Sophis Investments LLC: investment adviser

The Adviser is registered with the Securities & Exchange Commission, and as required, has submitted notice filings with the States of Connecticut, New York and New Jersey. B. Description of Advisory Services. Sophis Investments provides discretionary portfolio management services to clients. Sophis Investments offers clients a concentrated investment strategy that focuses primarily on investing in a limited number of long equity positions. Sophis Investments employs “bottom-up” analysis and fundamental research to identify investment opportunities for execution of the investment strategy. Please refer to the Investment Strategies, Methods of Analysis, and Risk of Loss section for a more detailed description of the Adviser’s investment strategy. In addition to Sophis Investments’ principal investment strategies, the firm provides tailored investment advisory services as applicable to clients. C. Availability of Customized Services for Individual Clients. Sophis Investments accepts investor-imposed restrictions or parameters with respect to its separately managed accounts and is willing to tailor the advisory services it provides to each client, in writing typically on an exhibit or schedule attached to the investment management agreement. While the Adviser intends for separately managed accounts advised under the same or similar investment strategy to generally hold, to the extent practicable, similar securities with one another, each account’s net asset value, regulatory, tax, and suitability, among other considerations, may contribute to investments and investment performance differing significantly among accounts. D. Wrap Fee Programs. The Adviser does not participate in any wrap fee programs. E. Regulatory Assets Under Management. As of March 29, 2026, the Adviser manages approximately $82,990,362 of client assets on a discretionary basis and $38,483,144 of client assets on a non-discretionary basis.

Generally, for a new client, the fee for the quarter will be pro-rated based upon the number of calendar days in the calendar quarter from the latter of the effective date of the executed agreement or the date the account is funded. Sophis Investments may, at its discretion, agree to accept payment of management fees quarterly in advance. For a terminating client, the fee for the quarter will be pro-rated over the period during which the contract was in effect in accordance with provisions in such client’s agreement. For most clients, Sophis Investments calculates, reviews, approves and submits quarterly fees to the custodian, and the custodian deducts the fees directly from the client's custodial account(s), in accordance with client advisory and custodial agreement provisions. However, clients can elect to pay fees via a check or wire. Sophis Investments also offers certain qualified clients the option to pay a performancebased fee (in lieu of a management fee), equal to 10% to 20% of the net capital increase of a client’s account earned over an agreed upon accounting period, typically payable in arrears quarterly. This amount is assessed against any realized and unrealized net profits, subject to a standard loss carryforward provision (i.e. a “high watermark”) designed to ensure that any prior losses are recouped before any performance-based fee is payable. The Adviser may waive or reduce the performance-based fee with respect to the capital accounts of any client at its sole discretion. In addition to any management fees, or performance-based fees, charged by Sophis Investments, clients will incur trading costs and custodial fees (please refer to the Brokerage Practices section for more information). To the extent that clients’ accounts are invested in mutual funds or exchange-traded funds, those funds pay a separate layer of management fees, trading, administrative, and other expenses which are described in each respective fund’s offering documents (i.e., prospectus). In response to adverse or unusual market, economic, political, or other conditions as determined by the Adviser, Sophis Investments may take temporary defensive positions (e.g., cash) for clients. At these times, clients must be aware that there are less expensive alternatives available for cash management.

Additionally, performance-based fees may create an incentive for the Adviser to make investments that carry a higher degree of risk to the client or are more speculative than would be the case in the absence of performance-based fees. The Adviser may also be incentivized to support or facilitate short-term actions that crystallize performance fees at the expense of a longer-term strategy that the Adviser might otherwise pursue potentially superior in absolute return. Sophis Investments has designed and implemented an allocation policy that addresses these conflicts of interest to ensure all clients are treated fairly and equitably.

