A. The Company Nexus338, LLC (“Nexus338” or the “Firm”), a Virginia limited liability company founded in May 2021, has been registered with U.S. Securities and Exchange Commission (“SEC”) since September 2021. The principal owner of Nexus338 is Philip S.L. Chao. B. Advisory Services Services for Qualified Retirement Plans Nexus338 provides investment services to qualified and non-qualified retirement plans that may or may not be subject to the Employee Retirement Income Security Act of 1974 (ERISA). This disclosure brochure addresses the retirement plan services that Nexus338 offers as a fiduciary under section 3(38) of ERISA in delivering discretionary fiduciary investment management services and under section 3(21) of ERISA in delivering fiduciary investment advice as a co-fiduciary. Nexus338 offers investment advisory services to retirement plan (the “Plan”) sponsors and/or appointed committees and fiduciaries of account-based defined contribution retirement plans (collectively “Plan Sponsors” or “Plan Fiduciaries”). Under a qualified retirement plan, all Plan assets belong to the Plan and not to the Participants. 3(38) Core Menu Service Nexus338 is engaged in writing by the Plan Sponsor or Plan Fiduciaries of an account-based defined contribution retirement plan as a discretionary fiduciary investment manager. As the manager, Nexus338 has the discretion to select and replace a core investment menu of investment options (often referred to as Designated Investment Alternatives or “DIAs”). Nexus338 also has the duty to provide ongoing monitoring of such investment options. The 3(38) Core Menu Service is a turn-key service where Nexus338 serves in a discretionary fiduciary investment manager role to offer Plan Sponsors a varied menu of DIAs for their Plan participants (each a “Participant” and collectively, “Participants”) based on the plan’s investment policy. The investment menu is designed to allow eligible Participants and beneficiaries with differing risk and investment time horizon profiles to construct retirement portfolios to meet their goals and objectives along a risk-return continuum. In selecting the investment menu, Nexus338 undertakes the following key objectives in the sole interest of Participants:
• Aligning investment selection and monitoring processes with the criteria set forth in the Plan’s investment policy;
• Providing adequate diversification opportunities within a portfolio in an effort to reduce portfolio volatility and against large losses;
• Offering investment choices that seek varying growth and capital preservation objectives;
• Controlling investment expenses; and
• Providing investment building blocks, in the aggregate, that are reasonable for long- term investment horizon. The Plan's DIA options may consist of exchange-traded funds (ETFs), Collective Investment Trusts (CITs), mutual funds, or other similar diversified investment vehicles that are made available on recordkeeping custodial platforms. Nexus338 will also set the Plan’s qualified default investment alternative(s) (“QDIA”) for Participants who are automatically enrolled in the Plan or who otherwise failed to make an affirmative written investment election. Based on the Plan’s Investment Policy Statement (“IPS”) or other guidelines established by the Plan, which could be prepared by Nexus338 or otherwise provided by the Plan Sponsor, Nexus338 periodically reviews each DIA selected for the Plan and provides ongoing monitoring and, if prudent, replaces any DIA with a new option when deemed prudent to do so As a fiduciary to the Plan, the primary responsibilities of Nexus338 are:
• Deliver a new or maintain an existing IPS;
• Create and maintain an investment menu;
• Deliver quarterly plan investment monitoring report; and
• Conducting ongoing investment due diligence to identify new investment option(s) to add to the investment menu or to replace another investment option. Pursuant to the 3(38) Core Menu Service, Nexus338 accepts and acknowledges fiduciary status as an “Investment Manager” contemplated in Section 3(38) of ERISA in a written agreement with the Plan Sponsor that is subject to ERISA. Glidepath Assessment and Implementation Service If not providing the 3(38) Core Menu Service, Nexus338 may serve as a 3(38) discretionary investment manager for the “managed account” option in a Plan. This is where Nexus338 serves as a discretionary investment manager on the “participant-level” in contrast to on the “Plan-level).Nexus338 takes on the responsibility of selecting and monitoring asset allocation policy of the manage account option, which may be a Qualified Default Investment Alternative (“QDIA”) as introduced under the Pension Protection Act of 2006. Nexus338 examines a third party portfolio allocation algorithm used in a Managed Account offering which customizes each participant’s portfolio based on a unique set of individual factors for each Participant. Nexus338 will also select and apply DIAs as building blocks to express the individualized asset allocation algorithm for each participant. Individual Participant accounts are designed to seek long-term retirement savings objectives through the investment of a mix of equity, fixed income and cash or cash equivalent exposures personalized to their age, gender, income level, target retirement date and deferral rates. Each Participant portfolio changes its asset allocation and associated risk levels over time based on the unique factors of the Participant. Individual Participant portfolios are structured in accordance with the managed account algorithm which is based on generally accepted investment theories and diversified so as to minimize the risk of large losses. Pursuant to the 3(38) Glidepath Assessment Service, Nexus338 accepts and acknowledges fiduciary status as an “Investment Manager” contemplated in Section 3(38) of ERISA in a written agreement with the Plan Sponsor. Participant Account Service Nexus338 will serve as an investment