A. Firm Information Procyon Advisors, LLC dba Procyon Partners(“Procyon” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). Procyon is organized as a Limited Liability Company (“LLC”) under the laws of the State of Delaware. Procyon was founded in April 2017 and is owned by Procyon Partners, LLC. The Principal Officers of Procyon are Christopher E. Foster, Jeffrey H. Farrar, Louis Gloria, Phil J. Fiore, Jr., and Thomas M. Gahan. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Procyon. For questions regarding this Disclosure Brochure, please contact Christopher E. Foster at [email protected]. B. Assets Under Management As of December 31, 2023, Procyon manages $6,278,719,354 in Client assets, $2,081,135,687 of which are managed on a discretionary basis and $4,197,583,667 on a non-discretionary basis. Clients may request additional information from the Advisor at any time. C. Advisory Services Offered Procyon offers investment advisory services to individuals, high net worth individuals, families, trusts, estates, businesses, institutional investors, retirement plans, (each referred to as a “Client”). Procyon provides comprehensive investment management, financial planning and consulting services tailored to the individual needs of each Client. Procyon also provides investment advisory services to pooled investment vehicles. The Advisor serves as a fiduciary to Clients, as defined under the 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. Procyon’s fiduciary commitment is further described in the Advisor’s 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 Management Services Procyon provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary and non-discretionary investment management, planning and related advisory services. Procyon typically offers these as a bundled advisory engagement, but may, in certain circumstances, offer as individual services. Procyon works closely with each Client to develop an investment strategy that seeks to achieve the goals of the Client. Internal Investment Management – Procyon customizes its investment management services for its Clients. Portfolios are primarily constructed using mutual funds, exchange-traded funds (“ETFs”), individual stocks and fixed income securities. The Advisor may also utilize other types of investments, as appropriate, to meet the needs of each Client. The Advisor generally constructs portfolios in alignment with its internal strategies but may retain certain legacy investments based on portfolio fit and/or tax considerations. Procyon evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Procyon’s investment approach is 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. If it is consistent with the Client’s goals, the Advisor may also engage in an investment strategy that utilizes frequent trading in securities, please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information. Procyon will construct, implement and monitor the Client’s portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Procyon will select mutual funds and ETFs on a fund-by-fund basis. Procyon will seek to select the lowest cost share class available that is in the best interest of each Client and will ensure the selection aligns with the Client’s financial objectives and stated investment guidelines. Procyon may select, recommend or retain a mutual fund share class that has higher internal expense ratios than institutional share classes if warranted by specific custodial and/or mutual fund company constraints, material tax considerations and/or systematic investment plans. Procyon, in its discretion, may redistribute investment allocations to diversify the portfolio. Procyon may use/recommend specific positions to increase sector or asset class weightings. The Advisor may use/recommend cash positions as a possible hedge against market movement. Procyon may also sell or recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. All Client assets will be managed within their designated account[s] at the Independent Custodian, pursuant to the terms of the Client wealth management agreement, please see Item 12 – Brokerage Practices. Held-Away Accounts – In limited circumstances where the Client and Advisor have agreed, by virtue of allowing the Adviser to establish a link with an unaffiliated third party, the Client has given the Adviser discretionary authority to provide investment recommendations or advice for certain Assets held away from the primary custodian. The Client understands that certain credential information will be disclosed to this unaffiliated third party and the Advisor will at no time have access to this credential information. Retirement Plan 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 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 – Procyon may invest or recommend that all or a portion of a Client’s investment portfolio be implemented by utilizing one or more unaffiliated money managers or investment platforms (collectively “Independent Managers”). Independent Managers may be sourced directly or accessed through an investment management platform. The Client may be required to enter into a separate agreement with the Independent Manager[s]. Please see Item 10 – Other Financial Industry Activities and Affiliations for additional information. Procyon serves as the Client’s primary advisor and relationship manager. However, the Independent Manager[s] will assume discretionary authority for the day-to-day investment management