Blue Heron initially registered with the SEC in June 2021. As further described in Item 2 above, Blue Heron has filed an application for Investment Adviser Registration with the Commonwealth of Massachusetts. Blue Heron is a Massachusetts corporation, shares of which are owned solely by Timothy Pynchon. As of December 31, 2023, Blue Heron managed $56,998,894 of regulatory assets under management of which $50,939,261 was managed through Separately Managed Accounts and $6,059,633 was managed through Private Investment Funds. This Brochure provides you with information regarding our business practices and the nature of our services. Individuals associated with Blue Heron who will provide investment advice on our behalf are known as Investment Adviser Representatives (“IARs”). We require IARs engaged in determining or offering investment advice to clients to be properly licensed and registered, unless exempted by the states in which they provide services from such requirement. Blue Heron offers investment management services to retail clients and institutions through Separately Managed Accounts and to Private Investment Funds. Prior to engaging Blue Heron to provide investment management services, clients are required to enter into one or more written agreements with Blue Heron setting forth the terms and conditions under which Blue Heron renders its services. Below is a description of our advisory services. As an innovative asset manager, Blue Heron seeks to generate an attractive level of income for our investors through high conviction, project revenue and credit-driven strategies in both short duration bridge loan securities and high-yield tax-exempt bonds. SEPARATELY MANAGED ACCOUNTS Blue Heron will manage clients’ investment portfolios through Separately Managed Accounts (hereinafter “SMA”) primarily on a discretionary basis. The Firm provides these portfolio management services primarily allocating clients’ investment assets among taxable bridge loan securities and higher yield tax-exempt bonds. Given the investment strategy of Blue Heron, in most, if not all cases, Blue Heron only has access to, and manages, a portion of a client’s wealth portfolio so to support proper diversification of assets. SMA services are tailored to the individual needs of clients and clients may impose restrictions on investing in certain securities or types of securities. PRIVATE INVESTMENT FUNDS Blue Heron manages and serves as the adviser to Glide Direct Series, LLC, organized as a “multi-series” Delaware limited liability company (the “Fund”) to operate as a private investment fund. Glide Capital, LLC, a Florida limited liability company, serves as the manager and operator of the Fund (“Operator”). Separate and distinct investment classes have been established by the Fund, and as separate series with respect to the members of the Fund which may have, for example, a different investment objective or strategy or leverage policy. Currently, the Fund’s primary investment objective is to provide current income. The Fund’s secondary investment objective is to seek total return. Blue Heron will act as the discretionary investment advisor for each applicable series in accordance with the terms and conditions of the Investment Advisory Agreement entered into by Blue Heron, the Fund and the Fund Operator (hereinafter, the IAA), the provisions of the Fund’s Operating Agreement, and subject to the overall supervision of the Operator. Investors will be offered to invest in one or more of the following pooled investment vehicles, each organized as a Massachusetts limited liability company: Blue Heron Short-Term Infrastructure Fund and Blue Heron Short-Term Infrastructure QP Fund (collectively, the "Series"). Blue Heron Short-Term Infrastructure Fund: Interests in the Fund are offered under Rule 506(b) of Regulation D of the Securities Act, and Section 3(c)(1) of the Investment Company Act for investment by up to 100 persons who are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act who have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of an investment in the Fund, and qualify as “qualified clients” as defined in Rule 205-3 under the Advisers Act. Blue Heron Short-Term Infrastructure QP Fund: Interests in the Fund (i.e.,) are offered under Rule 506(b) of Regulation D of the Securities Act, and Section 3(c)(7) of the Investment Company Act for investment by up to 1,999 persons who “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act or “knowledgeable employees” as defined in Rule 3c-5 of the Investment Company Act who have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of an investment in the Fund. Investors whose subscriptions are accepted by the Operator to the Fund shall be referred herein individually as “Member,” and collectively with the Operator, the “Members.” Participation in the Fund is intended only for accredited investors, who are willing to assume the risks of investing in private funds. As defined by Rule 501 of the Securities Act of 1933, accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person: (1) Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state; any investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any Rural Business Investment Company as defined in section 384A of the Consolidated Farm and Rural Development Act; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; (3) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer; (5) Any natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000. (i) Except as provided in paragraph (a)(5)(ii) of this section, for purposes of calculating net worth under this paragraph (a)(5): (A) The person's primary residence shall not be included as an asset; (B) Indebtedness that is secured by the person's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (C) Indebtedness that is secured by the person's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities shall be included as a liability; (ii) Paragraph (a)(5)(i) of this section will not apply to any calculation of a person's net worth made in connection with a purchase of securities in accordance with a right to purchase such