fiduciary on the Participant account level only when Nexus338 also provides the Glidepath Assessment Service to the plan. This is a regulatory requirement for a managed account to be considered a QDIA. Consistent with the portfolio allocation algorithm made available under the managed account option in a Plan, Nexus338 will in effect have full discretionary authority to allocate the assets in each Participant’s account. When Nexus338 serves as the investment fiduciary on the participant level, Nexus338 will not serve as a discretionary investment fiduciary manager on the plan level, due to conflict of interest. There are two options for the allocation of Participant assets: Opt-Out Option In the case where a Participant has defaulted assets and contributions into a plan’s QDIA where the managed account is the qualified option, all Participant assets would be invested in the managed account. Opt-In Option In the case where a Participant has affirmatively elected to place all or a portion of account assets and contributions into a managed account, then Nexus338 would only be responsible for using the algorithm to allocate that portion of the account assets and construct a personalized portfolio solely based on the managed account algorithm. Under both opt-out and opt-in options, the discretionary authority includes the authority, without first consulting the Participant, to take all investment actions on the Participant’s behalf that Nexus338 determines is consistent with the managed account allocation algorithm based on the unique factors of the Participant (such factors are derived from the Plan’s recordkeeper.) This discretion includes the authority to buy, sell, select, remove and replace investment building blocks, such as mutual fund shares, ETFs, CITs and other investments authorized and approved by the Plan Sponsor or Plan Fiduciary for the Plan. Nexus338 will not have the authority to withdraw funds or securities from Participant’s account other than for payment of quarterly management fees as agreed to in writing by the Plan Sponsor and so instructed to the Plan’s recordkeeper to make such distributions. Pursuant to the 3(38) Participant-Account Service, Nexus338 accepts and acknowledges fiduciary status as an “Investment Manager” contemplated in Section 3(38) of ERISA in a written agreement with the Plan Sponsor. iGPS® iGPS® (Individual Glide Path Solution) represents a proprietary lifetime portfolio management solution offered by Nexus338 that is individualized to each participant in a Plan. iGPS® is a managed account based in-Plan solution that leverages financial technology to deliver portfolio management personalized to each Participant. This can be accomplished without the Participant’s active engagement. With permission from the Plan Sponsor, agreed to factors for each Participant are used to build individualized retirement portfolio from accumulation to de-risking and decumulation phase of each Participant’s lifetime investment cycle. Under iGPS®, Nexus338 serves as an ERISA 3(38) fiduciary

investment manager and identifies and selects: 1. Third-party (typically other asset managers) Base Portfolios and the associated allocation algorithm that customizes the Base Portfolios to individual Participants; 2. A set of DIA options which could include annuities to serve as building blocks for individual portfolio construction; and 3. A financial technology provider to express the allocation algorithm and to digitally connect to retirement plan recordkeeper platforms so that Plans may participant in the iGPS® offering for their Participants. iGPS® can serve as a stand-alone solution on either an opt-out or opt-in basis. iGPS® is eligible as a QDIA in an opt-out arrangement where Participants not willing or able to make investment decision would be defaulted into the solution. With access to individual factors from the recordkeeper, an individualized portfolio is created for each defaulted Participant. iGPS® can also serve as a stand-alone opt-in arrangement selected by a Participant and possibly provide additional factors that would further customize portfolio construction. iGPS® can be viewed as an investment offering similar to other DIA on a plan’s core menu. The Plan Sponsor or Plan Fiduciary would have to first select iGPS® as a Plan investment option under a written agreement. Thereafter, Nexus338 will serve as the ERISA 3(38) fiduciary investment management for the iGPS® solution on the allocation algorithm and individual participant level. Investment Management Services Nexus338 provides continuous portfolio management services to individual clients based on their specific investment objectives. Through in-person meetings in which portfolio and investment goals and objectives are determined, a set of specific investment criteria and how the portfolio is managed are agreed upon. Client portfolios can be managed on both a discretionary or non-discretionary basis. This is determined solely by the client. Account supervision is guided by the client’s stated objectives (i.e., maximum capital appreciation, growth, income, growth and income, etc.). This service is not available to employee participants to a qualified retirement plan where Nexus338 serves as the ERISA fiduciary investment advisor or investment manager. The core of our portfolio construction and management process is based on the tenets of Modern Portfolio Theory. The premise is to construct a portfolio that balances risks and expected return based on the client's investment criteria and over the client specified investment horizon. A generic portfolio is first constructed using benchmark indexes as proxies for asset and sub-asset classes. This generic portfolio offers a general framework for asset allocation and a guide for implementation. Open-end mutual funds and exchange- traded vehicles (ETVs), including exchange-traded funds (ETFs) and exchange-traded notes (ETNs), are used as the basic building blocks in