of those assets placed in their control. Procyon will assist and advise the Client in establishing investment objectives for their account[s], the selection of the Independent Manager[s], and defining any restrictions on the account[s]. Procyon will continue to provide oversight of the Client’s account[s] and ongoing monitoring of the activities of these unaffiliated parties. The Independent Manager[s] will implement the selected investment strategies based on their investment mandates. The Client may be able to impose reasonable investment restrictions on these accounts, subject to the acceptance of these third parties. Procyon does not receive any compensation from these Independent Managers or Investment Platforms, other than its investment advisory fee (described in Item 5 – Fees and Compensation). Procyon Navigator via the Schwab Institutional Intelligent Portfolio Service – Designed both for smaller clients or clients desiring an online only investment experience without routine advisor contact, Procyon may implement certain Clients and/or account[s] through its Procyon Navigator Service. Procyon delivers this service through the Schwab Institutional Intelligent Portfolio Service, an online investment management program offered by one of Procyon’s recommended Custodians, Charles Schwab, Inc. Under this service, Clients will engage Procyon through an investment management agreement for these advisory services and then establish an online account through Schwab Wealth Investment Advisory, Inc. (“SWII”), a subsidiary of Charles Schwab, Inc. The Advisor may assist the Client in selecting one of Procyon’s investment portfolios, which are constructed with an allocation of ETFs or mutual funds. Procyon will provide investment management and oversight of the Client’s account[s]. Procyon will delegate limited investment discretion to SWII to implement trading and rebalancing within the parameters of the Advisor’s investment strategies. To be eligible for this program, client accounts must maintain a minimum balance of $5,000. The minimum account balance required to enroll in the tax-loss harvesting feature is $50,000. Non-Purpose Loans and Lines of Credit – The Advisor may introduce certain Clients to a non-purpose revolving line of credit made available through various third-party custodians secured by eligible assets held in an account maintained at the Custodian. (“Lending Program”). In such instances, the Client’s assets in their account[s] at the Custodian will be utilized as collateral for a non-purpose revolving line of credit without disturbing their long-term investment strategy, i.e. needing to sell positions that could generate tax consequences. The recommendation of a Lending Program presents a conflict of interest as the Advisor will continue to receive investment advisory fees for managing the collateralized assets in the Client’s account[s]. Clients are not obligated to engage the Advisor for the Lending Program and the Advisor does not derive any compensation from a Client’s participation in the Lending Program. For additional information related to the risks involved with utilizing non-purpose loans and lines of credit, please see Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss. Trust Fiduciary Services When deemed to be in the Client’s best interest, Procyon may offer certain Clients access to custody and trust administrative services through National Advisors Holdings, Inc. and its various subsidiaries (“NAH”) under the business name of Procyon Trust. Clients will enter into a separate agreement with NAH. Procyon will serve as the investment manager to any accounts established with NAH and earn an investment management fee as noted above. Procyon does not serve as a trustee for any account relationships. The Advisor shall have the power to direct NAH to pay to or apply for the benefit of the beneficiary so much or all of the income and principal as the Advisor deems advisable in its uncontrolled discretion for any purpose taking into consideration all funds and assistance the Advisor knows to be available to the beneficiary from any government agency and any other source (the “Benefits”). The Advisor shall be fully protected at any time or times in relying on a written statement from the beneficiary or, while the beneficiary is a minor or is incapacitated, a parent or legal representative of the beneficiary, that no Benefits are then available. The Advisor shall consult annually to determine a general policy regarding fund liquidity and anticipated needs of the beneficiary. Financial Planning and Consulting Services Procyon defines financial planning as a collaborative process that helps maximize a Client’s potential for meeting life goals through Financial Advice that integrates relevant elements of the Client’s personal and financial circumstances. Procyon subscribes to the CFP Board’s process of seven steps of financial planning. 1. Understanding the Client’s Personal and Financial Circumstances 2. Identifying and Selecting Goals 3. Analyzing the Client’s Current Course of Action and Potential Alternative Course(s) of Action 4. Developing the Financial Planning Recommendation(s) 5. Presenting the Financial Planning

