NorthCoast Asset Management LLC

NorthCoast Asset Management LLC (“NorthCoast” or the “Firm”) is an SEC registered investment adviser. NorthCoast’s registration as an investment adviser does not imply a certain level of skill or training. The oral and written communications that the Firm provides to you, including this Brochure, is information that you should use in your decision to hire the Firm or continue a professional relationship with the Firm. NorthCoast is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, NorthCoast is a wholly-owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc. is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because NorthCoast is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of NorthCoast. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. As of December 31, 2025, NorthCoast has approximately $4.9 billion of regulatory assets under management. This amount is specifically related to the assets managed by the NorthCoast team and does not include the larger amount of Kovitz that transitioned to another registered investment adviser as of January 1, 2026. We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). Please see Items 5 and 10 for a fuller discussion of these services and other important information. We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC. Please see Items 5 and 10 for a fuller discussion of these services and other important information. NorthCoast helps clients reach their investment goals. Whether the client is a high net worth individual looking for a long-term financial plan, or an institutional client interested in a particular set of strategy risk/return attributes, NorthCoast provides portfolio management services via separately managed accounts. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a waiver of any unwaivable rights

you possess. NorthCoast has subadvisory agreements with certain affiliates to offer access to certain of its strategies. Affiliates who choose to utilize NorthCoast strategies will take the appropriate steps to determine that the sub-advisor relationship is in the best interest of the client. Affiliates are under no obligation to use NorthCoast strategies. Our philosophy driving this service model is that a thoroughly researched and systematic investment process grounded in common sense will outperform over time. NorthCoast specializes in quantitative analysis and systematic investing. Through our research, we have discovered that securities and markets reward certain factors and penalize others. To capitalize on these observations, we implement market exposure and security selection models based on the same fundamental rationales. These continue to be validated by thorough research, then implemented daily as part of our investment process. BUSINESS RELATIONSHIPS NorthCoast has a business arrangement with the following companies. These companies are indirect, wholly owned subsidiaries of Focus LLC. The arrangement allows these companies to hire NorthCoast as sub-advisor for their client accounts. NorthCoast is an affiliate of these companies by virtue of being under common control. Please see Items 5, 10 and 14 of this Brochure for further details.

Cardinal Point Capital Management, ULC (“Cardinal Point”) Badgley Phelps Wealth Managers, LLC (“Badgley Phelps”) Cornerstone Wealth Group, LLC (“Cornerstone”) Focus Partners Wealth, LLC (“FPW”) Coastal Bridge Advisors, LLC (“Coastal Bridge”)

NorthCoast has a business arrangement with the following companies. These companies are indirect, wholly owned subsidiaries of Focus LLC. The arrangement allows for certain client of NorthCoast to invest in certain private investment vehicles managed by these companies. NorthCoast is an affiliate of these companies by virtue of being under common control. Please see Items 5, 10, 11 and 14 of this Brochure for further details.

Origin Investments Group, LLC (“OIG”) Origin Credit Advisers, LLC (“OCA”) SCS Capital Management LLC (“SCS”)

Compensation and fees for individually managed accounts Our compensation for individually managed accounts is specified in our agreement with the relevant client. We charge fixed rate fees that we determine on a case-by-case basis after taking into account a variety of factors, such as the amount of client assets we have agreed to manage, and the variety and complexity of the services we are providing Legacy clients pay the asset-based strategy fee that is specified in their client agreements with us. Our fees are potentially subject to negotiation. General Compensation Provisions Generally, NorthCoast charges management fees on a quarterly basis in arrears as provided in the investment advisory agreement. The fees are based on the net assets in the client's account as of the last business day of each calendar quarter. For purposes of calculating each such management fee, the net assets in a client's account are determined before reduction of the management fee and accruedor payable as of the calculation date and before any additions or withdrawals. Cash, accrued interest and the value of securities purchased on margin are included for billing purposes, unless the Firm determines otherwise, in its discretion. If a client withdraws all or part of its funds under management, or the agreement with us is terminated on any other date than the last business day of a calendar month or quarter, that client will be charged a management fee which will be prorated. The proration will be based on (a) the number of days in the calendar month or quarter through the date of termination to (b) the total number of days in the calendar month or quarter. If a client enters into an agreement with us mid-quarter, that client will be charged a management fee which will be prorated. The proration will be based on (a) the number of days remaining in the calendar month or quarter to (b) the total number of days in the calendar month or quarter. For certain legacy clients, we charge asset-based strategy fees. We charge a higher rate for client assets invested in some strategies than we do for others. Charging a different rate for client investments based on the strategy the client is invested in gives us an incentive to allocate client assets to strategies where we receive higher fees. We mitigate this conflict by disclosing it to you and by adhering to our duty to recommend strategies that are in the best interests of our clients. In addition, we will not change the allocation of your portfolio to a strategy that increases your fees without obtaining your consent. NorthCoast also manages accounts that are part of “wrap fee” programs (in which the advisory fee is inclusive of portfolio trading costs) sponsored by other brokerage or asset management firms with whom NorthCoast has selling agreements or dual contracts. NorthCoast may opt to negotiate lower fees in order to participate in these programs. NorthCoast does not sponsor its own wrap fee program. If needed, NorthCoast has the ability to place orders with brokers or dealers other than the wrap program’s sponsor (“trading away”). In these instances, brokers or dealers will impose markups/mark-downs on those orders that are charged to the client’s account within the execution price. These are not included in the wrap fees paid by the client to the wrap program’s sponsor. This would occur in rarecases in which the additional cost to the client remains consistent with NorthCoast’s duty to seek best execution.

