for all separate transactions made to fill the order, and must share in the commissions on a pro rata basis in proportion to the client's participation. Under the client's agreement with the custodian/broker, transaction costs may be based on the number of shares traded for each client. If the order will be allocated in a manner other than that stated in the initial statement of allocation, a written explanation of the change must be provided to and approved by the Chief Compliance Officer no later than the morning following the execution of the aggregate trade. • Adviser's client account records separately reflect, for each account in which the aggregated transaction occurred, the securities which are held by, and bought and sold for, that account. • Funds and securities for aggregated orders are clearly identified on Adviser's records and to the broker-dealers or other intermediaries handling the transactions, by the appropriate account numbers for each participating client. • No client or account will be favored over another. Instead of allowing Adviser to select brokers or dealers for a client’s account, clients may direct Adviser in writing to use a particular broker or dealer to execute all transactions for the client’s account. In that case, you will negotiate terms and arrangements for the account with that broker or dealer, and Adviser will not seek better execution services or prices from other brokers or dealers or be able to “batch” client transactions for execution through other brokers or dealers with orders for other accounts managed by Adviser. As a result, you may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for your account than would otherwise be the case. Transactions for client accounts may be directed to brokers in return for research services furnished by them to Adviser. Such research generally will be used to service all of Adviser’s clients, but brokerage commissions paid by you may be used to pay for research that is not used in managing your account. Adviser may, in its discretion, cause the account to pay brokers a commission greater than another qualified broker might charge to effect the same transaction where Adviser determines in good faith that the commission is reasonable in relation to the value of the brokerage and research services received. Old Vine Capital, LLC recommends that clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co., Inc. ("Schwab"), a FINRA registered broker-dealer, member SIPC, to maintain custody of clients' assets. Although we recommend that clients establish accounts at Schwab, it is the client's decision to custody assets with Schwab. Old Vine Capital, LLC is independently owned and operated and not affiliated with Schwab. Schwab provides Old Vine Capital, LLC with access to its institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them. These services contingent upon our firm committing to Schwab a specific amount of business (assets in custody or trading commissions). Schwab's brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that Page 18 of 22  are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For our client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab Institutional also makes available to our firm other products and services that benefit Old Vine Capital, LLC but may not directly benefit our clients' accounts. Many of these products and services may be used to service all or some substantial number of our client accounts, including accounts not maintained at Schwab. Schwab's products and services that assist us in managing and administering our clients' accounts include software and other technology that • provide access to client account data (such as trade confirmations and account statements); facilitate trade execution and allocate aggregated trade orders for multiple client accounts; provide research, pricing and other market data; facilitate payment of our fees from clients' accounts; and assist with back-office functions, recordkeeping and client reporting. • • • • Schwab Institutional also offers other services intended to help us manage and further develop our business enterprise. These services may include: • • • compliance, legal and business consulting; publications and conferences on practice management and business succession; and access to employee benefits providers, human capital consultants and insurance providers. Schwab may make available, arrange and/or pay third-party vendors for the types of services rendered to Old Vine Capital, LLC. Schwab Institutional may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to our firm. Schwab Institutional may also provide other benefits such as educational events or occasional business entertainment of our personnel. In evaluating whether to recommend or require that clients custody their assets at Schwab, we may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors we consider and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Neither the firm nor its related persons receives client referrals from a broker-dealer or third-party. Item 13 Review of Accounts INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT REVIEWS: While the underlying securities within Individual Portfolio Management Services Page 19 of 22  accounts are continually monitored, these accounts are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. These accounts are reviewed by Neil M. Kay, Managing Partner. REPORTS: In addition to the quarterly statements and confirmation of transactions clients receive from their custodian, we provide quarterly performance reports that includes a breakdown of asset class, sub-asset class, and holistic net worth/balance sheet reporting. Item 14 Client Referrals and Other Compensation It is Old Vine Capital, LLC's policy not to engage solicitors