Recommendation(s) 6. Implementing the Financial Planning Recommendation(s) 7. Monitoring Progress and Updating Page 7 Procyon will typically provide a variety of financial planning services to Clients as part of the investment advisory engagement or as a separate planning-only engagement. Generally, such financial planning services will involve preparing a financial plan or delivering a financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including, but not limited to investment planning, retirement planning, estate planning, personal savings, education savings, insurance needs, and other areas of a Client’s financial situation. A financial plan developed for, or financial consultation with, the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. While most financial plans are primarily delivered in writing, 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 by the client. Procyon may also refer Clients to an accountant, attorney or other professional, as appropriate for their unique situation. Financial Planning is a core service for our financial planning and investment management clients. For Clients who only engage Procyon to deliver a Financial plan, a conflict of interest exists between the interests of Procyon and the interests of the Client, as Procyon would make additional revenue if retained to manage the Client’s investments and/or implement the recommendations of the plan. While this conflict exists, Procyon advisors act as fiduciaries in the best interest of the clients at all times and Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. Since financial planning is core to what we do for most clients at Procyon, should a client not desire financial planning services the Procyon Advisor has four choices. 1. Not enter into the Engagement; 2. Limit the Scope of Engagement to services that do not require application of the Financial Planning Practice Standards, and describe to the Client the services the Client requests the advisor not perform; 3. Provide the requested services after informing the Client how Financial Planning would benefit the Client and how the decision not to engage the advisor to provide Financial Planning may limit the Procyon’s professional’s Financial Advice, in which case the advisor is not required to comply with the CFP Practice Standards; or 4. Terminate the Engagement. The Duty of Loyalty requires the firm’s Advisors to: i. Place the interests of the Client above the interests of the Advisor and the Firm; ii. Avoid Conflicts of Interest, or fully disclose Material Conflicts of Interest to the Client, obtain the Client’s informed consent, and properly manage the conflict; and iii. Act without regard to the financial or other interests of the Advisor, the Advisor’s Firm, or any other individual or entity other than the Client, which means that an Advisor acting under a Conflict of Interest continues to have a duty to act in the best interests of the Client and place the Client’s interests above the Advisor’s. Disclosure of Material Conflicts of Interest by itself is not sufficient to fulfill the Duty of Loyalty. Retirement Plan Advisory Services Procyon provides customized advisory services to corporate, government and not-for-profit retirement plans (each a “Plan”) pursuant to The Employee Retirement Income Security Act of 1974 (“ERISA”). Services include both fiduciary and non-fiduciary services to the sponsor of the Plan (the “Plan Sponsor”) and the participants of the Plan (“Plan Participants”). Services may be provided on a non-discretionary basis (ERISA 3(21) Fiduciary Services) or on a discretionary basis (ERISA 3(38) Services). Advisory services are negotiated based on the needs of the Plan and the Plan Sponsor and are included in the terms of a retirement plan advisory agreement. The Advisor provides the following core services to Plans and their Plan Sponsors: Investment Policy Statement (“IPS”) – The Advisor will assist with the development and preparation of a document that describes the overall investment objectives, risk tolerance and guidelines for the Plan. If the Plan does not have an IPS, the Advisor will provide recommendations to the Plan Sponsor to assist with establishing an IPS. If the Plan has an existing IPS, the Advisor will review it for consistency with the Plan’s objectives. If the IPS does Page 8 not represent the objectives of the Plan, the Advisor will recommend to the Plan Sponsor revisions to align the IPS with the Plan’s objectives. The Advisor will review the IPS on a periodic basis. Asset Allocation Studies & Analysis – The Advisor will conduct periodic evaluation, analysis and studies of your asset allocation strategy based on, among other things, your liquidity requirements, performance goals and risk tolerance. As part of these services the Advisor may assist you in the development and preparation of asset allocation models. Investment Searches – Based on the Plan’s IPS or other guidelines established by the Plan, the Advisor will review and recommend for your consideration mutual funds, exchange traded investments, separately managed accounts, collective trusts, and/or alternative investments or other Designated Investment Alternatives (“DIAs”). If the IPS criteria require any manager to be removed, the Advisor will provide recommendations to assist the Plan Sponsor with evaluating replacements. In determining which share classes to recommend for DIAs, the Advisor will consider the limitations of the Plan’s recordkeeping platform and/or custodian and the Plan fiduciary’s direction regarding plan expenses. Investment Review, Evaluation and Reporting – Once the Plan Sponsor selects the DIAs, the Advisor will provide quarterly investment evaluation and review including the review of