NorthCoast bills on an “in arrears” basis. However, several brokerage firms offering our products bill on a forward basis. They include UBS, Pershing, Raymond James, and Oppenheimer. We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). Focus Financial Partners, LLC (“Focus”) is a minority investor in UPTIQ, Inc. UPTIQ is compensated by sharing in the revenue earned by such third-party financial institutions for serving our clients. The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus, our parent company. When legally permissible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential mortgage loans) made to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash management products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third-party financial institutions and other intermediaries that provide administrative and settlement services in connection with this program. Although the amount of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash management solutions facilitated by UPTIQ, the compensation earned by UPTIQ is an expense of the third-party financial institutions that informs the interest rate paid by clients on credit solutions and the yield earned by clients on cash management solutions. FSH distributes this revenue to us when we are licensed to receive such revenue (or when no such license is required) and the distribution is not otherwise legally prohibited. Further information on this conflict of interest is available in Item 10 of this Brochure. We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC. FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”), with whom FRS has agreements, which either separately or together with FRS place insurance products for them. If FRS places an insurance product or refers one of our clients to a Broker and there is a subsequent purchase of insurance through the Broker, then FRS will receive a portion of the upfront and/or ongoing commissions associated with the sale by the insurance carrier with which the policy was placed. The amount of revenue earned by FRS for the sale of these insurance products will vary over time in response to market conditions and will also differ based on the type of insurance product sold and which Broker placed the policy. The amount of insurance commission revenue earned by FRS is considered for purposes of determining the amount of additional compensation that certain of our financial professionals are entitled to receive. Additionally, in exchange for allowing certain of the Brokers to participate in the FRS platform and, thereby, to offer their services to our clients and certain of our affiliates’ clients, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultimately, for our common parent company, Focus, but we do not share in such revenue. FRS also indirectly benefits from our clients’ use of the services insofar as such use incentivizes the Brokers to maintain their relationship with FRS and to continue paying Platform Fees to FRS, which could also support increases in the overall amount of the Platform Fee rates in the future. Further information on this conflict of interest is available in Item 10 of this Brochure.

BUSINESS RELATIONSHIPS NorthCoast does receive direct compensation from Cardinal Point, Cornerstone, FPW, Badgley Phelps and Coastal Bridge, in connection with these firms hiring NorthCoast as sub-advisor to their clients. The hiring of NorthCoast rather than to an unaffiliated investment adviser increases the compensation to NorthCoast and the revenue to our common parent company, Focus LLC, relative to a situation in which the referred clients take their business to an unaffiliated investment adviser. As a consequence, the common parent company has a financial incentive to cause these firms to hire NorthCoast as a sub-advisor. NorthCoast does not receive direct compensation from OIG, OCA or SCS in connection with clients investing in their private investment vehicles. These clients do pay an advisory fee to NorthCoast on the assets placed in OIG, OCA and SCS’s private investment vehicles. NorthCoast’s clients are not advisory clients of and do not pay advisory fees to OIG, OCA and SCS. However, our clients bear the costs of OIG, OCA and SCS’s investment vehicle or vehicles in which they are invested, including any management fees and performance fees payable to OIG, OCA and SCS. The allocation of NorthCoast client assets to OIG, OCA and SCS’s private investment vehicles, rather than to an unaffiliated private investment vehicle, increases OIG, OCA and SCS’s compensation and the revenue to Focus LLC, and to NorthCoast, relative to a situation in which our clients are excluded from OIG, OCA and SCS’s private investment vehicles or invested in an unaffiliated third party’s private investment vehicles. As a consequence, Focus LLC and NorthCoast have a financial incentive to cause us to recommend that our clients invest in OIG, OCA and SCS’s private investment vehicles.

Analysis, Investment Strategies and Risk of Loss Investment Philosophy We believe a thoroughly researched and systematic investment process rooted in common sense will outperform over time. In our research, we have found that securities and markets reward certain factors and punish others. To capitalize on these factors, we employ market exposure models and security selection models based on fundamental rationales. These rationales have been validated by thorough research and

are implemented daily as part of our investment process. To maintain, refine and enhance our competitive edge, we remain committed to a continuous and comprehensive research process. Monitoring and Research The investment process will be continuously monitored and augmented by a thorough, quantitatively based research effort. NorthCoast’s proprietary market exposure models andsecurity management models are updated daily with the latest data. Estimates of portfolio volatilityand expected return are evaluated daily to confirm they are appropriately targeted. The InvestmentTeam will confirm that risk factor and sector exposures are in line with risk budgets. Portfolio trading will be initiated only when required to enhance the risk-return profile of the portfolio andonly after expected transaction costs are considered. NorthCoast believes that to deliver superior risk adjusted returns over the long term requires a longterm information advantage. To maintain this edge, NorthCoast constantly engages in statistically based research to find new sources of alpha, improve portfolio construction and enhance its ability to forecast risk and return. Process enhancements are considered only after rigorous testing and after all potential implementation impacts are thoroughly evaluated. NorthCoast conducts extensive research, paying particular attention to past bear markets, in developing our investment programs. However, NorthCoast can give no assurance that a particular client’s account will achieve superior performance relative to other stock portfolios or indices. Aggregation and Allocation of Trades In nearly all cases, NorthCoast aggregates client orders for the purchase or sale of the same securities at the same broker-dealer. NorthCoast will generally follow the guidelines set forth below in aggregating client orders for securities at the same broker-dealer:

no investment advisory client will be favored over any other investment advisory client other than as permitted under the Aggregation and Allocation Policy; each client that participates in an aggregated order will participate at the average share price for all NorthCoast’s transactions in that security at that client’s broker on a given business day. Transaction costs will be based on each client's participation in theaggregated order; if the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the NorthCoast’s standard order aggregation method; if the aggregated order is partially filled, it will be allocated among clients on a pro rata basis;

