Palogic Value Management, L.P.

Palogic Value Management L.P. is a registered investment adviser with the Securities and Exchange Commission. The Firm is organized as a limited partnership under the laws of the state of Delaware. Palogic was formed in 2006 and is owned by Ryan Vardeman, Robert Peters and Scott Williams (together, the “Principals”), and Palogic Capital Management, LLC, the general partner of the Firm owned and controlled by Ryan Vardeman. Funds Palogic provides investment management services with respect to two private pooled investment vehicles, the Palogic Value Fund, L.P. (the “Master Fund”) and Palogic Offshore Value Fund, Ltd. (“Offshore Fund”) and may in the future provide investment management services to other private pooled investment vehicles. References herein to a “Fund” or “Funds” refer to the Master Fund and the Offshore Fund collectively. The Offshore Fund invests substantially all of its assets in, and conducts its investment activities indirectly through, the Master Fund, pursuant to a mini-master structure. We have full discretionary authority with respect to investment decisions, and our investment advisory services are provided in accordance with the investment objectives and guidelines set forth in the Fund’s offering and/or governing documents. The information set forth in this Disclosure Brochure is qualified in its entirety by the Fund’s offering and/or governing documents. We serve as general partner (the “General Partner”) and investment manager of the Funds. We are responsible for investing and re-investing the assets of the Funds in securities, financial instruments and/or other assets in accordance with the investment objectives, policies and guidelines set forth in the Funds’ offering and/or governing documents. Investors in the Funds are not permitted to impose restrictions on investments in certain securities or types of securities. The Funds interests are offered strictly to sophisticated investors, including but not limited to high-net-worth individuals, pension plans, funds of funds, family offices, endowments and other institutions who meet the qualification standards of the Funds. The Firm provides advisory services to the Funds with the goal of achieving significant long-term capital appreciation while limiting the risk of capital loss. The Firm seeks to assess the intrinsic value of its investments as compared to the value based on the prevailing market price. Where a disconnect between “intrinsic value” and “market value” exists, the Firm seeks to exploit the gap. The Firm may take long and short positions in a variety of asset classes: common and preferred equity, bonds, notes, options, index securities, hedging instruments such as futures derivatives and currency contracts, private equity and mezzanine securities and any other financial instrument that the General Partner believes offers the potential for attractive returns. It is expected that the Funds will also engage in short selling, margin trading, hedging, securities lending and other investment strategies. Additional information regarding the Funds, including, but not limited to, their investments, the strategies used in managing the Funds, and conflicts of interest faced by the Firm in connection with the management of the Funds can be found in the Funds’ offering documents. Investment in the Funds does not, in and of itself, create an advisory relationship between an investor in such Funds and us. See Item 8 below. •

Effective June 4, 2026, Palogic Value Management, LP acquired the Membership Interests of Sapphire Star Partners L.P., and is wholly owned by Palogic Value Management, LP. Subsequently, Palogic Value Management, L.P. entered into an investment management agreement to provide advisory services to Sapphire Star Partners Concentrated Stock L.P. and Sapphire Star Partners L.P., each a private fund. In addition, the Adviser entered into an agreement with Sapphire Star Capital LLC, a relying adviser, in connection with certain managed account programs.

Wrap Fee Program In addition to the Funds, the Firme offers and sponsors a Wrap Fee Program (the “Program”) to individual high net worth investors, individual investors, trusts, foundations and charitable organizations and small entities with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. The Adviser provides investment advisory services to each client based on the particular investment objectives, guidelines, restrictions, and other information provided by the client and pursuant to an Investment Management Agreement (“IMA”) with the client. These are tailored services based on the needs of the clients. The clients may impose reasonable restrictions on investing in certain securities or types of securities. Palogic covers costs incurred in executing transactions for its clients and keep the remaining portion as compensation for providing the advisory services. The Firm provides the Form ADV Part 2A Appendix 1: Wrap Fee Program brochure to each client before or at the time the client enters into an IMA for the Program. There are certain differences between how we manage accounts in the Program versus how we manage the Funds. See Items 5, 8 and 12 below. For example, in the Program, Palogic generally is responsible for determining the client investment objectives based on the client’s individual needs and circumstances. Factors that are expected to be considered include liquidity constraints, cash availability, account size, risk appetite, and investment horizon among others. The combination of these factors will generally determine the asset allocation for a Program client. Palogic will receive a portion of the wrap fee for its services. In the Funds, Palogic has broad investment discretion with a goal of capital appreciation. Regulatory Assets Under Management As of December 31, 2025, the Firm had $324,881,588 in regulatory assets under management, all of which are managed on a discretionary basis. With the addition of Sapphire Star accounts as of June 4, 2026, the Firm had an additional $33,833,685 in regulatory under assets under management on a discretionary basis and $46,808,325 on a non-discretionary basis.