Sophis Investments’ investment strategy is generally long-term and intended to have relatively low portfolio turnover. Sophis Investments’ investment management strategy for clients is developed and implemented using the following company principles as guidelines: • • • • •

Think independently Invest in high-return businesses run for the shareholders Pay only a reasonable price, even for an excellent business Invest for the long-term Do not diversify excessively

Generally, Sophis Investments believes that identifying a significant difference between the market value of a security and the intrinsic value of that security is what defines an investment opportunity. Sophis Investments’ primary method of analysis is fundamental research. Typically, this research involves scrutinizing corporate reports, press releases, financial statements, documents filed with the SEC or other regulatory entities, court filings, newspaper, magazine, internet articles, audio or transcripts of conference calls, presentations, conversations with the firm and/or competitors, and thirdparty research materials. Sophis Investments’ avenues of investment can be broken down into two categories. These categories have different behavior characteristics, and how capital is divided among them will have an important effect on the Adviser’s results. The actual percentage division among categories is to some degree planned, but to a great extent, accidental, based upon availability factors. The first category consists of generally undervalued securities (hereinafter called "generals") where the Adviser has nothing to say about corporate policies and no timetable as to when the undervaluation may correct itself. Sometimes these work out very fast; many times they take years. It is difficult at the time of purchase to know any specific reason why they should appreciate in price. However, because of this lack of glamour or anything pending which might create immediate favorable market action, they are available at very cheap prices. A lot of value can be obtained for the price paid. This substantial excess of value creates a comfortable margin of safety in each transaction. This individual margin of safety, coupled with a diversity of commitments creates a most attractive package of safety and appreciation potential. The Adviser does not go into these generals with the idea of getting the last nickel, but are usually quite content selling out at some intermediate level between its purchase price and what it regards as fair value to a private owner. The generals tend to behave market-wise very much in sympathy with the broad market. Just because something is cheap does not mean it is not going to go

down. During abrupt downward movements in the market, this segment may very well go down percentage-wise just as much as, or more than, the broad market. The second category consists of “special situations.” These are securities whose financial results depend on corporate action rather than supply and demand factors created by buyers and sellers of securities. In other words, they are securities with a timetable where Sophis Investments can predict, within reasonable error limits, when it will get how much and what might upset the applecart. Corporate events such as mergers, liquidations, reorganizations, spin-offs, etc., lead to special situations. Special situations are expected to produce reasonably stable earnings from year to year, to a large extent irrespective of the course of the broad market. Accordingly, if Sophis Investments operates throughout a year with a large portion of its portfolio in special situations, it may look extremely good if it turns out to be a declining year for the market or quite bad if it is a strongly advancing year. Tassos Recachinas has final authority to make investment decisions on behalf of clients. Vijay Malik has final authority to make investment decisions on behalf of certain clients. Edward I. O’Brien, Chairman, has final authority to make investment decisions on behalf of certain clients. George V. Merrill, Managing Director & Senior Portfolio Manager, has final authority to make investment decisions on behalf of certain clients. Walter E. (Skip) Auch, Jr., Managing Director, has final authority to make investment decisions on behalf of certain clients. B. Risk of Loss. All investing involves a risk of loss that clients should be prepared to bear. The investment strategy offered by Sophis Investments could lose money over short and/or long periods of time. Identifying undervalued securities and other assets is difficult, and there are no assurances that Sophis Investments’ investment strategy will succeed. Furthermore, clients may be forced to hold such investments for a substantial period of time and/or liquidate them before realizing any anticipated value. Sophis Investments cannot give any guarantee that it will achieve a client’s investment objectives, that a client will receive a return of their investment or that a client not incur potentially significant losses. Below is a summary of potentially material risks for each significant Sophis Investments’ investment strategy used, the methods of analysis used and/or the particular type of security recommended. Dependence on Key Individuals – The management of client portfolios is dependent on the continued service and active investment efforts of our senior personnel. Lack of Diversification – The Adviser’s investment strategy will generally hold less than 20 stocks, which means that it may invest a greater percentage of its assets in the securities of fewer issuers. Holding fewer securities may increase volatility of returns. Stock Market Risk – There is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. Underlying Business Risks – Investments in securities entails all the risks associated with the underlying businesses, including reliance on a company’s managers and their ability to execute business strategies. In addition, all businesses face risks such as adverse changes in regulatory requirements, interest rate and currency fluctuations, general economic downturns, changes in political situations, market competitions and other factors. Sophis Investments will not have day-to-day control over any company in which it invests for clients.