Notwithstanding the foregoing, an aggregated order may be allocated following execution on a basis different from that specified in NorthCoast’s standard order aggregation method. Reasons for allocation on a basis different from that specified in the NorthCoast’s standard order aggregation method may include: available cash; liquidity requirements; legal regulatory reasons, client restrictions, timing; or if the custodian offers asset-based pricing. In some cases, NorthCoast may make purchases and sales in the same security on the same day. This may occur when a) multiple strategies are holding the same security and a specific strategy is rebalancing, b) an individual account is onboarding or liquidating. Generally, whole strategy

changes will follow the process outlined above whereas trades in individual accounts for the purposes of onboarding or liquidation will occur as soon as feasible. Investment Process NorthCoast will seek to exploit uncorrelated market inefficiencies by employing rigorous quantitative models based on fundamental investment insights and statistical analysis. NorthCoast is committed to risk management and uses a combination of risk management techniques: sector/region exposures, security specific risk, market risk, multifactor risk model. This last model enables NorthCoast to forecast how the portfolio will react to changes inmacroeconomic factors. This information allows the Investment Team to balance the exposure ofone security against the exposure of another and to maintain statistically acceptable risk exposures. Individual transaction cost estimates are taken into account. This enables NorthCoast to more accurately manage the expected risk-return profile of the strategies while appropriately considering liquidity costs in portfolio construction. Investment Strategies Description NorthCoast offers a broad suite of investment strategies designed to meet a diverse range of investor goals. From income to growth to alternative solutions, our dedicated advisory team workswith each client to construct a portfolio that matches their profile, objectives and approach. Our investment solutions can be divided into six broad categories covering the spectrum of investment styles: Strategic Asset Allocation, Equity, Income, Dynamic Asset Allocation, Options Strategies, and Alternatives. Strategic Asset Allocation

Balanced

Global Diversified Balanced Strategic Growth

Global Diversified Growth

The Balanced Strategy is an approach with the goal of generating long-term growth and income by allocating approximately 50% to stocks and 50% to bonds. Global Diversified Balanced is a moderately tactical investment strategy designed to produce a balanced approach to growth and income. The strategy invests in a diversified basket of global ETFs (global equities, global bonds, real estate, alternative investments, and cash equivalents) with a balanced objective of capital appreciation and income generation. Strategic Growth is a moderately aggressive approach to producing long-term capital appreciation by allocating approximately 70% to stocks and 30% to bonds. Global Diversified Growth is a moderately tactical investment strategy designed to producelong-term capital appreciation. The strategy invests in a diversified basket of globalETFs (global equities, global bonds, real estate, alternative investments, and cash equivalents) with a primary objective of capital appreciation and secondary objectiveof income generation.

Aggressive Growth

Cash Alternative

Aggressive Growth is a higher risk approach to producing long-term capital appreciation by allocating approximately 90% to stocks and 10% to bonds. Cash Alternative seeks to enhance returns on idle cash by investing in short-term and ultra short-term fixed income instruments, generating yield while preserving high liquidity.

Equity

Large-Cap Core

Large-Cap Core is a long-term growth strategy focused on capital appreciation. In combination with a proprietary stock-scoring system, the strategy seeks stocks traditionally known as “blue-chips.” Blue chip companies are typically large, commonly known, financially sound, and have operated for many years. They tend to meet an economic need, boast a strong competitive advantageand have a long history of profitability.

Large-Cap Core: Values

Large Cap Core: Values is a socially responsible long-term growth strategy focused on long-term capital appreciation and tax-efficient portfolio management. Valuesbased investing avoids industries with generally negative impacts on society and seeks out companies that are pioneering in environmental, social and corporate governance operations. The strategy incorporates restrictions on certain industries applied to our proprietary market outlook and stock scoring models.

Large-Cap Growth

Large-Cap Growth is a long-term growth strategy focused on capital appreciation. The goal is to generate significant capital appreciation over the long term by investing in growth-oriented, large-cap companies. These are typically organizations with a market capitalization of over $10 billion that exhibit a potential for high earnings growth, above their peers, and display sustainable competitive advantages.

LargeCap Value

Large-Cap Value is a strategic long-term value strategy focused on capital appreciation. The strategy aims to maintain a full investment in equity securities. The program is derived from the investment philosophies of three of the top professional money managers in history: Benjamin Graham, John Neff, and Joel Greenblatt. This approach is coupled with a proprietary stock scoring system designed to build a comprehensive value portfolio.

All-Cap Core

All-Cap Core is a strategic long-term growth strategy focused on capital appreciation. Utilizing a proprietary stock scoring system, the strategy seeks stockswith “growth-ata- reasonable-price,” a style known as GARP. The strategy is grounded in its longterm growth objective and remains fully invested in equities throughout market cycles. The program actively searches for stocks that show consistent earnings growth above broad market levels while exhibiting attractive valuations and entry points.