portfolio implementation and management. Individual equity securities are used upon a client's request and specification. Nexus338 uses a core-satellite investment allocation approach where the core component is made up of primarily index tracking equity investments and actively managed bond strategies. The satellite component is made up of investments in alternative asset and sub-asset classes, sector investments, and alternative investment strategies. Nexus338 relies on diversification as the primary method to control portfolio downside risk. Additionally, Nexus338 may use certain alternative strategies to dampen volatility and to control downside risk. Finally, Nexus338 also relies on tactical asset allocation to over or under weight asset and sub-asset classes in an attempt to lower portfolio volatility or to enhance expected return. Our tactical asset allocation decisions stem from Nexus338’s global macro view which represents a top down process in influencing our core and satellite asset allocation decisions cyclically. In selecting and monitoring investment strategies, each mutual fund and ETV is screened and selected on the basis of any or all of the following criteria: performance history (both risk and return); the industry sector (broad or narrow) in which it invests, replicates or tracks an underlying index; the track record and tenure of the portfolio manager; its investment objectives; management style and philosophy; and the management fee and operational structure. We also take into consideration correlation among and between each investment option as an added screening factor to enhance diversification. As a part of our investment due diligence process, we visit with investment managers or team members to better understand and verify their strategies and to monitor them over time. Clients have the opportunity to place reasonable restrictions on the types of investments employed. Clients retain individual ownership of all securities at all times. In the case of non-discretionary services, once the client has approved the generic investment portfolio, a list of recommended investments, current prospectuses for recommended mutual funds, and possibly other relevant information are made available to the client. Upon client's final approval, the agreed to investments are either immediately invested or invested over time through the process of dollar-cost-averaging, as agreed upon with the client. The client grants us the flexibility of exact time and date for making the investments and the exact dollar amount invested under the dollar-cost-averaging process. These minor authorizations are not considered or deemed by us as having discretionary authority over the portfolio or client accounts. Prior to taking action to rebalance, make tactical allocations, or sell or buy any securities in the portfolio, we make specific recommendations to the client and will not take any action until and unless approved by the client. In the case of discretionary services, we make all investment selection, implementation and investment timing decisions without first informing or seeking approval from the client. C. Client Tailored Services and Client Imposed Restrictions 3(38) Core Menu Service Nexus338 has the discretion to select the core menu of investment options, including Qualified Default Investment Alternatives (QDIA), as Designated Investment Alternatives (DIA) for the Plan based on the selection guidance, limitations and terms specified in the Plan’s investment policy statement. Glidepath Assessment Service Acting as an independent investment expert, Nexus338 reviews the capital market assumptions for return and risk and asset correlation for the algorithm created by a third party manager which forms the basis in constructing portfolios along a foundational glidepath as well as the process by which the glidepath “de-risks” over time. The asset allocation algorithm informs the basic portfolio construction process within a managed account offering. A number of factors (e.g., age, gender, income, account size, contribution and state of residence, etc.) are made available as additional inputs to tailor portfolio construction to individual participants under the Plan. Nexus338 reviews how the asset allocation changes based on changes in one or more inputs (“Reaction Functions”). On a case- by-case basis, Nexus338 may use the Plan’s DIA or new DIA, after approval by the Plan fiduciary, as building blocks to fully express the portfolios along a personalized glidepath. Participant Account Service When a managed account is selected as a QDIA under a Plan where Nexus338 is the Glidepath-Level 3(38) Investment Manager, Nexus 338 will automatically serve as the Participant-Level 3(38) Investment Manager. As a QDIA, the individual glidepath sets the asset allocation of each participant’s retirement portfolio and how asset allocation would respond to the Reaction Functions. Portfolio construction and the changing asset allocation over time are solely based on the third party manager’s algorithm without the active investment decision by participants. The factors used as inputs are specific to each participants. Investment Management Services Nexus338 advises, designs, implements and monitors investment portfolios based on specific client circumstances and criteria. When designing an investment portfolio, the client's liquidity needs, downside risk exposure and tolerance, expected annual return range, investment duration, and objectives are taken into consideration along with client specified constraints, limitations or preferences. D. Wrap Fee Programs Nexus338 does not offer or participate in wrap fee programs. E. Assets Under Management As of December 31, 2023, the total amount of client assets managed by Nexus338 is approximately $47,646,000. Of this total amount, $ 30,356,000 of client assets are managed on a discretionary basis and $ 17,289,000 of client assets are managed on a non-discretionary basis.