Sophis Investments and any affiliates are not obligated to devote any specific amount of time to the affairs of any separately managed account. In managing other clients, Sophis Investments and its affiliates may take positions that are different from, or inconsistent with, the positions taken by any other account. Clients will not be entitled to inspect any of the Adviser’s affiliate or client trading records. Sophis Investments’ affiliates engage in various business activities, including noninvestment-related and consulting activities, with such activities intersecting with those of Adviser and clients. While Adviser must act in the client's best interests, Adviser’s affiliates operate independently and according to their own business objectives, which may diverge from or compete with client interests, creating the potential for a conflict of interest. During the course of implementing its investment program, Adviser may, directly or indirectly by or through its affiliates, negotiate and enter into agreements with issuers, counterparties, or other third parties that may contain terms that could be perceived as suboptimal for the client or more favorable to the Adviser, its affiliates', or certain of its other clients’ interests. There is no assurance or guarantee that such agreements will be optimal or satisfactory to clients.

The Adviser maintains a “restricted list” that includes, among other things, the names of companies whose securities are subject to a complete ban on sales or purchases because the Adviser has knowledge of material nonpublic information regarding such companies, as well as the names of companies that the Adviser is activity transacting in or considering for potential investment on behalf of clients. The preclearance process is designed to ensure that personal trading does not occur in securities of companies on the restricted list without prior approval. In addition, the Adviser’s code of ethics highlights the fiduciary duty that Sophis Investments owes to its clients, including the affirmative duty to act in the best interests of its clients and to make full and fair disclosure of material facts. Sophis Investments expects each supervised person to act with integrity, competence, dignity, and in an ethical manner when dealing with the public, client accounts, investors and prospective investors of the Adviser, service providers and fellow supervised persons. Sophis Investments also expects supervised persons to adhere to the highest standards with respect to any potential conflict of interest with clients. The Adviser’s personnel are required to certify their compliance with the Code of Ethics, and the Insider Trading Policies, on a periodic basis. The Adviser’s Insider Trading Policies prohibit the Adviser and its personnel from trading for client accounts or themselves, or recommend trading, in securities of a company while in possession of restricted material, non-public information about the relevant issuer in violation of the law (“Inside Information”). By reason of its various activities, the Adviser may become privy to Inside Information or be restricted from effecting transactions in investments that might otherwise have been initiated. The Adviser has designed and implemented policies in order to comply with the requirements of the federal securities laws relating to insider trading. Among other things, those policies and procedures seek to control and monitor the flow of Inside Information (if any) to and within the Adviser, as well as prevent trading on the basis of Inside Information in violation of the law. Clients may request a copy of the Code of Ethics by contacting the Adviser at the address or telephone number listed on the first page of this document.

B. Securities in which the Adviser or a Related Person Has a Material Financial Interest. 1.

Cross Trades

Subject to certain terms and conditions and to the extent permitted by law and as deemed advisable the Adviser, the Adviser may effect rebalancing or internal cross-transactions among the separately managed accounts. When that happens, one client account purchases securities or other financial instruments held by one or more of the other client accounts or sells securities or other financial instruments to one or more of the other client accounts. The Adviser effects these transactions at a predetermined time, pursuant to a methodology that is intended to result in the corresponding accounts generally holding the securities or other financial instruments being rebalanced on a proportionate basis relative to their respective net asset values, or as otherwise appropriate. The Adviser may, however, abstain from effecting a cross-transaction or only effect a partial cross-transaction if it determines in its sole discretion that a cross-transaction or a portion thereof is not in the best interests of a client account (for example, because a security or financial instrument is held by such account in the appropriate ratio relative to its net asset value, or because a security or financial instrument should be divested, in whole or in part, by the other account) or as a result of tax, regulatory, risk or other considerations. As a consequence, the portfolio of investments held by any account may at any time differ significantly from those held by the other client accounts. The Adviser effects these cross-transactions based on then current independent market prices and consistent with valuation procedures established by the Adviser, which may vary from time to time. Neither the Adviser nor any of its affiliates receive any compensation in connection with crosstransactions. In addition, these cross-transactions are generally effected without brokerage commissions being charged. 2.