Global Country Select

SectorSelect

Dividend Equity

Global Country Select is an actively managed investment strategy designed to generate long-term growth. The strategy utilizes a proprietary scoring and selection process to actively allocate across global country ETFs. The strategy invests in countries with higher risk-adjusted return potential and reduces or eliminates exposure to countries with lower risk-adjusted return potential. Sector Select is an actively managed investment strategy designed to generatelongterm growth. The strategy utilizes a proprietary scoring and selection process to actively allocate across U.S. sector ETFs. The strategy invests in sectors with higher risk-adjusted return potential and reduces or eliminates exposure to sectors with lower risk-adjusted return potential. Dividend Equity is a long-term, tax-efficient growth strategy that invests in companies with a consistent dividend policy. The strategy is based on the belief that these companies will continue to grow regardless of challenging market conditions. Additionally, positions are managed using a proprietary stock scoring system, which is designed to build a comprehensive portfolio

Income

Municipal Income

Municipal Income is an ETF ladder strategy built with a diversified portfolio of state and local bonds. These ETFs provide regular interest payments and distribute a final payout at each ETF’s stated maturity date. At maturity, original principal and earned interest are reinvested into the next ladder segment.

Treasury Income

Treasury Income is an ETF ladder strategy built with a diversified portfolio of U.S. Treasury Bonds. These ETFs provide regular interest payments and distribute a final payout at each ETF’s stated maturity date. At maturity, original principal and earned interest are reinvested into the next ladder segment.

Core Fixed Income

Core Fixed Income is a long-term income generation strategy focused on capital preservation by managing principal risk. Core Fixed Income invests in a diversified basket of global ETFs across the income spectrum using U.S. bonds, global bonds, corporate bonds, mortgages, and other asset classes. The portfolio seeks to produce long-term returns above the bond aggregate market.

Dynamic Income

Dynamic Income is a fully tactical investment strategy designed to produce income while managing principal risk. The strategy invests in a diversified basket of global ETFs across the income spectrum using U.S. bonds, international bonds, corporate bonds, mortgages, and U.S. and international dividend equities. The strategy seeks a target yield of inflation +2-3%, protection against rising interest rates & inflation with real assets, potential for appreciation through growth assets, and downside protection through a tactical allocation to yield sources with diversification benefits.

Dynamic Asset Allocation

Dynamic Hedged Equity

Dynamic Hedged Equity is a tactical, long-term growth strategy focused on capital appreciation with a secondary objective of downside protection. The strategy invests in leading growth stocks during favorable equityenvironments and scales to cash to preserve gains when bear market risk is high.The strategy adheres to a flexible investment mandate that allows for allocationshifts that range between 0%-100% exposure to equities. Positions are managed (purchased and liquidated) through a proprietary stock scoring system designed to build a comprehensive growthportfolio.

Dynamic Hedged International Equity

Dynamic Hedged International Equityis a tactical, long-term growth strategy focused on capital appreciation with a secondary objective of downside protection. The strategy invests in leading international growthequities in the form of American Depository Receipts (ADRs) and Exchange- Traded Funds (ETFs) during favorable equity environments and scales to cashto preserve gains when bear market risk is high. Positions are managed (purchased and liquidated) through a proprietary security scoring system designed to build a comprehensive growth portfolio.

Dynamic Hedged Equity: SRI

Read the rest in the brochure

NorthCoast provides advisory services to individuals, investment companies, pension and profitsharing plans, trusts, estates, charitable organizations, corporations, limited liability companies, general partnerships, and limited partnerships.

NorthCoast does not receive performance-based fees on client accounts.

Focus Financial Partners As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus LLC, and certain investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because NorthCoast is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of NorthCoast. UPTIQ Credit and Cash Management Solutions We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through UPTIQ Treasury & Credit Solutions, LLC (together with UPTIQ, Inc. and its affiliates, “UPTIQ”). These third-party financial institutions are banks and non-banks that offer credit and cash management solutions to our clients, as well as certain other unaffiliated third parties that provide administrative and settlement services to facilitate UPTIQ’s cash management solutions. UPTIQ acts as an intermediary to facilitate our clients’ access to these credit and cash management solutions. We are a wholly owned subsidiary of Focus Financial Partners, LLC (“Focus”). Focus is a minority investor in UPTIQ, Inc. UPTIQ is compensated by sharing in the revenue earned by such thirdparty financial institutions for serving our clients. The revenue paid to UPTIQ also benefits UPTIQ, Inc.’s investors, including Focus. When legally permissible, UPTIQ also shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). For securities-backed lines of credit (“SBLOCs”) made to our clients, UPTIQ will share with FSH up to 75% of all revenue it receives from such third-party financial institutions. For other loans (except residential mortgage loans) made to our clients, UPTIQ will share with FSH up to 25% of all revenue it receives from such third-party financial institutions. For cash management products and services provided to our clients, UPTIQ will share with FSH up to 33% of all revenue it receives from the third-party financial institutions and other intermediaries that provide administrative and settlement services in connection with this program. Although the amount of these revenue-sharing payments to FSH is not charged directly in the calculation of the interest rate paid by clients on credit solutions facilitated by UPTIQ or the yield earned by clients on cash management solutions facilitated by UPTIQ, the compensation earned by UPTIQ is an expense of the third-party financial institutions that informs the interest rate paid by clients on credit solutions and the yield earned by clients on cash management solutions. FSH distributes this revenue to us when we are licensed to receive such revenue (or when no such license is required) and the distribution is not otherwise legally prohibited. This revenue is also revenue for FSH’s and our common parent company, Focus. Additionally, the volume generated by our clients’ transactions allows Focus to negotiate better terms with UPTIQ, which benefits Focus and us. Accordingly, we have a conflict of interest when recommending UPTIQ’s services to clients because of the compensation to us and to our affiliates, FSH and Focus, and the transaction volume to UPTIQ. We mitigate this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering UPTIQ’s solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that