Funds The fees and expenses associated with an investment in the Funds are as defined exclusively in the Fund’s offering documents. Our advisory fees with respect to the Fund and each investor generally are not negotiable. However, we may enter into side letters or similar arrangements with certain investors that grant different terms (including the reduction or elimination of fees) to such investors than the terms generally applicable to other investors. The Firm, in its sole discretion, may manage other funds or accounts with higher or lower fees, different fee structures and different expense payment arrangements than the Funds. Set forth below is a description of the fees and expenses: Management Fees. Subject to the Firm’s discretion to charge a different amount as applicable to a particular investor of the Funds, the Funds pay to the Firm, on the first business day of each calendar quarter in advance, a management fee (the “Management Fee”) equal to 0.375% (1.5% per annum) of the aggregate capital account balance of each investor of the Funds as of the first day of the applicable calendar quarter, or the first day after each closing with respect to a new investor, as appropriate, which amount is debited against the capital account of such investor. In the event of a withdrawal by an investor of the Funds other than as of the last day of a calendar quarter, a pro rata portion of the Management Fee, based upon the actual number of days remaining in such quarter as of the date of such withdrawal, is repaid by the General Partner to the Funds for credit to such investor’s capital account. Performance Allocation. Subject to certain terms, limitations, and conditions, as of the close of each performance period, a performance-based allocation (the “Performance Allocation”) is re-allocated from the capital account of each Fund investor to the capital account of Palogic Value Management II, LP, an affiliate of the Firm and special limited partner of the Fund. Subject to the Firm’s discretion to charge a different amount as applicable to a particular investor of the Funds, the Performance Allocation is equal to either 20% or 15% of excess profits over preferred return/high-water mark threshold. Every investor in the Fund that is charged such a Performance Allocation is required to be a “qualified client”, as defined in Section 205(a)(1)(d)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Organizational Expenses. The Fund generally bears its own expenses of the organization of the Fund and the offering of the Fund interests to investors, including legal and accounting fees, printing costs, travel, “blue sky” filing fees and expenses and out-of- pocket expenses. The organizational expenses borne by the Fund are described in full detail in the Fund offering documents. Direct Expenses of the Fund. The Fund generally bears all costs and expenses directly related to its investments or prospective investments, including brokerage commissions and other transaction costs, expenses related to proxies, underwriting and private placements, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, custody fees and fees of professional advisers and consultants relating to investments or prospective investments and any withholding or transfer taxes imposed on the Fund or any of the partners. The Fund also generally bears all costs of the administration and operation of the Fund, including (i) accounting, audit and legal expenses, (ii) costs of any litigation or investigation instituted against the Fund or its investors, (iii) the costs, fees and expenses of any outside appraisers, accountants, attorneys or other experts or professionals engaged by the Firm, as well as other expenses directly related to the Fund’s investments, (iv) costs associated with reporting and providing information to existing and prospective investors, (v) any governmental, regulatory, licensing, filing or registration fees incurred in compliance with the rules of any self- regulatory organization or any federal, state or local laws, (vi) costs

related to the preparation of the Fund’s tax returns and keeping of its books and records, (vii) expenses incurred in obtaining systems, research or data providers and other information utilized for portfolio management purposes, including related hardware and software, (viii) costs of holding any meetings of investors, (ix) risk management and Fund compliance costs, and (x) the costs of any liability insurance obtained on behalf of the Fund or the Firm. The Firm may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Fund. The direct expenses borne by the Fund are described in full detail in the Fund offering documents and are deducted monthly. See Item 12 below. Wrap Fee Program The fee for the services provided to clients in the Program (“Program Fee”) is a percentage of the market value of the client’s assets under management pursuant to the IMA. The Program Fee, which can be negotiated, includes the fees for both advisory services and the execution of brokerage transactions. The Program Fee is charged quarterly in advance and is typically deducted directly from the custodial accounts. In the event that an IMA is terminated mid-quarter, the client will be entitled to a pro-rated refund of the pre-paid Program Fee for the applicable quarter based on the number of days remaining in the quarter after the IMA is terminated. In evaluating a Wrap Fee Program, a client should also consider that, depending upon the level of the wrap fee charged by the broker-dealer, the amount of portfolio activity in the client’s account, and other factors, the wrap fee may or may not exceed the aggregate cost of such services if they were to be provided separately. Client portfolios are sometimes invested in third-party, unaffiliated money market funds, mutual funds or Exchange Traded Funds (“ETFs”) where these funds (and ultimately the client) pay a management fee and incur other fees. The Program Fee is separate and distinct from the fees and expenses charged by money market funds, mutual funds and/or ETFs to their shareholders. In most cases, cash balances are part of the total assets on which the Firm charges a management fee. The fund fees will generally include a management fee, other fund expenses and a possible distribution fee. Clients should refer to each fund prospectus for more details on all applicable fees and expenses. Clients should review both the fees charged by the funds and the Firm’s fees to fully understand the total amount of fees to be paid by the client and to evaluate the advisory services being provided. Palogic does not direct investment of clients in the Program’s assets into the Fund or make recommendations to clients in the Program to invest in the Fund. However, Palogic does not prohibit clients in the Program from making an independent decision to invest in the Fund with the acknowledgment regarding the Fund’s fees that are also separate and distinct from the Program Fee. Please refer to the Form ADV Part 2A Appendix 1: Wrap Fee Program brochure for more information on fees and expenses for the Program.

