A. Firm Information Sepio Capital, LP (“Sepio Capital” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The Advisor is organized as a limited partnership under the laws of Delaware. Sepio Capital was formed in January 2017 and became a registered investment advisor in May 2017. The Advisor is owned by Roger A. Carter, Joshua R. Carter, Donald (Brad) Edgren, who are the Advisor’s managers, and Sepio Capital Holdings, LLC. The Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by the Advisor. For additional information please contact Bryce Wisan, Chief Compliance Officer. B. Advisory Services Offered The Advisor offers investment advisory services to high-net-worth individuals, families, trusts, estates, charitable organizations, businesses, retirement plans, institutional investors, pooled investment vehicles and registered investment companies (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. The Advisor’s fiduciary commitment is further described in the Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Advisory Services The Advisor provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management, planning and related advisory services. The Advisor typically offers these as a bundled advisory engagement, but may, in certain circumstances, offer them as individual services. The Advisor works closely with each Client to develop an investment strategy that seeks to achieve the goals of the Client. The Advisor primarily utilizes either proprietary investment strategies and/or unaffiliated money managers or investment platforms (collectively “Independent Managers”) as defined below to develop Client investment portfolios, based on the complexity and needs of each particular Client. Proprietary Strategies – When deemed to be in the Client’s best interest, the Advisor will recommend to Clients, based on their specific needs, that all or a portion of their investment portfolio be implemented by utilizing the Advisor’s proprietary strategies. The proprietary strategies are primarily constructed utilizing mutual funds, exchange-traded funds (“ETFs”), individual stocks and bonds, and digital assets. The Advisor may also utilize other types of investments, as appropriate, to meet the needs of each particular Client. Additionally, the Advisor may retain legacy securities due to portfolio fit and tax considerations. The Advisor evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process, which includes, but is not limited to, determining fair value of securities, assessing fundamental momentum and determining risk management parameters for each security in a portfolio. The Advisor’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. All Client assets will be managed within their designated account[s] at the Custodian, pursuant to terms of the investment advisory agreement. For additional information, please see Item 12 – Brokerage Practices. Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to a fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Use of Independent Managers – The Advisor may also recommend to Clients that all or a portion of their investment portfolio be implemented by utilizing one or more Independent Managers. In such instances, the Client may be required to authorize and enter into an advisory agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. The Advisor may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. The Advisor will perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager’s Form ADV Part 2A (or a brochure that makes the appropriate disclosures). Digital Assets – The Advisor will assist interested Clients with establishing a digital currency account through Fidelity Digital Asset Services, LLC (“FDAS”). FDAS is a platform for Digital Assets which the Advisor offers as a possible portfolio management diversification strategy for Clients that express an interest in exposure to digital assets. “Digital Asset” shall mean a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. Clients will establish a Digital Asset account and transfer funds into an account opened on the FDAS platform. Sub-Advisory Services The Advisor provides sub-advisory services to a registered investment company (herein the “Registered Fund”). The Advisor is responsible for selecting the investments for the Registered Fund in accordance with the Registered Fund’s objectives, policies and restrictions. The Advisor constructs the overall portfolio and

provides trading instructions to the investment adviser of the Registered Fund. For more detailed information on investment objectives, policies and guidelines, please refer to the Registered Fund’s prospectus as filed with the U.S. Securities and Exchange Commission. Private Fund Advisor Services The Advisor serves as the investment manager to pooled investment vehicles (each a “Fund” and collectively the “Funds”). These services are detailed in the offering documents for each Fund, which include as applicable, operating agreements, private placement memorandum and/or term sheets, subscription agreements, separate disclosure documents, and all amendments thereto (“Offering Documents”). The Advisor manages each Fund based on the investment objectives, policies and guidelines as set forth in the respective Offering Documents and not in accordance with the individual needs or objectives of any particular investor therein. Each prospective investor interested in investing in a Fund is required to complete a subscription agreement in which the prospective investor attests as to whether or not such prospective investor meets the qualifications to invest in the Fund and further acknowledges and accepts the various risk factors associated with such an investment. In general, investors in the Funds are not permitted to impose restrictions or limitations. However, the Advisor may enter into side letter agreements with one or more investors that may alter, modify, or change the terms of interest held by investors. Certain types of side letters create a conflict of interest between the Advisor and the investors in the Fund, and/or between investors themselves. For more detailed information on investment objectives, policies and guidelines, please refer to the respective Fund’s Offering Documents. Strategic Planning and Consulting Services The Advisor also provides strategic planning and consulting services to Clients as part of the investment advisory engagement or as a separate engagement. Services are offered in several areas of a Client’s financial situation, depending on their goals, objectives and financial needs. Services are tailored to the unique needs of the Client. Strategic planning and consulting engagements may encompass one or more areas of need, including, but not limited to, the needs of individuals and families, such as strategic investment planning, spending policy analysis, budgeting and cash flow planning, charitable giving, tax planning, insurance analysis and other financial matters. For institutions, consulting services may include investment policy development, manager due diligence and other advisory services. At times, the Advisor may also refer Clients to an accountant, attorney or other specialist, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six months of contract date, assuming all information and documents requested are provided promptly. Strategic planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Retirement Plan Advisory Services The Advisor provides retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: ● Vendor Analysis ● Plan Participant Enrollment and Education Tracking ● Investment Policy Statement (“IPS”) Design and Monitoring ● Investment Management ● Performance Reporting ● Ongoing Investment Recommendation and Assistance ● ERISA 404(c) Assistance ● Benchmarking Services These services are provided by the Advisor serving in the capacity as a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of the Advisor’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. Client Account Management Prior to engaging the Advisor to provide investment advisory services, each Client is required to enter into one or more advisory agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: ● Establishing an Investment Strategy – The Advisor, in connection with the Client, will develop a strategy targeted to achieve the Client’s investment goals and objectives. ● Asset Allocation – The Advisor will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk of each Client. ● Portfolio Construction – The Advisor will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. ● Investment Management and Supervision – The Advisor will provide investment management and ongoing oversight of the Client’s portfolio. ● Strategic Planning and Consulting – For Clients engaging for investment advisory services, the Advisor provides ongoing strategic planning and related services regarding the Client’s overall financial situation. D. Wrap Fee Programs The Advisor typically includes securities transaction fees together with investment advisory fees to provide the Client with a single, bundled fee structure. This combination of fees is typically referred to as a “Wrap Fee Program.” The Advisor customizes its investment management services for Clients. This Wrap Fee Program Brochure is included as Appendix 1 to this Disclosure Brochure solely to discuss the fees and conflicts associated with a bundled fee. The Advisor may also recommend the use of Independent Manager[s], which may deliver services through a wrap fee structure. Please see Appendix 1, which is always included with this Disclosure Brochure. E. Assets Under Management As of December 31, 2023, the Advisor manages $6,672,033,386 in Client assets, $3,221,341,368 of which are managed on a discretionary basis and $3,450,692,018 are on a non-discretionary basis. Clients may request more current information at any time by contacting the Advisor.