clients who use UPTIQ’s services will receive product-specific disclosures from the third-party financial institutions and other unaffiliated third-party intermediaries that provide services to our clients. We have an additional conflict of interest when we recommend credit solutions to our clients because our interest in continuing to receive investment advisory fees from client accounts gives us a financial incentive to recommend that clients borrow money rather than liquidate some or all of the assets we manage. Credit Solutions Clients retain the right to pledge assets in accounts generally, subject to any restrictions imposed by clients’ custodians. While credit solution programs that we offer facilitate secured loans through third-party financial institutions, clients are free instead to work directly with institutions outside such programs. Because of the limited number of participating third-party financial institutions, clients may be limited in their ability to obtain as favorable loan terms as if the client were to work directly with other banks to negotiate loan terms or obtain other financial arrangements. Clients should also understand that pledging assets in an account to secure a loan involves additional risk and restrictions. A third-party financial institution has the authority to liquidate all or part of the pledged securities at any time, without prior notice to clients and without their consent, to maintain required collateral levels. The third-party financial institution also has the right to call client loans and require repayment within a short period of time; if the client cannot repay the loan within the specified time period, the third-party financial institution will have the right to force the sale of pledged assets to repay those loans. Selling assets to maintain collateral levels or calling loans may result in asset sales and realized losses in a declining market, leading to the permanent loss of capital. These sales also may have adverse tax consequences. Interest payments and any other loan-related fees are borne by clients and are in addition to the advisory fees that clients pay us for managing assets, including assets that are pledged as collateral. The returns on pledged assets may be less than the account fees and interest paid by the account. Clients should consider carefully and skeptically any recommendation to pursue a more aggressive investment strategy in order to support the cost of borrowing, particularly the risks and costs of any such strategy. More generally, before borrowing funds, a client should carefully review the loan agreement, loan application, and other forms and determine that the loan is consistent with the client’s long-term financial goals and presents risks consistent with the client’s financial circumstances and risk tolerance. We use UPTIQ to facilitate credit solutions for our clients. Cash Management Solutions For cash management programs, certain third-party intermediaries provide administrative and settlement services to our clients. Engaging the third-party financial institutions and other intermediaries to provide cash management solutions does not alter the manner in which we treat cash for billing purposes. Clients should understand that in rare circumstances, depending on interest rates and other economic and market factors, the yields on cash management solutions could be lower than the aggregate fees and expenses charged by the third-party financial institutions, the intermediaries referenced above, and us. Consequently, in these rare circumstances, a client could experience a negative overall investment return with respect to those cash investments. Nonetheless, it might still be reasonable for a client to participate in a cash management program if the client prefers to hold cash at the third-party financial institutions rather

than at other financial institutions (e.g., to take advantage of FDIC insurance). We use UPTIQ to facilitate cash management solutions for our clients. Focus Risk Solutions We help our clients obtain certain insurance solutions by introducing clients to our affiliate, Focus Risk Solutions, LLC (“FRS”), a wholly owned subsidiary of our parent company, Focus Financial Partners, LLC (“Focus”). FRS assists our clients with regulated insurance sales activity by advising our clients on insurance matters and placing insurance products for them and/or referring our clients to certain third-party insurance brokers (the “Brokers”), with whom FRS has agreements, which either separately or together with FRS place insurance products for them. If FRS places an insurance product or refers one of our clients to a Broker and there is a subsequent purchase of insurance through the Broker, then FRS will receive a portion of the upfront and/or ongoing commissions associated with the sale by the insurance carrier with which the policy was placed. The amount of revenue earned by FRS for the sale of these insurance products will vary over time in response to market conditions and will also differ based on the type of insurance product sold and which Broker placed the policy. The amount of insurance commission revenue earned by FRS is considered for purposes of determining the amount of additional compensation that certain of our financial professionals are entitled to receive. This revenue is also revenue for our and FRS’s common parent company, Focus. Additionally, in exchange for allowing certain of the Brokers to participate in the FRS platform and, thereby, to offer their services to our clients and certain of our affiliates’ clients, FRS receives periodic fees (the “Platform Fees”) from such Brokers. The Platform Fees are expected to change over time. Such Platform Fees are revenue for FRS and, ultimately, for our common parent company, Focus, but we do not share in such revenue. FRS also indirectly benefits from our clients’ use of the services insofar as such use incentivizes the Brokers to maintain their relationship with FRS and to continue paying Platform Fees to FRS, which could also support increases in the overall amount of the Platform Fee rates in the future. Accordingly, we have a conflict of interest when recommending FRS’s services to clients because of the compensation to certain of our financial professionals and to our affiliates, FRS and Focus. We address this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; (2) offering FRS solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services; and (3) not sharing in any portion of the Platform Fees. Additionally, we note that clients who use FRS’s services will receive product-specific disclosure from the Brokers and insurance carriers and other unaffiliated third-party intermediaries that provide services to our clients. The insurance premium is ultimately dictated by the insurance carrier, although in some circumstances the Brokers or FRS may have the ability to influence an insurance carrier to lower the premium of the policy. The final rate may be higher or lower than the prevailing market rate, and may be higher than if the policy was purchased directly through the Broker without the assistance of FRS. We can offer no assurances that the rates offered to you by the insurance carrier are the lowest possible rates available in the marketplace.