The descriptions set forth in this Disclosure Brochure of specific advisory services we offer to clients, investment strategies and investments we make on behalf of clients should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Disclosure Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. Funds Investment Objective The Funds’ primary investment objective is to achieve significant long-term capital appreciation while limiting the risk of capital loss. The Fund seeks to assess the value of its investments as a function of the underlying business results, prospects and ability to accrete value to the owners of the business (intrinsic value) as compared to the value based on the prevailing market price (market value). Where a disconnect between “intrinsic value” and “market value” exists, the Funds seeks to exploit the gap. The Fund may take long and short positions in a variety of asset classes: common and preferred equity, bonds, notes, options, index securities, hedging instruments such as futures derivatives and currency contracts, private equity and mezzanine securities and any other financial instrument that the Firm believes offers attractive returns. Our overall investment philosophy is value-driven and predicated on fundamental analysis. We invest with a bottom-up approach, focusing on individual companies. We generally do not invest Fund assets with a macroeconomic focus or in industries about which we do not have conviction. Notwithstanding the foregoing, there can be no assurance that the Fund will be able to achieve its investment objective or that an investment in the Funds will be profitable. The Funds’ investment program involves a substantial degree of risk, including the risk of complete loss. In fact, the practice of short selling and the use of leverage, derivatives and other investment techniques employed or that may be employed or utilized by the Funds, in certain circumstances, increases the adverse impact to which the Funds’ investment portfolio is subject. Nothing in this Disclosure Brochure is intended to imply, and no one is or will be authorized to represent, that the Funds’ investment program is low risk or risk free. Investment Philosophy The Firm believes that the marketplace presents opportunities where the market price of a security does not reflect its intrinsic value. Long Investing The Funds’ long investment portfolio seeks opportunities that provide an asymmetrical return on investment coupled with attractive risk/reward characteristics. The General Partner’s bottom-up, fundamental value-approach to investing focuses on fully understanding the resources a business has at its disposal from both an operational and managerial standpoint, and the ability of those resources to generate value for the owners. The General Partner’s methodology often reveals companies that are trading below their net asset value, at a low multiple of visible free cash flow, with attractive standalone valuations in consolidating industries trading at severe discounts to comparable takeout valuations, embedded options in a business that can be bought “for free”, and turnarounds not fully understood or appreciated by the market.

The Adviser focuses on investments in small and mid-capitalization equity securities but realizes the opportunity to find mispriced securities varies by asset class, market capitalization, and geography over time. As such, the Adviser does not plan to limit the universe in which investment opportunities are sought. Short Selling The General Partner uses short positions both as a hedge in conjunction with other investments as well as to profit from the decline in price of a company’s securities. The General Partner believes that its hedging activities reduce exposure to overall market risk, industry risk, and other risks. The General Partner anticipates that outright short candidates are generally companies with negative free cash flow, questionable or aggressive accounting practices, high valuations relative to peers, over-zealous expectations, customer concentration issues, flawed business models, and those facing competitive pressures that the General Partner believes the market does not fully appreciate. Short-term Trading The General Partner generally takes a long-term view of businesses and their prospects. The General Partner realizes that from the time an opportunity is identified and capital deployed until the security is what the General Partner believes to be “fairly valued”, there may be many price swings in the security. The General Partner actively trades the securities in the Fund’s portfolio to take advantage of the short-term supply/demand imbalances while maintaining a long-term view of the company and its prospects. The General Partner attempts to take advantage of over and under reactions to news flow and events that affect companies such as earnings releases, legal settlements, industry data, and technical sell-offs. The General Partner may also attempt to position the Fund to profit from identifiable catalysts that could result in short-term price swings of securities. Investment Process The Fund’s investment process consists of idea generation, research, portfolio construction, and the continuous monitoring of the risk/reward characteristics of each security in the portfolio. Idea Generation Ideas are generated internally through proprietary screens and active monitoring of a broad set of companies in the Fund’s investment universe. The General Partner’s internal efforts are enhanced by relationships with brokers, other money managers and industry experts. The screening methods employed by the Fund are systematic and quantitative. The General Partner leverages its contact base to get a qualitative barometer of the marketplace and to gain insight as to where additional investment opportunities may lie. Research and Analysis During the research process, the General Partner reviews and analyzes financial statements, participates in conference calls, speaks to management of companies, buyside contacts, sell side analysts, competitors, suppliers, industry experts, makes company visits and references a variety of industry publications. Using data collected, the General Partner quantifies what it believes to be fair value of the investment prospect based on a variety of bottom-up, fundamental valuation methodologies including: discounted cash flow analysis, comparable company analysis, private market valuation, and liquidation value. The General Partner’s analyses rely heavily on financial statements and take a balance sheet centric approach to company valuation. The risk/reward characteristics of each investment prospect are evaluated on a standalone basis.