Principal Transactions

To the extent that cross-transactions may be viewed as principal transactions due to the ownership interest in separately managed account by the Adviser and its personnel, the Adviser will either not effect such transactions or comply with the requirements of Section 206(3) of the U.S. Investment Advisers Act of 1940, as amended, including that the Adviser will notify the relevant client (or an independent representative of the client) in writing of the transaction and obtain the consent of the client (or an independent representative of that client), and any other applicable law or regulation. C. Investing in Securities that the Adviser or a Related Person Recommends to Clients. The Adviser’s personal trading policy is described in 11(A). D. Conflicts of Interest Created by Contemporaneous Trading. 1.

Allocations of Trades and Investment Opportunities

It is the policy of the Adviser to allocate new investment opportunities fairly and equitably over time. This means that a proposed investment opportunity will generally be allocated among those client accounts for which participation in the investment opportunity is considered appropriate, taking into account, among other considerations, (a) the risk-return profile of the proposed investment opportunity in light of an account’s objectives (whether such objectives are considered solely in connection with the specific investment opportunity or in the context of such account’s overall

holdings); (b) the potential for the proposed investment to create an imbalance in an account’s portfolio; (c) liquidity requirements of the account or anticipated cash flows (including as a result of subscriptions and redemptions or withdrawals, as applicable); (d) tax considerations; (e) regulatory restrictions that would or could limit an account’s ability to participate in the proposed investment opportunity; and (f) any need to resize risk in the account’s portfolio. The Adviser expects to allocate investment opportunities among the separately managed accounts on a proportionate basis pursuant to policies that are intended to result in separately managed accounts advised under the same or similar investment strategy to generally hold, to the extent practicable, similar securities and financial instruments with one another relative to their respective net asset values. However, each account’s net asset value, regulatory, tax and other considerations, such as those described above, may contribute to investments differing significantly among accounts, and may further result in allocations among separately managed accounts to be made on a different basis. Similarly, as a result of the considerations described above, an account may increase its exposure to an existing investment position, while other accounts may not participate in such increase, or vice versa. 2.

Order Aggregation and Average Pricing

The Adviser may, but is not obligated to, bunch orders for the purchase or sale of the same securities for the separately managed accounts of the Adviser and its affiliates, where the Adviser deems this to be appropriate, in the best interests of clients and consistent with applicable regulatory requirements. When a bunched order is filled in its entirety, each participating separately managed account, participates at the average price for the bunched order, and transaction costs are shared pro rata based on each client’s participation in the bunched order. When a bunched order is only partially filled, the securities purchased are allocated on a pro rata basis to each client participating in the bunched order based upon the initial amount requested for the client, subject to certain exceptions, and each participating client participates at the average share price for the bunched order on the same day.