We have been retained by other Focus partner firms through a subadvisory agreement in order to provide investment subadvisory services to certain clients of these Focus partner firms. We provide these services to such clients pursuant to a subadvisory agreement and in exchange for a fee paid by Focus partner firms’s clients. Focus partner firms, like us, is an indirect wholly owned subsidiary of Focus LLC and is therefore under common control with us. The allocation of Focus partner firms’ clients’ assets to us pursuant to a subadvisory arrangement, rather than to an unaffiliated investment manager, increases our compensation and the revenue to Focus LLC, relative to a situation in which Focus partner firms’ clients’ assets are managed by an unaffiliated manager. As a consequence, Focus LLC has a financial incentive to encourage Focus partner firms to recommend that a portion of their clients’ assets be subadvised by us, which creates a conflict of interest with those Focus partner firm clients who are subadvised by us. More information about Focus LLC can be found at www.focusfinancialpartners.com. We believe this conflict is mitigated because of the following factors: (1) our retention as a subadviser is based on Focus partner firms’ judgment that such retention is in the best interest of its affected clients; (2) we have met the due diligence standards that these Focus partner firms apply to outside investment managers; (3) these Focus partner firms are willing and able to terminate our services, in part or in whole, if our services become unsatisfactory in the judgment of, and at the sole discretion of, each of the Focus partner firms; and (4) we have fully and fairly disclosed the material facts regarding this relationship, including in this Brochure, to the Focus partner firm clients for whom we act as subadviser, and such clients have therefore given their informed consent to this conflict. BUSINESS RELATIONSHIPS NorthCoast and the following companies are both advisory firms owned by Focus LLC. NorthCoast and these companies have an agreement in place whereby NorthCoast serves as a subadvisor for certain clients. Generally, NorthCoast is responsible for managing the accounts, upon engagement,

when hired by a below company and receives a portion of the advisory fee paid to the referring company. The referral of clients to NorthCoast, rather than to an unaffiliated investment adviser, increases the NorthCoast's compensation and the revenue to Focus LLC relative to a situation in which these companies referred these clients to an unaffiliated investment adviser. As a consequence, Focus LLC has a financial incentive to cause the companies to refer certain clients to NorthCoast, which creates a conflict of interest with those clients who agree to leverage NorthCoast’s investment management.

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NorthCoast has adopted a Code of Ethics (the “Code”) pursuant to SEC Rule 204A-1, which requires each employee to comply with all applicable federal and state laws and regulations. The Code makes clear that business will be conducted consistent with the highest standards of commercial honor and just and equitable principles of trade. The trust of NorthCoast customers and the firm's reputation are of paramount importance. To that end, although employeesare entitled to invest in the same securities that clients may hold, the Code requires each employeeto avoid any action that results in a conflict of interest with the firm and its clients, prohibits outside business activities without the consent of Compliance department, prohibits trading on the basis of material non-public information and prohibits accepting extravagant gifts or entertainmentfrom the firm’s business relationships. Employees are required to report all personal securities transactions to the firm, are not permitted to participate in initial public offerings, and must obtainthe approval of the Compliance department to participate in any private offering. The Code must be read, acknowledged and agreed to annually by every employee. The objective of the Code is to subject all business dealings and securities transactions undertaken by personnel, whether for clients or for personal purposes, to the highest ethical standards. NorthCoast personnel are expected to use fundamental principles of openness, integrity, honesty and trust. The Code requires that personnel protect the confidentiality of the information about the firm and its clients, act appropriately as a fiduciary toward clients, avoid any illegal or unethical activities, avoid conflicts of interest and comply with the personal trading policy, which is part of the Code. The firm provides its Code of Ethics to any client or prospective client upon request.

NorthCoast recommends that certain of our clients invest in a private investment fund managed by an affiliated Focus partner firm. Please refer to Items 4, 5 and 10 for additional information.

In most cases, NorthCoast does not select broker-dealers for client transactions in individually managed accounts. In the rare event that NorthCoast is asked to recommend broker-dealers, clients must approve the recommendation which is based upon the execution capabilities and performance and commission rates to be paid, which will vary from broker to broker. With few exceptions, clients use the brokerage services of Fidelity Brokerage Services, Morgan Stanley, Wells Fargo, Stifel- Nicolaus & Company, Inc, RBC Wealth Management, DA Davidson, LPL, BNY, Pershing, Instinet, Barclays Capital, JP Morgan, and Charles Schwab., each a member FINRA/SIPC. Per NorthCoast policy, no commissions are used to pay for research or any other services. NorthCoast evaluates brokers by considering the ability of a broker to provide trading platforms relevant to accounts they will custody, the broker’s client service ability, and the reasonableness of the fees it charges. Reasonableness of fees is determined by comparing fees charged by a broker to market providers for similar services. As further discussed below in Item 14, the Firm participates in the Fidelity Wealth Advisor Solutions® Program (the “WAS Program”), through which Focus Partners receives referrals from Strategic Advisers LLC (“Strategic Advisers”), a registered investment adviser and Fidelity Investments company. We may have an incentive to select or recommend a broker-dealer based on our interest in receiving client referrals, rather than on our clients’ interest in receiving most favorable execution. Please see item 14 for a discussion of this conflict, as well as other conflicts of interest related to these arrangements. NorthCoast does not publish research reports or sell newsletters, nor does it charge for financial planning, however, it does work with clients’ accountants and attorneys when appropriate to discuss estate planning, generation skipping and tax efficiency. NorthCoast does not engage in other business activities. NorthCoast has no soft dollar or research arrangements. Our goal is to obtain best execution for each client transaction. While quality of execution at the best price is an important determinant, best execution does not necessarily mean lowest/highest price (whether buying/selling) and it is not the sole consideration. NorthCoast considers a number of factors and may opt to trade through broker/dealers that execute with mark-ups/mark-downs that are reflected in the buy/sell price within the client account.

