Raison Asset Management: investment adviser

In December 2020 Raison Asset Management finished the rebranding process with a renaming of Threesixty Elements S.A. Raison Asset Management is fully owned by Raison FinTechnologies, Inc. directly. We are a privately held company with Principal place of business in Estonia (Roosikrantsi 11, 10119, Tallinn) and representative office in Lithuania (Vivulskio g. 7, office 406, LT-03162, Vilnius). Raison Asset Management concentrates on discretionary trading and investment advisory services, also on investment management of pool investment vehicles structured as openand closed-ended private, professional and public funds. Additional information about Raison AM products and structure is provided in Part 1 of Form ADV which is available online at http://www.adviserinfo.sec.gov. We encourage you visiting our website for any additional information. B. Summary of company’s Advisory Services Raison AM specializes in managing funds and segregated portfolios for private clients, corporations and trusts. Our investment objective is to generate long-term capital appreciation through consistent and superior risk-adjusted absolute returns in all market environments. The trading strategy is in accordance with the company’s assessment of the capital market situation as well as the general prospects of the investment instruments. Our clients’ assets are invested worldwide according to the principle of distribution of risks. Raison AM intends to trade in a broad range of markets and instruments traded.

C. Tailored Services and Investment Restrictions Our clients’ investment portfolios may be comprised of any type of the following instruments: A. Global Derivatives (Exchange Traded Futures & Options) I. Global Equity Indices 1. Dow Jones, S&P 500, NASDAQ-100, Russell 2000, MidCap, S&P 60 (Canada), FTSE, DAX, CAC40, Euro Stoxx 50, SMI, MIB30, IBEX, AEX, Nikkei 225, WIG 20, HKEX, RTS, BOVESPA, Volatility indices. II. Major & Minor World Currencies 1. Euro, Swiss Franc, British Pound, Australian Dollar. III. Global Interest Rates 1. US 30Y, US 10Y, US 5Y, US 2Y, Eurex Bunds, Long Gilt, JGB IV. Metals 1. Gold, Silver, Copper B. Global Listed Equities (stocks, exchange-traded funds/depository shares, options) Any stock listed on global stock exchange with an emphasis on highly liquid, large-cap U.S. equities or option on such stock. C. Private equity. D. Debt instruments. Raison AM investment services are based on modern portfolio theory that makes it possible for anyone to access state-of-the-art portfolio management. Our separate portfolios are tailored to each individual’s unique risk characteristics and investment constraints. Since each client has his/her own unique separately managed account, when applicable, they may impose certain restrictions on specific securities or types of securities. D. Wrap Fee Programs Raison AM does not sponsor or participate in any wrap fee program. Raison AM is not supplied with third-party research credits or soft-dollar benefits. E. Assets Under Management As of the end of December 2025 Raison AM managed and advised about $106,000,000 in total, 100% under discretionary management.

In addition, Raison AM may reduce or waive its fees for the Accounts of some Clients without notice to, or fee adjustment for, other Clients. Hourly Fees Raison AM may charge clients by additional agreement hourly fees as additional payments which are typically range from $120 - $800 per hour, and are billed monthly, in arrears. B. Deduction of Fees Depending on the type of account and custodial arrangement, our fees may be deducted directly from the client's account or billed to the client. Unless otherwise specified, the advisory fee is calculated on the value of assets in the account on a monthly basis. C. Other Fees and Expenses Raison AM is not itself a broker-dealer. Client assets are held with third-party custodians and brokers, which in certain cases include Raison Securities Ltd, a related person of Raison AM, as described in Items 10, 12, and 15. Our fees are exclusive of brokerage commissions, transaction fees, and other costs charged by others and paid by you. You may incur charges imposed by custodians, brokers, and third-party investments — such as fees charged by managers or custodians, deferred sales charges, odd-lot differentials, transfer taxes, wire and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and ETFs also charge internal management fees disclosed in each fund's prospectus. Such charges are in addition to our fees, and Raison AM does not receive any portion of these third-party commissions, fees, and costs. In addition to advisory and performance-based fees, Raison AM may receive a structuring fee in connection with private equity investments made by the pooled investment vehicle it manages. This fee is paid by the vehicle and is reflected in, and reduces, the capital accounts