Portfolio Construction If an opportunity is actionable, the General Partner determines the appropriate position size and how best to deploy capital. Such decisions generally are based on the risk/reward profile of the security, the opportunity cost of not being invested, and how the investment relates to the overall portfolio. As the portfolio is built, Palogic attempts to limit systemic and nonsystemic risks using any one of a variety of financial instruments. Monitor The fundamentals and risk/reward characteristics of each position in the Fund’s portfolios are continuously monitored. As new information becomes available, the General Partner adjusts its financial models, reviews the valuation theses, and adjusts the composition of the portfolio to maximize expected returns. Risk Management The General Partner believes its fundamental, bottom-up investment style yields a built-in risk control mechanism. The risk/reward characteristics of all positions added to the portfolio are carefully assessed and continuously monitored. As the portfolio is constructed, a top-down assessment of the portfolio’s risk is evaluated using a variety of metrics and methodologies including gross and net market exposure, sector exposure, concentration in single securities, the liquidity profile of the portfolio in aggregate and a proprietary “Value at Risk” model. The profit and loss of the portfolio is monitored in real-time with alerts set to prompt the General Partner as individual positions move for or against the fund by preset amounts. The General Partner does not expect to employ significant leverage for the portfolio, and generally only uses what is available under Regulation T. The General Partner focuses its investment attention on the public marketplace. However, from time to time the Funds may find opportunities in private equity, private debt, restricted securities, and other illiquid assets in which there is not a readily available market. The Fund attempts to restrict its exposure to these illiquid investments to 10% of the portfolio. Trading, Clearing and Financing Arrangements The Fund implements its investment strategies primarily through trades in financial instruments on various exchanges and markets that facilitate the buying and selling of such instruments (collectively, the “Exchanges”). The Fund’s trades on the various Exchanges are executed through arrangements with appropriately registered broker- dealers, future commission merchants or electronic trading systems. The Fund generally pays brokerage or trading commissions, clearing fees, placement fees and Exchange fees in connection with its trades. The Fund effects transactions on both a cash and margin basis. With respect to Exchange-traded financial instruments, the Fund clears its trades and maintains substantially all of its positions in account(s) with one or more clearing firms that act as prime brokers or in other custodial accounts (including bank accounts) held with a variety of other custodians. The Fund may also enter into over-the-counter transactions, including derivatives and securities lending transactions, with other counterparties. Many of the Funds’ arrangements with prime brokers, custodians and other counterparties permit the Funds to post relatively small margin or collateral and obtain substantial leverage. The Fund assumes the credit risk associated with placing its funds and securities with prime brokers and custodians and entering into contract-based transactions with other counterparties, and the failure or bankruptcy of any of its custodians or other counterparties could have a material adverse impact on the Fund. With respect to margin accounts, the Fund generally is required by each custodian to maintain a certain balance in such accounts, either in the form of cash, financial instruments or a combination of the two. With respect to contract-based transactions, the Funds generally are required to post collateral with the counterparty equal to or exceeding its contractual obligations based on the then-current market prices. Such margin and collateral accounts and the property in such accounts are subject to liens to secure the Fund’s

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Funds The Firm provides investment advisory services to the Funds, based on the particular investment objectives and strategies described in the particular Fund offering documents. The Firm, in its sole discretion, may manage other funds or accounts with different objectives, higher or lower fees and different fee structures than the Funds. The Firm generally requires a minimum investment of $750,000 in the Fund. Pursuant to the terms of the subscription document and as required by SEC regulations, the Firm requires that U.S. investors in the Funds qualify as both “Accredited Investors” and “Qualified Clients.” Each prospective investor generally is required to complete and return various subscription documents to the Fund, which are designed to provide the Fund, the administrator, the Firm and the Firm’s affiliates and agents with important information about the investor. Subscriptions may be accepted or rejected, in whole or in part, in our sole discretion. Wrap Fee Program The Adviser also provides investment advisory services to individual high net worth investors, individual investors, trusts, foundations and charitable organizations, and small entities through the Program. The Adviser does not require that each Program account exceed a minimum asset amount prior to accepting the account holder as a client.