NorthCoast’s parent company is Focus Financial Partners, LLC (“Focus”). From time to time, Focus holds partnership meetings and other industry and best-practices conferences, which typically include NorthCoast, other Focus firms and external attendees. These meetings are first and foremost intended to provide training or education to personnel of Focus firms, including NorthCoast. However, the meetings do provide sponsorship opportunities for asset managers, asset custodians, vendors and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services to Focus firms, including NorthCoast. Although the participation of Focus firm personnel in these meetings is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the marketing and education activities conducted, and the access granted, at such meetings and conferences could cause NorthCoast to focus on those conference sponsors in the course of its duties. Focus attempts to mitigate any such conflict by allocating the sponsorship fees only to defraying the cost of the meeting or future meetings and not as revenue for itself or any affiliate, including NorthCoast. Conference sponsorship fees are not dependent on assets placed with any specific provider or revenue generated by such asset placement. The following entities have provided conference sponsorship to Focus between January 1, 2025 and February 1, 2026:

Addepar, Inc. AQR Capital Management, LLC Bigelow LLC BlackRock, Inc. BOWS Administrator LLC (Brookfield Oaktree Wealth Solutions) Capital Integration Systems LLC (CAIS) Charles Schwab & Co., Inc. Cliffwater LLC Dimensional Fund Advisors LP Dinsmore Compliance Services, LLC (DCS) Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates) Edgewood Partners Insurance Center (EPIC) (includes Vanbridge) Fidelity Brokerage Services LLC (includes FIAM and Wealthscape) Flourish Financial LLC Franklin Templeton Distributors LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) Jackson National Life Distributors LLC K&L Gates LLP Lord, Abbett & Co. LLC

Nuveen Securities, LLC Orion Advisor Solutions, Inc. Pacific Investment Management Company LLC (PIMCO) Pinnacle Insurance & Financial Services, LLC Practifi, Inc. Quantinno Capital Management LP (includes TaxEdge and DEALS (Direct Equity Active Long Short)) RedBlack Software, LLC (includes intelliflo) SmartAsset Advisors LLC Stone Ridge Asset Management LLC The Vanguard Marketing Corporation, Inc. T. Rowe Price Investment Services, Inc. TriState Capital Bank VRGL Inc.

You can access updates to the list of conference sponsors on Focus’ website through the following link: https://www.focusfinancialpartners.com/conference-sponsors Participation in Fidelity Wealth Advisor Solutions®. NorthCoast participates in the Fidelity Wealth Advisor Solutions® Program (the “WAS Program”), through which NorthCoast receives referrals from Strategic Advisers LLC (Strategic Advisers), a registered investment adviser and Fidelity Investments company. NorthCoast is independent and not affiliated with Strategic Advisers or any Fidelity Investments company. Strategic Advisers does not supervise or control NorthCoast, and Strategic Advisers has no responsibility or oversight for NorthCoast’s provision of investment management or other advisory services. Under the WAS Program, Strategic Advisers acts as a solicitor for NorthCoast, and NorthCoast pays referral fees to Strategic Advisers for each referral received based on NorthCoast’s assets under managementattributable to each client referred by Strategic Advisers or members of each client’s household. The WAS Program is designed to help investors find an independent investment adviser, and any referral from Strategic Advisers to NorthCoast does not constitute a recommendation by Strategic Advisers of NorthCoast’s particular investment management services or strategies. More specifically, NorthCoast pays the following amounts to Strategic Advisers for referrals: the sum of (i) an annual percentageof 0.10% of any and all assets in client accounts where such assets are identified as “fixed income”assets by Strategic Advisers and (ii) an annual percentage of 0.25% of all other assets held in client accounts.In addition, NorthCoast has agreed to pay Strategic Advisers an annual program fee of $50,000 to participate in the WAS Program. These referral fees are paid by NorthCoast, not by the client. To receive referrals from the WAS Program, NorthCoast must meet certain minimum participation criteria, but NorthCoast may have been selected for participation in the WAS Program as a result of its other business relationships with Strategic Advisers and its affiliates, including Fidelity Brokerage Services, LLC (“FBS”). As a result of its participation in the WAS Program, NorthCoast may havea potential conflict of interest with respect to its decision to use certain affiliates of Strategic Advisers, including FBS, for execution, custody and clearing for certain client accounts, and NorthCoast may have a potential incentive to suggest the use of FBS and its affiliates to its advisory clients, whether or not those clients were referred to NorthCoast as part of the WAS Program. Under an agreementwith Strategic Advisers, NorthCoast has agreed that it will not charge clients more than the standard range of advisory fees disclosed in its Form ADV Part 2A Brochure to cover