securities, provided that: (A) Such right was held by the person on July 20, 2010; (B) The person qualified as an accredited investor on the basis of net worth at the time the person acquired such right; and (C) The person held securities of the same issuer, other than such right, on July 20, 2010. (6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; (7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii); and (8) Any entity in which all of the equity owners are accredited investors. (9) Any entity, of a type not listed in paragraph (a)(1), (2), (3), (7), or (8), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; (10) Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status. In determining whether to designate a professional certification or designation or credential from an accredited educational institution for purposes of this paragraph (a)(10), the Commission will consider, among others, the following attributes: (i) The certification, designation, or credential arises out of an examination or series of examinations administered by a self-regulatory organization or other industry body or is issued by an accredited educational institution; (ii) The examination or series of examinations is designed to reliably and validly demonstrate an individual's comprehension and sophistication in the areas of securities and investing; (iii) Persons obtaining such certification, designation, or credential can reasonably be expected to have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of a prospective investment; and (iv) An indication that an individual holds the certification or designation is either made publicly available by the relevant self-regulatory organization or other industry body or is otherwise independently verifiable; (11) Any natural person who is a “knowledgeable employee,” as defined in rule 3c-5(a)(4) under the Investment Company Act of 1940 (17 CFR 270.3c-5(a)(4)), of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in section 3 of such act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such act; (12) Any “family office,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) With assets under management in excess of $5,000,000, (ii) That is not formed for the specific purpose of acquiring the securities offered, and (iii) Whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and (13) Any “family client,” as defined in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements in paragraph (a)(12) of this section and whose prospective investment in the issuer is directed by such family office pursuant to paragraph (a)(12)(iii). For purposes of the Investment Company Act of 1940, as amended (ICA), an entity that falls within the meaning of Section 2(a)(51) of the ICA, which generally includes:
• Any natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) of the ICA with that person's qualified purchaser spouse) who owns not less than $5 million in investments, as defined by ICA Rule 2a51-1.
• Any company that owns not less than $5 million in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings, as a spouse (including former spouses), direct lineal descendants by birth or adoption, spouses of these persons, the estates of these persons, foundations, charitable organizations, or trusts established by or for the benefit of these persons.
• Any trust that is not covered by the second bullet above and that was not formed for the specific purpose of acquiring the securities offered, in which the trustee or other person authorized to make decisions for the trust, and each settler or other person who has contributed assets to the trust, is a person described in the first, second, or fourth bullets.
• Any person, acting for their own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25 million in investments.
• Any qualified institutional buyer (QIB) as defined in Rule 144A under the Securities Act of 1933, as amended, acting for its own account, the account of another QIB, or the account of a qualified purchaser, provided that:
• a dealer described in Rule 144A(a)(1)(ii) must own and invest on a discretionary basis at least $25 million in securities of issuers that are not affiliated persons of the dealer; and
• a plan referred to in Rule 144A(a)(1)(D) or (E), or a trust fund referred to in Rule 144A(a)(1)(F) that holds the assets of that plan, will not be deemed to be acting for its own account if investment decisions concerning the plan are made by the beneficiaries of the plan, except for investment decisions made solely by the fiduciary, trustee, or sponsor of that plan.
• Any company, if each beneficial owner of the company's securities is a qualified purchaser (ICA Rule 2a51-3(b) (17 C.F.R. § 270.2a51-3(b))).
• Any natural person who is deemed to be a "knowledgeable employee" of a Section 3(c)(7) fund, as that term is defined in ICA Rule 3c-5(a)(4) (17 C.F.R. § 270.3c-5(a)(4)) and (ICA Rule 3c-5(b) (17 C.F.R. § 270.3c-5(b))).
• Certain persons who receive securities in a Section 3(c)(7) fund from a qualified purchaser as a gift, bequest, or due to certain other involuntary events (ICA Section 3(c)(7)(A) (15 U.S.C. § 80a-3(c)(7)(A)) and (ICA Rule 3c-6) (17 C.F.R. § 270.3c-6)). However, the term "qualified purchaser" does not include any company that, but for the exceptions provided for in Sections 3(c)(1) or 3(c)(7) of the ICA, would be an investment company (excepted investment company), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) of the ICA, that acquired these securities on or before April 30, 1996 (pre-amendment beneficial owners), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) or any excepted investment company that, directly or indirectly, owns any outstanding securities of that excepted investment company, have consented to its treatment as a qualified purchaser. (ICA Section 2(a)(51)(C) (15 U.S.C. § 80a- 2(a)(51)(C)).)