Performance-Based Fees As noted under Item 5 above, the Firm generally receives a Performance Allocation from the Funds, as more fully described in the Funds’ offering documents. The Performance Allocation arrangements may give the Firm an incentive to engage in more speculative investment strategies in order to potentially receive greater compensation. In addition, because the Performance Allocation arrangement with respect to the Fund may be calculated on a basis that includes both realized and unrealized appreciation in portfolios based upon values assigned by us or administrators, we face a conflict of interest in valuing those portfolios. Certain of our individual employees and affiliates who are compensated to some extent based upon investment profits for which they are responsible face the same potential conflicts. The clients in the Program are not subject to any performance-based fees. Side-By-Side Management Palogic advises different clients (e.g., the Funds, clients in the Program). Multiple clients in the Program typically have investment strategies that are similar to, the same as, overlapping with, or different from, those of the Funds, and may invest alongside the Funds (directly or indirectly) in all or certain of such investments. Palogic is only entitled to performance-based fees from the Funds. As such, the Adviser may have actual or potential conflicts of interest between the Funds and the clients in the Program with respect to the allocation of investment opportunities, allocation of time management from one account over another, conflicts in allocation of trades, and conflicts based on fees. For example, given that the Funds are subject to performance-based compensation, there is an economic incentive for Palogic to allocate investments to the Funds. The Adviser’s approach to its investment process is collaborative and supportive to help ensure coverage for client accounts and help mitigate these conflicts. The Adviser’s general policy is to attempt to allocate in its sole discretion in a manner which it believes to be fair and equitable after taking in factors and considerations such as investment guidelines, risk, size and nature of the investments among other factors. The Firm has implemented an Allocation of Investment Opportunities policy and follows procedures it believes are reasonably designed to help ensure clients are treated fairly over time, and to prevent conflicts from influencing the allocation of investment opportunities among clients. We address this conflict through full and fair disclosure in the applicable governing, offering and/or account documents and this Disclosure Brochure. Please refer to the Form ADV Part 2A Appendix 1: Wrap Fee Program brochure for more information on side-by-side management among the clients in the Program.

The Firm is not registered, and does not have an application pending to register, as a broker-dealer or registered representative of a broker-dealer. Currently, no employees of the Firm are registered representatives of a brokerdealer. Neither the Firm nor any of its Principals are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities. The Firm has no relationships or arrangements with any related person listed in the instructions to Item 10.C. that are material to its advisory business or to its clients. The Firm does not recommend or select other investment advisers for its clients.

Code of Ethics and Personal Trading Policy The Firm has adopted a code of ethics and personal trading policy (“Code of Ethics”) in furtherance of its compliance with applicable laws. The Firm prohibits employees from using or attempting to use their position at the Firm to obtain improper benefits for themselves or any other person. The Firm’s Code of Ethics permits employees to invest for their personal accounts (subject to certain guidelines and restrictions, discussed further below under “Personal Trading”) which may create a conflict of interest with the investors. In order to address these conflicts and prevent improper trading by personnel of the Firm, it has adopted various procedures detailed in its Code of Ethics. Among other things, the Firm’s policies require that all personal securities transactions, subject to various exemptions (as detailed by the Code of Ethics) including IPOs and private security investments made by employees be approved in advance by the Firm’s CCO or designee. The CCO or designee will review the employees’ personal trade request(s) and determine if at the time the personal trade conflicts with a current or pending Firm trade. If a conflict exists, the employee may not be permitted to execute the trade in their personal account. Additionally, employees must report certain personal securities holdings upon employment as well as complete quarterly certifications of their personal securities transactions. The Firm has also adopted policies and procedures designed to prevent employees from being unduly influenced in their decisions by receipt of gifts, entertainment, or other inducements by third parties, such as trading counterparties, vendors or investors. Palogic does not direct investment of clients in the Program’s assets into the Fund or make recommendations to clients in the Program to invest in the Fund. However, Palogic does not prohibit clients in the Program from making an independent decision to invest in the Fund with the acknowledgment regarding the Fund’s fees that are also separate and distinct from the Program Fee. Outside Activities Some of the Firm’s Principals or employees serve and/or may in the future serve, but currently do not serve, on the management committees, boards of directors, or in other capacities of various organizations or companies in which the Adviser invests. Any such employee could have a conflict of interest between discharging their obligation in such capacities and acting in the best interest of a Funds, and would typically receive compensation (whether in the form of incentive awards or otherwise) in their capacities as a director, officer or agent of such organizations or companies and are not required to share such compensation with the Fund. The Firm has adopted various policies and procedures to address potential conflicts of interest arising from outside business activities, including but not limited to pre-approval of such activities and periodically updated disclosures. The Funds and the Program do not limit the Firm’s ability or any related person’s ability to form or manage other funds or accounts of any nature whatsoever. The Firm has adopted fee, expense and investment allocation policies and procedures to address any potential conflict among said funds and accounts with overlapping mandates or investment periods. Subject to the foregoing, there are no limitations on the Firm’s ability or any related person’s ability to engage in other business or investment activities, whether related or unrelated to the Fund or the Program. Outside of quarterly disclosure requirements to the Firm’s CCO or designee, the Firm and its related persons are not subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities to the Fund or clients in the Program, or any restrictions on the nature or timing of investments for the Fund or clients in the Program, the Firm’s proprietary accounts or the Firm’s related person’s proprietary accounts. The Firm’s owners and employees are not obligated to devote any specific amount of time to the affairs of the Firm, the Fund or the Program and they are not required to accord any exclusivity or priority to the Fund or any clients in the Program or account in the event of “limited availability” investment opportunities and, as a result, conflicts of interest may arise.