or to pay related or non-related persons for referring potential clients to our firm. It is Old Vine Capital, LLC's policy not to accept or allow our related persons to accept any form of compensation, including cash, sales awards or other prizes, from a non-client in conjunction with the advisory services we provide to our clients. Item 15 Custody Because our affiliate serves as general partner of the Funds, Old Vine Capital is deemed to have constructive “custody” over the assets of the Fund within the meaning of Rule 206(4)-2 under the Investment Advisers Act of 1940. To comply with this rule, the Funds will distribute to investors audited financial statements within 180 days following the Funds’ fiscal year end. Investors in the Funds who have not received audited financial statements on a timely basis should contact Old Vine Capital without delay. We previously disclosed in the "Fees and Compensation" section (Item 5) of this Brochure that our firm directly debits advisory fees from client accounts. As part of this billing process, the client's custodian is advised of the amount of the fee to be deducted from that client's account. On at least a quarterly basis, the custodian is required to send to the client a statement showing all transactions within the account during the reporting period. Because the custodian does not calculate the amount of the fee to be deducted, it is important for clients to carefully review their custodial statements to verify the accuracy of the calculation, among other things. Clients should contact us directly if they believe that there may be an error in their statement. If, in addition to the periodic statements that clients receive directly from your custodian, we send reports directly to you, we urge clients to carefully compare the information provided on these statements to ensure that all account transactions, holdings and values are correct and current. Our firm does not have actual or constructive custody of client accounts. As a result of directly deducting advisory fees under provision California Code of Regulation, Section 260.237(b)(3), the firm intends to follow the following procedures: A. The investment adviser has custody of the funds and securities solely as a consequence of Page 20 of 22  its authority to make withdrawals from client accounts to pay its advisory fee. B. The investment adviser has written authorization from the client to deduct advisory fees from the account held with the qualified custodian. C. Each time a fee is directly deducted from a client account, the investment adviser concurrently: o Sends the qualified custodian an invoice or statement of the amount of the fee to be deducted from the client’s account; and o Sends the client an invoice or statement itemizing the fee. Itemization includes the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. D. Old Vine Capital, LLC has notified the Commissioner that we intend to use the safeguards provided in this paragraph (b)(3). Item 16 Investment Discretion Clients may hire us to provide discretionary asset management services, in which case we place trades in a client's account without contacting the client prior to each trade to obtain the client's permission. Our discretionary authority includes the ability to do the following without contacting the client: • determine the security to buy or sell; • determine the amount of the security to buy or sell; and/or • determine the broker or dealer to be used for a purchase or sale of securities for a client's account. Clients give us discretionary authority when they sign a discretionary agreement with our firm, and may limit this authority by giving us written instructions. Clients may also change/amend such limitations by once again providing us with written instructions. Item 17 Voting Client Securities As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client's investment assets. Clients are responsible for instructing each custodian of the assets, to forward to the client copies of all proxies and shareholder communications relating to the client's investment assets. We do not offer any consulting assistance regarding proxy issues to clients. Page 21 of 22  Item 18 Financial Information As an advisory firm that maintains discretionary authority, we are required to disclose any financial condition that is reasonable likely to impair our ability to meet our contractual obligations. Old Vine Capital, LLC has no such financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $500 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Old Vine Capital, LLC has not been the subject of a bankruptcy petition at any time during the past ten years. Item 19 Requirements for State-Registered Advisers The following individual is the principal executive officer and management person of Old Vine Capital, LLC: • Neil M. Kay Information regarding the formal education and business background for Mr. Kay is provided in his Brochure Supplement (Form ADV, Part 2B). We are required to disclose all material facts regarding certain legal or disciplinary events pertaining to arbitration awards or other civil, regulatory or administrative proceedings in which our firm or management personnel were found liable or against whom an award was granted. Our firm and our management personnel have no reportable disciplinary events to disclose. As previously disclosed in "Other Financial Industry Activities and Affiliations" (Item 10), one of Old Vine Capital’s affiliates acts as general partner to private investment funds managed by Old Vine Capital. Old Vine Capital Venture Allocation Fund, GP, LLC, an affiliate of Old Vine Capital, LLC, acts as the general partner of the Funds. Old Vine Capital, LLC invests certain clients’ assets in the Funds. Old Vine Capital, LLC charges a