solicitation fees paid to Strategic Advisers as part of the WAS Program. Pursuant to these arrangements, NorthCoast has agreed not to solicit clients to transfer their brokerage accounts from affiliates of Strategic Advisers or establish brokerageaccounts at other custodians for referred clients other than when NorthCoast’s fiduciary duties would so require, and NorthCoast has agreed to pay Strategic Advisers a one-time fee equal to 0.75% of the assetsin a client account that is transferred from Strategic Advisers’ affiliates to another custodian; therefore, NorthCoast may have an incentive to suggest that referred clients and their household members maintain custody of their accounts with affiliates of Strategic Advisers However, participation in the WAS Program does not limit NorthCoast’s duty to select brokers on the basis of best execution. We have agreements with unaffiliated third parties called promoters, who refer clients to NorthCoast. We pay these third parties a portion of the investment management fees we receive for managing the accounts of the referred clients. Referral arrangements inherently give rise to potential conflicts of interest, particularly when the person recommending the adviser receives an economic benefit for doing so. Rule 206(4)-1 of the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we require promoters to disclose to referred clients, in writing: whether the promoter is a client or a non-client; that the promoter will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral. Additionally, NorthCoast employees refer clients to NorthCoast and receive compensation for the referral. NorthCoast employees disclose to the prospect at the time of referral that they are an employee of NorthCoast, which is accomplished by various means (business card, communication from NorthCoast email, etc.) NorthCoast also has agreements with other solicitors, who have our permission to present our programs to potential investors who might not otherwise know about our services, in return for a portion of our management fee. In all cases NorthCoast has a solicitation agreement with such individuals and requires that they provide any prospect with our ADV Brochure, and obtain a signed acknowledgement that the prospect is aware of the fee sharing arrangement. NorthCoast may compensate third parties for client referrals or marketing Services. Clients do not pay any additional fees as a result of these arrangements. BUSINESS RELATIONSHIPS The following companies are advisory firms owned by Focus LLC. NorthCoast and these companies have an agreement in place whereby NorthCoast serves as a subadvisor for certain clients. The affiliation between NorthCoast and these companies is disclosed to the clients referred to NorthCoast.

Cardinal Point Capital Management, ULC (“Cardinal Point”) Badgley Phelps Wealth Managers, LLC (“Badgley Phelps”) Cornerstone Wealth Group, LLC (“Cornerstone”) Focus Partners Wealth, LLC (“FPW”) Coastal Bridge Advisors, LLC (“Coastal Bridge”)

The following companies are advisory firms owned by Focus LLC. NorthCoast and these companies have an agreement in place whereby NorthCoast allows certain client of NorthCoast to invest in certain private investment vehicles managed by these companies. The affiliation between NorthCoast

and these companies is disclosed to the clients referred to NorthCoast.

Origin Investments Group, LLC (“OIG”) Origin Credit Advisers, LLC (“OCA”) SCS Capital Management LLC (“SCS”)

There have been no disciplinary actions or events regarding NorthCoast or any of its employees.

NorthCoast receives periodic reports and monthly summaries from the various custodians. Frank Ingarra, Chief Operating Officer, and Megan Hall, Senior Vice President, Operations, are responsible for review of client accounts. By use of internal exception reports, designated firm persons review all accounts at various intervals and more frequently if (1) new transactions have been entered into for the account, (2) any discrepancy appears in daily reconciliation of the account’s activities, or (3) there is a client inquiry. Daily reconciliations are performed by the

operations personnel and results are organized to isolate any individual account problems that may arise for review by Ms. Hall or Mr. Ingarra. NorthCoast may provide a monthly or quarterly (depending on specific client agreement) report showing the percentage performance of the account. Also, a monthly or quarterly client report shows the net asset value at the end of the period and advisory fees charged for the period.

NorthCoast’s agreement and/or the separate agreement with any financial institution may authorize NorthCoast through such financial institution to debit the client’s account for the amount of NorthCoast’s fee and to directly remit that management fee to NorthCoast in accordance with applicable custody rules. All client account assets are held by a qualified custodian. These qualified custodians will deliver directly to clients monthly or quarterly account statements summarizing the activity in their accounts and return on their investments. These reports are in addition to the statements clients receive directly from NorthCoast. NorthCoast urges clients to carefully review the statement received from the qualified custodians and compare those to the reports received from NorthCoast.

Virtually, all client assets are managed on a discretionary basis. Clients opening accounts are required to execute an investment advisory agreement that, among other things, grants NorthCoast the authority to manage their assets on a discretionary basis. Clients must establish their own custodial arrangements if they do not wish to use the custodian NorthCoast suggests and provide the custodian with a letter granting NorthCoast the authority to manage their assets. NorthCoast clients can ask to use a broker other than one suggested by NorthCoast by opening a brokerage account with the broker of their choice and providing NorthCoast with written instructions that includes account information. Clients who choose to direct brokerage to a particular broker-dealer should be aware of the following:

inability to negotiate commission rates and other terms on behalf of such clients; opportunities to obtain lower transaction costs and better prices by aggregating (batching) the client’s orders with orders for other clients could be limited; and the client could receive less favorable prices on securities transactions.

Clients wishing to restrict their accounts from holding certain companies or types of companies must provide written instructions containing a list of the relevantrestrictions. All restrictions are handled on a ‘best efforts’ basis.

NorthCoast has retained the services of, an independent proxy-voting service provider, to provide research, recommendations and other proxy voting services for client proxies. Absent a determination by NorthCoast to override the independent service provider’s guidelines and/or recommendations, we will vote all client proxies in accordance with the independent service provider’s guidelines and recommendations which, per their policies,vote all proxies in the best economic interest of our clients. NorthCoast also retains the independent service provider for its turn-key voting agent service to administer its proxy voting operation. As such, the independent service provider is responsible forsubmitting all proxies in a timely manner and for maintaining

appropriate records of proxy votes.NorthCoast has established a Proxy Committee consisting of three managers who have a broad range of experience in the financial services industry to periodically review these policies and procedures. Additionally, in the event that the independent service provider is unable to complete/provide its research regarding a security on a timely basis or NorthCoast has made a determination that it is in the best interests of its clients for NorthCoast to vote the proxy, the Proxy Committee will determine how to vote that proxy. NorthCoast has engaged independent service provider to handle all class action litigation on behalf of NorthCoast accounts.

NorthCoast derives all of its income from advisory fees as detailed above. The firm does not have any outside or conflicting business interests, nor do its principals or employees hold directorships or board seats in any other businesses. No balance sheet is needed as no advance fees over $1200 are collected.