of the fund's investors, and is disclosed in the fund's offering documents. Because this structuring fee is in addition to the advisory and performance-based fees Raison AM already receives, and is earned only when the fund makes a private equity investment, it presents a conflict of interest: Raison AM has a financial incentive to cause the fund to make private equity investments, and to favor private equity over other types of investments, even where doing so may not be in the best interests of the fund's investors. Raison AM addresses this conflict by disclosing each private equity investment to the fund's investors and obtaining investor approval of such investments, by disclosing this fee arrangement in the fund's offering documents, and by ensuring that investment decisions are consistent with the fund's investment objectives. This compensation is separate from and in addition to the advisory fees described above. D. Prepaid Fees We do not charge any Prepaid Fees. E. Sale of Securities Neither Raison AM nor any of its employees or principals receives commissions for effecting the purchase or sale of securities. F. Other Compensation In addition to advisory and performance-based fees, Raison AM may refer clients to thirdparty investment advisers and funds that are not managed by Raison AM and may receive referral fees from those funds. This creates a conflict of interest, because Raison AM has a financial incentive to refer clients to funds that compensate it. Raison AM addresses this conflict as follows: each such arrangement is governed by a written agreement; affected clients are provided with disclosure of the compensation arrangement and the resulting conflict at the time of the referral; clients are under no obligation to invest in any referred fund; and any decision to invest remains the client's own.

income, derivatives and FX). The development of an investment strategy is a continuous process and investment strategy and methods may therefore be modified from time to time. The investment program entails substantial risks and there can be no assurance that its investment objectives will be achieved. The use of leverage, options trading and other investment techniques employed by Raison AM can, in certain circumstances, maximize the adverse impact to which managed accounts may be subject.

Client positions are held on an omnibus basis at independent licensed custodians, with each client's individual interest recorded in the books and records of Raison Securities; Raison Securities does not itself safeguard client assets. In addition, publicly traded securities resulting from the managed fund's investments may from time to time settle into brokerage accounts maintained through Raison Securities. Raison Securities does not act as a prime broker to the managed fund. Compensation. In connection with acting as introducing and executing broker, Raison Securities may earn brokerage and related transaction revenue from client and fund transactions. Separately, Raison AM may obtain certain investment advisory and research services from Raison Securities and may pay Raison Securities for those services under written agreements; these payments are funded from Raison AM's own resources, are not passed through to advisory clients, and do not affect the advisory fees charged to clients. Raison AM does not itself receive commissions or transaction-based compensation in connection with brokerage effected through Raison Securities. Conflicts of interest. These arrangements present material conflicts of interest. Because Raison Securities is an affiliate, Raison AM has an incentive to introduce or execute client and fund transactions through Raison Securities rather than through an unaffiliated brokerdealer, and to obtain advisory and research services from an affiliate rather than from an independent provider. Raison AM seeks to address these conflicts by remaining subject to its best-execution obligations, by periodically reviewing the services and pricing provided by Raison Securities, and by disclosing the affiliation to affected clients and fund investors. Clients are not obligated to use Raison Securities and may direct that their transactions be effected through other brokers, subject to the considerations described in Item 12.