These potential conflicts of interest are addressed via policies and procedures related to Personal Trading and Outside Activities. Insider Trading During its investment activities or otherwise, the Firm or its personnel may acquire confidential or material non- public information or otherwise be restricted in their investment activities, and, in such event, the Firm and such related persons may not be free to act upon such information. Due to such information or restrictions, the Firm may not initiate a transaction for a Fund or account that the Firm may otherwise have initiated, and such Fund or account may, as a result, be required to maintain a position that it otherwise might have sold or be required to refrain from acquiring a position that it otherwise may have acquired. The Firm maintains policies and procedures, including in its Code of Ethics, and trains all personnel on, the identification and proper handling of such information, including as to personal securities transactions. A copy of the Adviser’s Code of Ethics is available to any Client or prospective investor upon request. Personal Trading Neither we nor our related persons recommend to clients, buys or sells for client accounts, securities in which we or our related persons have a material financial interest. Our employees, excluding Portfolio Managers (as defined below), are permitted to engage in personal investment activities that involve or may involve a conflict of interest with the investment activities of clients. From time to time, employees may purchase or dispose of securities of the same class or issuer as those owned by clients, and clients may purchase or dispose of securities of the same class or issuer as those owned by employees. We have adopted policies and procedures to address and mitigate these potential conflicts, including the requirement to seek prior approval from the Firm’s chief compliance officer for proposed trades that may conflict with client trades and the adoption of restrictive trading window for employee trades that may coincide with client trades. Portfolio Managers (the “Portfolio Managers”), as defined by the Firm, are prohibited from owning an outside personal trading account, except that of a product offered by the Firm, such as participation in the Fund or the Program, a third-party managed separately managed account, or such brokerage account that transacts exclusively in ETFs or mutual funds.

Brokerage for the Funds The Firm generally has discretion to determine, subject to the Funds’ disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries used in effecting the transactions for the Fund, and the commission rates to be paid for such transactions. The Firm does not permit the Fund to direct brokerage to a specified broker-dealer. All brokerage transactions will be executed through the broker-dealers selected by the Firm. The Firm selects the broker-dealers and other financial intermediaries used to effect transactions on behalf of the Fund. The Firm seeks to obtain “best execution” from these broker-dealers based on a variety of factors. In selecting brokerdealers to effect portfolio transactions, the Firm may cause the Funds to enter into arrangements pursuant to which the client pays transaction costs in an amount greater than would be incurred if another broker-dealer were used. The Firm is not required to solicit competitive bids or seek the lowest available commission or transaction costs. The transactions executed may be cleared through, and the Fund’s investment instruments may be held by a number of financial institutions the Firm selects on terms negotiated with each such financial institution individually. Subject to the Firm’s agreement with the Fund, the Firm generally will use a variety of financial institutions both to take advantage of differing expertise and capabilities and to avoid, due to credit concerns, having all investment instruments concentrated at one firm. In selecting or recommending brokers, we generally do not consider whether we or our related persons receive client or investor referrals from such brokers. Brokerage for the Wrap Fee Program The Firm does not permit clients in the Program to direct brokerage to a specified broker-dealer, as the Firm has entered into a service agreement with Raymond James & Associates, Inc., member New York Stock Exchange/SIPC, (“Raymond James”) as carrying broker and custodian for the Program. Raymond James provides custody services for clients in the Program and executes, clears, and settles orders with respect to client accounts in the Program, makes valuations and other information with respect to publicly traded securities credited to client accounts in the Program available upon request and certain other services from time to time. Raymond James may receive compensation related to client accounts in a variety of ways, including but not limited to margin accounts and security-based lending, credit balance spreads, investment funds, insurance structured products, alternative investments and other products. The Program Fee includes the costs incurred in executing transactions for its clients, including the fees for execution of brokerage transactions. Pursuant to a Client Benefit Confirmation Agreement with Raymond James, Palogic may receive a client cash benefit (the “Client Benefit Program”) from Raymond James based on total regulatory assets under management in the Program, which presents a conflict of interest between clients in the Program and the Firm. For additional information regarding the Client Benefit Program, clients can contact the Adviser. In addition, Palogic may receive reimbursement of expenses from Raymond James as well as other benefits to help offset costs associated with establishing the Program. Please refer to the Form ADV Part 2A Appendix 1: Wrap Fee Program brochure for more information. Soft Dollars The Firm or its affiliates may receive products and services from brokers dealers in addition to brokerage services. A portion of the commissions generated on brokerage transactions may generate “soft dollar” credits that the Firm is authorized to use to pay for research and other non-research related services and products used by the Firm or its affiliates. The Firm may enter into “soft dollar” arrangements with one or more broker-dealers whereby the Firm will direct securities transactions to the broker-dealer in return for research products and services from the broker-dealer.