performance-based fee – that is, a fee based on a share of capital gain or capital appreciation of the assets of a Client – in connection with managing the Funds. There are potential conflicts of interest that arise due to the side-by-side management of fixed fee accounts with performance fee accounts, as there is an incentive to favor higher fee- paying accounts over other accounts in the allocation of investment opportunities. In addition, performance-fee arrangements can create an incentive for Old Vine Capital, LLC to recommend riskier or more speculative investments than those which would be recommended under a different fee arrangement. A similar conflict can arise from certain Client accounts paying higher asset-based fees than other accounts or accounts containing assets owned by Old Vine Capital, LLC or its affiliates. To manage these conflicts of interest, Old Vine Capital, LLC has adopted a number of compliance policies and procedures, including a Code of Ethics, a Compliance Policies and Procedures manual, and trade allocation policies that seek to reasonably ensure that investment opportunities are allocated fairly among clients. Old Vine Capital, LLC does not consider fee structures in allocating investment opportunities. Page 22 of 22 

Part 2B of Form ADV: Brochure Supplement Neil M. Kay Old Vine Capital, LLC 4800 Mirador Drive Austin, TX 78735 Telephone: 415-990-1420 Email: neil@oldvinecapital.com 7/27/2026 This brochure supplement provides information about Neil M. Kay that supplements the Old Vine Capital, LLC brochure. You should have received a copy of that brochure. Please contact Neil M. Kay at 415-990-1420 if you did not receive Old Vine Capital, LLC's brochure or if you have any questions about the contents of this supplement. Additional information about Neil M. Kay is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Mr. Kay's CRD number is 6101164. 1  Item 2 Educational Background and Business Experience Full Legal Name: Neil M. Kay Born: 1984 Education • University of Texas at Austin, McCombs School of Business – Executive MBA Candidate, Expected May 2027 • University of Texas at Austin; Bachelor of Business Administration, Finance; 2007 Business Experience • Old Vine Capital; Founder & Managing Partner; from 09/2019 to Present • Old Vine Capital Venture Allocation Fund, GP, LLC; Managing Member; 05/2024 to Present • John Hancock Advisers, LLC; Investment Adviser Representative; from 11/2018 to 05/2019 • John Hancock Investment Management Distributors LLC; Managing Director; from 04/2017 to 05/2019 • Hartford Funds Distributors, LLC; Director - Senior ETF Product Specialist; from 07/2016 to 04/2017 • ALPS Distributors, Inc.; Registered Representative; from 06/2015 to 07/2016 • Lattice Strategies LLC; Director - Director - ETF Distribution; from 06/2015 to 07/2016 • BlackRock Investments, LLC; Investment Management Associate; from 05/2013 to 05/2015 • Fisher Investments; Investment Counselor; from 07/2007 to 04/2013 Item 3 Disciplinary Information Neil M. Kay has no reportable disciplinary history. Mr. Kay has never been involved in a criminal or civil action in a domestic, foreign or military court of competent jurisdiction, an administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority, and/or a self-regulatory organization (SRO) proceeding. 2  Item 4 Other Business Activities A. Investment-Related Activities Mr. Kay is the Managing Member of Old Vine Capital Venture Allocation Fund GP, LLC, which serves as General Partner to Old Vine Capital Venture Allocation Fund, LP and OVC AI Infrastructure Fund, LP (collectively, the “Funds”), private pooled investment vehicles advised by Old Vine Capital, LLC. Mr. Kay has an ownership interest in the Funds and may receive management fees and carried interest in connection with their operations. Certain advisory clients may invest in the Funds. This arrangement creates a conflict of interest because Mr. Kay has a financial incentive to recommend the Funds to advisory clients. The Firm addresses this conflict through full disclosure, suitability review, and client consent prior to any investment. B. Non-Investment-Related Activities Mr. Kay is the Managing Member of Villa Terra Bella, LLC and Texas Terra Bella, LLC, entities that own and operate income-producing real estate. These activities do not involve the provision of investment advisory services or securities transactions for advisory clients. Mr. Kay devotes a portion of his time to these activities, and such activities do not interfere with his responsibilities to advisory clients. Item 5 Additional Compensation Neil M. Kay does not receive any economic benefit from a non-advisory client for the provision of advisory services. Item 6 Supervision We are required to explain how we supervise Neil Kay, including how we monitor the advice Mr. Kay provides to you. Our firm has to provide the name, title and telephone number of the person responsible for supervising Mr. Kay’s advisory activities on behalf of our firm. Neil Kay is the sole investment adviser representative and Chief Compliance Officer and as such has no internal supervision placed over him. He is, however bound by our firm’s Code of Ethics. Please contact Mr. Kay if you have any questions about Mr. Kay’s Brochure Supplement at 415-990-1420. 3  Item 7 Requirements for State-Registered Advisers A. Additional Disciplinary History Neil M. Kay has no additional reportable disciplinary history. B. Bankruptcy History Neil M. Kay has not been the subject of a bankruptcy petition. Mr. Kay has never been involved in an award or otherwise been found liable in an arbitration claim alleging damages in excess of $2,500 and/or an award or otherwise being found liable in a civil, self-regulatory organization, or administrative proceeding. 4