The Managed Fund Raison AM acts as investment manager to, and is the controlling shareholder of, the pooled investment vehicle it manages (Element Global Technologies Private Portfolio). Raison AM may recommend that suitable clients invest in this fund, in which Raison AM has a financial interest as investment manager and controlling shareholder. This presents a conflict of interest, which Raison AM addresses through disclosure and by ensuring that any such recommendation is consistent with the client's investment objectives. Compensation arrangements relating to the fund, including structuring compensation, are described in Item 5. Other Affiliated Entities (Digital Assets) Certain affiliated entities operate in digital-asset markets, including Imperial Finance Alliance Corp., a Canadian registered money services business providing virtual-currency exchange and custody services to third-party clients, and UAB Raison Markets, a Lithuanian entity applying for authorization under the EU Markets in Crypto-Assets Regulation (MiCA). These entities operate independently and do not provide services to Raison AM's advisory clients in connection with Raison AM's advisory business. Non-Advisory Activities (Wealth Club) Raison AM organizes closed member events under the name "Wealth Club." These events are separate from and unrelated to Raison AM's advisory business. Participants may pay amounts intended to cover the costs of the events; these activities are not operated for profit, generate no material revenue, and in certain cases Raison AM has funded event costs in excess of amounts collected. Participation is not conditioned on being an advisory client, is not a condition of receiving advisory services, and does not involve the provision of personalized investment advice. Other Affiliations Other than as described above, Raison AM does not have any other relationship or arrangement with a related person that is material to its advisory business or its clients.

As appropriate, Raison AM may recommend that clients invest in its’ managed funds, in which we have a financial interest as the managing member or general partner and investment adviser. Raison AM and its employees may recommend or purchase on behalf of clients securities in which Raison AM and its employees also invest. However, company and its employees are required to give priority to client transactions over personal transactions at all times. Personal investment positions of Raison AM employees should never adversely affect client investments.

In selecting brokers, Raison AM seeks best execution, taking into account factors including: the ability to effect prompt and reliable execution at favorable prices (including the applicable dealer spread or commission); operational efficiency and efficiency of error resolution; the size and difficulty of the order; the financial strength, integrity, and stability of the broker; special execution capabilities; clearance and settlement; reputation; online pricing and access to account data; block trading and positioning capabilities; and the competitiveness of commission rates relative to other brokers. Raison AM does not receive research or other products or services from broker-dealers in exchange for directing brokerage (that is, Raison AM does not use "soft dollars"), and is not supplied with third-party research credits. Use of Affiliated Broker (Raison Securities Ltd) For certain separately managed account clients, and from time to time for the managed fund, transactions are introduced to and executed through Raison Securities Ltd, a broker-dealer that is a related person of Raison AM, as described in Item 10. For those clients, positions are held on an omnibus basis at independent licensed custodians, with each client's individual interest recorded in the books and records of Raison Securities; Raison Securities does not itself safeguard client assets. The use of an affiliated broker presents a conflict of interest: Raison AM has an incentive to direct brokerage to Raison Securities, a related party that may earn brokerage and related revenue from these transactions, rather than to an unaffiliated broker-dealer. This may also limit Raison AM's ability to fully assess comparative execution quality against unaffiliated brokers. Raison AM seeks to address this conflict by remaining subject to its best-execution obligations, by periodically reviewing the execution quality and pricing provided by Raison Securities, and by disclosing the affiliation to affected clients and fund investors. Raison AM does not itself receive commissions or transaction-based compensation in connection with brokerage effected through Raison Securities. Clients are not obligated to use Raison Securities.

Directed Brokerage If a client directs Raison AM in writing to effect transactions through a particular brokerdealer, Raison AM will do so. However, directed brokerage may have negative implications for the client: the client's account may incur transaction costs and commissions higher than would otherwise apply; the direction may limit Raison AM's ability to consider the judgmental factors described above in selecting a broker-dealer; and it may limit Raison AM's ability to aggregate the client's orders with those of other clients to obtain best execution. Clients should consider the implications of any fiduciary laws applicable to them before directing brokerage. Aggregation of Orders Raison AM may aggregate purchase and sale orders of investments held by a client with similar orders made simultaneously for other accounts or entities where, in Raison AM's reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the client — for example, through better purchase or sale prices, lower commission expenses, or beneficial timing. In many instances, transactions for a client will be effected simultaneously with like transactions for other accounts or entities. Such transactions may be effected at slightly different prices due to the volume involved; in such event, the average price of all investments purchased or sold may be determined at Raison AM's discretion, and accounts may be charged or credited with the average transaction price.