Although the Firm will use the research and services in making investment decisions for the Funds and clients in the Program, the Firm’s use of such research or services for other accounts means clients will generally pay more than the lowest available commissions for execution of these transactions. The Firm may also enter into “soft dollar” arrangements to cover expenses or costs of the Funds and/or the Program and expenses of the Firm to the extent such arrangements are permitted by law. The Firm has authority to use “soft dollar” credits generated by the clients’ securities transactions to pay for expenses that might otherwise have been borne by the Firm. This may give the Firm an incentive to select brokers or dealers for client transactions, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by the Firm rather than giving exclusive consideration to the interests of clients. In the event that the Firm elects to use soft dollars, it intends to limit such use to services that fall within the safe harbor afforded by Section 28(e) of the Exchange Act or such services that are otherwise reasonably related to the investment decision-making process. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). The use of brokerage commissions to obtain investment research services and to pay for the administrative costs and expenses of the Firm creates a conflict of interest between the Firm and the Fund, because the Fund pays for such products and services that are not exclusively for the benefit of the Fund and that may be primarily or exclusively for the benefit of the Firm or clients in the Program. This conflict of interest with respect to soft dollars is not present to the same extent with respect to clients in the Program since the cost of brokerage commissions is included in the Program Fee. To the extent that the Firm is able to acquire these products and services without expending its own resources (including management fees paid by the Fund), the Firm’s use of “soft-dollars” would tend to increase the Firm’s profitability. In addition, the availability of these non-monetary benefits may influence the Firm to select one broker rather than another to perform services for the Fund. The Fund’s offering documents and the IMA for the Program specifically authorize these practices to the fullest extent permitted by law. During the last fiscal year, we did not acquire any soft dollars. Order Aggregation In general (and when applicable), the Firm attempts to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for the Firm’s clients. The Adviser is afforded significant discretion to determine the timing, extent, and nature of investment decisions on behalf of clients. Palogic may not conduct transactions on behalf of all clients in which they are responsible for at the same time, to the same degree, or in the same manner regardless of whether any or all clients have similar account sizes, diversification requirements, investment objectives, risk tolerance, cash availability, and tax preferences. In an effort to help ensure allocations do not intentionally favor one client over another, the Adviser utilizes different investment strategies based on market capitalization. Typically, the market capitalization of securities for the pooled investment vehicles are smaller while the wrap program is generally larger in size. The difference in market capitalization of these securities helps mitigate potential conflicts as there is not a significant overlap. Generally, prior to executing a transaction for client accounts in the Program, a pre-trade allocation is determined by the Firm and client accounts are typically allocated pro-rata. Although there is generally little overlap between clients in the Program and Fund clients, allocations between Program and Fund clients are generally done on a pro-rata basis. The Adviser is afforded significant discretion to determine the timing, extent, and nature of investment decisions and may not conduct transactions to the same degree, at the same time, or in the same manner. In circumstances where overlap

may exist, however, the Adviser maintains policies and procedures including an allocation policy to treat clients in a fair and equitable manner.

Except as described in Item 12 above, including with respect to the Client Benefit Program, the Firm does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to the Fund. On or about March 21, 2022, the Adviser entered into an Asset Purchase Agreement with Peters Wealth Management (“PWM”), formerly an SEC-registered investment adviser, for the purchase of substantially all of PWM’s business in consideration for a promissory note issued by the Adviser payable to PWM with fixed principal and interest payments over a 10-year period. The Firm does not have any agreement with a third-party placement agent to direct investors to the Fund or clients to the Program and does not otherwise compensate anyone for referring clients to the Firm.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the adviser or the integrity of adviser’s management. There are no legal, regulatory, or disciplinary events involving the Firm or its Principals. Palogic values the trust clients/investors place in the Firm. The Firm encourages clients/investors to perform the requisite due diligence on any adviser or service provider that the client/investor engages. The backgrounds of the Firm and its advisory persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov.