performance on an absolute and relative basis along with additional information to assist the Plan Sponsor with monitoring the DIAs. When appropriate, based on this information, the Advisor will assist in conducting a search for a new DIA and will provide recommendations to assist the Plan Sponsor with replacing the DIA. Qualified Default Investment Alternative – Based on the Plan’s IPS or other guidelines established by the Plan, the Advisor will review the investment options available to the Plan and will make recommendations to assist the Plan Sponsor with selecting or replacing the Plan’s Qualified Default Investment Alternative (“QDIA”). In addition to the core services above, the Advisor may also provide some or all of the following services pursuant to the terms of the retirement plan advisory agreement: Administrative Support
• Assist the Plan Sponsor in reviewing objectives and options available through the Plan
• Assist the Plan Sponsor in in reviewing various Plan features including determining whether they are meeting the needs of the Plan and the Plan Participants
• Review Plan’s committee structure[s] and administrative policies/procedures
• Recommend Plan Participant education and communication policies under ERISA 404©
• Assist with development/maintenance of fiduciary audit file and document retention policies
• Deliver fiduciary training and/or education periodically or upon reasonable request
• Assist with coordinating Plan Participant disclosures under ERISA 404(a)
• Recommend procedures for responding to Plan Participant requests Service Provider Support
• Assist fiduciaries with a process to select, monitor and replace service providers
• Assist fiduciaries with review of Covered Service Providers (“CSP”) and fee benchmarking
• Provide reports and/or information designed to assist fiduciaries with monitoring CSPs
• Assist with use of ERISA Spending Accounts or Plan Expense Recapture Accounts to pay CSPs
• Assist with preparation and review of Requests for Proposals and/or Information
• Coordinate and assist with CSP replacement and conversion Investment Management and Monitoring Page 9
• Periodic review of Plan’s investment policy (IPS) in the context of Plan objectives
• Assist the Plan Sponsor with monitoring investment performance
• Provide analysis of investment managers and model portfolios
• Assist with monitoring designated investment managers and/or third-party advice providers
• Provide discretionary investment management services, including the selection of Plan investment options and/or the implementation of investments for Plan Participants
• Educate the Plan Sponsor, as needed, regarding replacement of DIA[s] and/or QDIA[s] Participant Services
• Coordinate investment education and facilitate group or individual meetings
• Assist Plan Participants with financial wellness education, retirement planning and/or gap analysis
• Plan Participant investment advice Optional Participant Services
• Employee Financial Wellness platform to provide education to Participants on retirement accounts Educational Seminars and Workshops Procyon may provide educational seminars or workshops to retirement plans and their participants either as a component of its retirement plan advisory services or pursuant to a stand-alone engagement. Procyon’s’s seminars and workshops are educational in nature and do not involve the sale of insurance or investment products. Information presented will not be based on any one person’s need, nor does Procyon provide individualized investment advice to attendees during these general sessions. Institutional Consulting Services Procyon also provides consulting services to Clients in various areas of need. Services are custom to the scope of each engagement. For certain engagements, the Advisor will provide a formal report or deliverable. 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. Private Fund Advisor Procyon also serves as an investment advisor to pooled investment vehicles (each a “Private Fund” and collectively the “Private Funds”). These services are detailed in the offering documents for the Private Funds, 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 the Private Funds 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 the Private Funds 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 Private Funds and further acknowledges and accepts the various risk factors associated with such an investment. For more detailed information on investment objectives, policies and guidelines, please refer to the respective Private Fund’s Offering Documents. D. Client Account Management Prior to engaging Procyon to provide investment advisory services, each Client is required to enter into one or more 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 – Procyon, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives.
• Asset Allocation – Procyon will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client.
• Portfolio Construction – Procyon will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client.
• Investment Management and Supervision – Procyon will provide investment management and ongoing oversight of the Client’s investment portfolio.
• Financial Planning and Consulting – For Clients engaging for investment advisory services, the Advisor provides ongoing financial planning and related services regarding the Client’s overall financial situation. E. Wrap Fee Programs Procyon does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Procyon.