Account statements reflecting each client's individual positions are accordingly rendered by Raison Securities. Because Raison Securities is a related person of Raison AM, clients should be aware that this account reporting is provided by an affiliate rather than by a fully independent custodian. Clients are encouraged to review their statements and may contact Raison AM with any questions. For the managed fund, Raison AM provides each investor with periodic statements of individual capital, financial statements, portfolio appraisals, and performance reports, and the fund undergoes an annual independent audit as described in Item 15. Where a client's assets are held directly at an independent third-party custodian or broker, that custodian or broker provides account statements directly to the client, and clients are encouraged to compare those statements with any reporting provided by Raison AM.

Any such arrangements are conducted pursuant to written agreements, and the compensation paid is negotiated on an individual basis. In certain cases, promoters may include employees of an affiliated broker-dealer; such individuals act solely as client introducers and do not provide investment advice on behalf of the Adviser. The Adviser provides appropriate disclosure to clients regarding these arrangements.

Raison AM may advise pooled investment vehicles of different types, including private equity / late-stage venture funds. The manner in which the fund's assets are held depends on the nature and stage of each investment. The fund's pre-IPO investments — direct interests in privately held companies, interests in special purpose vehicles, and contractual instruments such as forward contracts — are not held by a custodian in the traditional sense; the fund's ownership is evidenced by entries in the books and registers of the relevant issuers or special purpose vehicles maintained in the name of the fund, or by the underlying contractual agreements. Following a portfolio company's initial public offering, resulting publicly traded securities may settle into brokerage accounts maintained with third-party brokers, including accounts held on an omnibus basis through Raison Securities; a limited portion may remain in a brokerage account pending in-kind distribution to a fund investor. The fund's cash is held at a third-party financial institution. Raison AM is deemed to have custody of the fund's assets because it controls the fund through its ownership of the fund's voting shares and its role in the fund's management. Raison AM's principal office and place of business is located outside the United States, and all of Raison AM's advisory clients are non-U.S. persons, including the fund, which is organized in the British Virgin Islands and whose beneficial owners are non-U.S. persons. Consistent with the long-standing position of the U.S. Securities and Exchange Commission staff, the substantive provisions of the Investment Advisers Act, including Rule 206(4)-2, are not applied to the non-U.S. clients of an SEC-registered offshore adviser. Notwithstanding the foregoing, investor protections are maintained through independent means: client and fund assets are held by independent licensed institutions; the fund is regulated by the BVI Financial Services Commission, engages an independent registrar, and

undergoes an annual independent audit, with audited financial statements distributed to the fund's investors after the fund's fiscal year end. Unless otherwise agreed with a client, separately managed account clients authorize Raison AM to deduct fees when due from the assets held in the client's account. Clients generally receive a statement of management fees quarterly.

This also includes the authority to vote client proxies pursuant to the terms described below. In some cases Clients have the option to decide which investment instruments are purchased into their portfolios and to block some Raison AM decisions.

When there is a conflict of interest between our interests and those of its clients, we will take one or more of the following steps to resolve the conflict: (1) vote the securities based on a pre-determined policy if the application of that policy to the matter presented to shareholders involves little discretion on the part of Raison AM; (2) vote the securities in accordance with a pre-determined policy based upon the recommendations of an independent third party, such as a proxy voting service; (3) refer the proxy to the client or to a fiduciary of the client for voting purposes; (4) suggest that the client engage another party to determine how the proxy should be voted; or (5) disclose the conflict and obtain the client's consent or direction before voting. Upon request to Raison AM, a client may obtain a copy of the Proxy Voting Policy and information on how the client's securities were voted. Also at our clients’ request, we may offer advice regarding corporate actions and the exercise of proxy voting rights. If necessary, clients may contact us with questions about particular solicitations.