The Principals are responsible for reviewing the Funds and clients in the Program’s investment portfolios. The Principals commonly perform daily reviews of positions as they deem appropriate. Among other items, we consider the valuation of holdings, expected rates of return, investment diversification and risk factors based upon the stated investment goals and objectives for the client during said reviews. Accounts are reviewed in the context of each client’s stated investment objectives and guidelines. The Firm conducts reviews of accounts on a periodic basis. With respect to accounting matters, we have engaged KPMG LLP to conduct an annual audit of the financial statements for each of the Funds. We, our administrator and/or our auditor generally provide investors in the Funds annual audited financial statements, quarterly portfolio performance reports and annual U.S. income tax information. All such reports are written. The Firm and/or the Funds also provide custom reporting to certain investors upon their request that is not distributed or otherwise made available to other investors. This custom reporting may provide the recipients with more fulsome and/or more timely insights into the performance and securities composition of the Funds. The Funds mayalso enter into side letter agreements with certain investors that provide, among other things, the ability to redeem their interests from the Fund with shorter notice or otherwise more rapidly than other investors. The Firm may in its sole discretion waive redemption restrictions and/or notice requirements. While the Firm has the discretion to offer such custom reporting and special redemption rights pursuant to the Fund offering documents, this may create a conflict of interest in terms of advantaging the recipient investors over other investors. Especially during periods of market volatility, they may, for example, be able to see trends in the Funds earlier and act on them earlier while maximizing their value potentially at the expense of other investors without such custom reporting or special redemption rights. The Firm has established policies and procedures to mitigate this potential conflict of interest to balance its fiduciary and other duties against the foregoing special rights by preventing those special rights from materially negatively impacting the Funds. Wrap Fee Program Client accounts are reviewed on an ongoing basis, but no less than annually. Clients are advised that it remains their responsibility to make the Adviser aware of any changes in their investment objectives or financial situation. Clients are also provided, at least quarterly, with written transaction confirmation notices and regular unaudited summary account statements directly from Raymond James. Clients in the Program, through Raymond James, will have online account access to their account and may receive reports at their discretion by logging into their account. All clients (in person or via telephone) are encouraged to review financial planning issues, as applicable, investment objectives and account performance with the Adviser on an annual basis.

We have, or may be deemed to have, custody of the Funds’ and clients in the Program’s assets and securities for purposes of Rule 206(4)-2 under the Advisers Act. To the extent required by Rule 206(4)-2 under the Advisers Act, each client’s cash and securities (except for privately offered securities) are held with one or more qualified custodians selected by us or an affiliate. We may change the custodians at any time and from time to time without the consent of, or notice to, investors. As noted in Item 13 above, Fund investors receive annual financial statements audited by an independent public accounting firm. Fund investors are urged to carefully review such statements. Qualified custodians do not provide statements directly to investors in the Funds. Wrap Fee Program Raymond James is the carrying broker and custodian for the Program’s clients. As noted in Item 13 above, the custodian sends quarterly statements to Program clients and regular unaudited summary account reports. Clients have online access to their accounts and may receive additional reports at their discretion by logging into their account. Clients should carefully review these statements and reports.

Discretionary Authority The Firm exercises discretion in managing the investments of the Funds and clients in the Program, based on its particular investment objectives, policies and strategies disclosed in such Fund offering documents pursuant the Fund governing and operating documents and IMAs. The Firm generally has the authority to determine the broker-dealer, futures commission merchant or other counterparty to be used for client transactions and the negotiation of commission rates and other considerations to be paid by the client. Limited Power of Attorney Each investor in the Funds generally grants us or our affiliate a limited power of attorney to enable us or our affiliate to execute the applicable partnership agreement and various other related matters on their behalf. We also have the authority to conduct authorized trading and investment activities on behalf of each of our clients.

The Firm has the authority to vote proxies with respect to securities owned by the Funds. The Firm follows a proxy voting policy to ensure that proxies the firm votes, on behalf of the Funds, are voted to further the best interest of that Fund. The policy establishes a mechanism to address any conflicts of interest between the Firm and the Fund. Further, the policy establishes how Fund investors may obtain information on how the proxies have been voted. The Firm determines how to vote after studying the proxy materials and any other materials that may be necessary or beneficial to voting. The Firm votes proxies in a manner that it believes reasonably furthers the best interests of the Fund and its investors and is consistent with the investment philosophy as set forth in the relevant Fund offering documents. Investors generally may not direct or otherwise influence our vote with respect to any particular proxy solicitation. If a proxy vote creates a material conflict between the interests of the Firm and a Funds, the Firm will resolve the conflict before voting the proxies. The Firm will take steps designed to ensure that a decision to vote the proxy was based on the Firm’s determination of the Fund’s best interest and was not the product of the conflict. The Firm maintains records of (i) all proxy votes that are made on behalf of the Funds; (ii) all written requests from Fund investors regarding voting history; and (iii) all responses (written and oral) to investors’ requests. Such records and a copy of the Firm’s proxy voting policy are available to the Fund investors upon request. Wrap Fee Program Unless agreed otherwise in writing, we are precluded from and the Program client will be responsible for: (a) directing the manner in which proxies solicited by issuers of securities beneficially owned will be voted, and (b) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the securities in the account. The Program authorizes and directs Palogic to instruct the Custodian to forward copies of all proxies and shareholder communications.

Neither the Firm, nor its Principals, have any adverse financial situation that would reasonably impair the ability of the Firm to meet all obligations to its Client(s). Neither the Firm, nor any of its Principals, have been subject to a bankruptcy or financial compromise. The Firm does not collect advance fees of $1,200 or more for services to be performed six (6) months or more in the future.