Sophis Investments has authority to use broker-dealers other than Schwab or Pershing to execute trades for client accounts maintained at Schwab or Pershing, but this practice may result in additional costs to clients; therefore, Sophis Investments is more likely to place trades through Schwab or Pershing rather than other brokerdealers. Schwab or Pershing’s fee schedules may be higher, but not significantly so, than those available from other brokers for similar services. For Sophis Investments’ client accounts maintained by an independent custodian, such custodians generally does not charge separately for custody, but are compensated by account holders through fees for additional services, such as wire fees, when applicable. Clients that custody assets outside of Schwab or Pershing may pay higher fees and charges for transactions, and may not get the most favorable execution of their transactions. Sophis Investments does not maintain a formal soft dollar arrangement with any brokers. Schwab and Pershing provide Sophis Investments with access to its institutional trading and operations services including software and other technology not typically available to their retail customers. These services are generally available to Sophis Investments according to a pricing schedule based upon Sophis Investments’ expectation that clients would place a specified dollar amount of assets in accounts within a specified period of time. Access to these services is not based on client commissions paid to Schwab or Pershing. Receipt of products and/or services may create an incentive for Sophis Investments to recommend Schwab or Pershing and may be viewed as a conflict of interest. To mitigate potential conflicts, Sophis Investments conducts a periodic best execution review that includes an assessment of the pricing and services received from Schwab or Pershing. Sophis Investments’ policy is to treat all clients fairly and equitably with respect to the aggregation and allocation of orders. Sophis Investments generally aggregates orders for client accounts for trade execution with the same broker. When orders are aggregated, each participating account will be allocated securities on an average price basis and pay their share of transaction costs. As described above in the Code of Ethics, Participation or Interest in Client Transactions and Personal Trading section, it is anticipated that all accounts managed by Sophis Investments pursuant to the same investment policy or mandate will have a substantially similar percentage of assets in each security. Instances in which client account orders may not be aggregated include, but are not limited to, the following: • • • •

Transactions of similar securities are executed at different brokers. Client imposed investment objectives or restrictions do not allow for participation in an order; The timing of actual or anticipated capital additions or withdrawals by clients; and/or Sophis Investments decides not to aggregate an order(s) because of tax, legal, regulatory, market conditions, or administrative reasons.

On occasion, if an order is partially filled, participating accounts will receive a pro rata average priced allocation of the order, and Sophis Investments will seek to complete any unfilled orders on the next trading day. A partial fill order that is fully filled over multiple days may result in multiple transaction charges; Sophis Investments, however, expects partial fill orders to occur from time to time, and such orders should not have a material effect on clients’ account performance. In certain instances (e.g., new accounts, terminating accounts, add-on capital, partial withdrawals), Sophis Investments may purchase or sell securities for client accounts when other client accounts are not purchasing or selling the same security.

Additionally, Sophis Investments sends separate investment reports to clients on at least a quarterly basis. Sophis Investments’ principals are available to clients for consultation and, at least annually, Sophis Investments will contact each client, in writing, with a request to notify the firm if their financial situation or investment objectives have changed, and whether the client wishes to request, modify, or eliminate any reasonable investment restrictions on their account(s).

Clients should carefully review their custodian statement(s), and should compare these statement(s) to any account information provided by Sophis Investments. It is the policy of the Adviser to not have or take custody of client funds or securities, except to the extent that such custody is solely as a consequence of (i) the firm’s authority to make withdrawals from client accounts to pay advisory fees, and/or (ii) the firm’s authority to disburse funds as specifically designated by a client pursuant to a standing letter of instruction or other similar asset transfer authorization arrangement established by a client with a qualified custodian (“SLOA”). To the extent that the Adviser is deemed to have custody of client funds and securities solely as a consequence of its authority to disburse funds as specifically designated by a client pursuant to a standing letter of instruction or other similar asset transfer authorization arrangement established by a client with a qualified custodian (SLOA), the Adviser may enter into such an arrangement so long as: (i) the client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed; (ii) the client authorizes the Adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time; (iii) the client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer; (iv) the client has the ability to terminate or change the instruction to the client’s qualified custodian; (v) the Adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction; (vi) the Adviser maintains records showing that the third party is not a related party of the Adviser or located at the same address as the Adviser; and (vii) the client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction.

Sophis Investments’ written proxy policies and procedures require the Adviser to identify and address material conflicts of interest between Sophis Investments and its clients. If a material conflict of interest exists, Sophis Investments will determine whether voting in accordance with the guidelines set forth in written policies and procedures is in the best interests of the client(s), or take some other appropriate action (e.g., retain an independent third party to vote the proxy). Sophis Investments may abstain or affirmatively decide not to vote a proxy where Sophis Investments believes it is in the best interest of clients. Clients may obtain a copy of Sophis Investments’ proxy voting policies and/or information regarding how the Adviser voted proxies for particular portfolio companies by contacting the Adviser.