REYL OVERSEAS LTD.

§ ADV Part 2A March 19, 2025 Item 1. Cover Page This brochure (Form ADV Part 2A) provides information about the qualifications and business practices of ROVS – Reyl Overseas Ltd. (“ROVS”). ROVS is a registered investment adviser (“RIA”) with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”). If you have any questions about the contents of this brochure, please contact us by telephone at +41 (0) 58 717 9400 or by e-mail at contact@reyl-ovs.com. The information in this brochure has not been approved or verified by the SEC or by any state securities authority. Additional information about ROVS is available on the SEC’s website at www.adviserinfo.sec.gov. There is no specific level of skill or training required to “register” [as an RIA] with the SEC. This brochure does not include services and fees offered by ROVS’ affiliates. Item 2. Material Changes Since the last annual update of Reyl Overseas ADV Part 2A/Brochure in March 2024, • Mrs. Barbara Cavuoto has been appointed as Chief Compliance Officer (CCO) per August 31, 2024 replacing Mr. Dominique Paladini. Our brochure can also be ordered on our website at www.reyl-overseas.com ROVS – Reyl Overseas Ltd. Talstrasse 65 8001 Zurich, Switzerland O. +41 (0) 58 717 9400 F. +41 (0) 58 717 9401 www.reyl-overseas.com ROVS – Reyl Overseas Ltd, CRD: 152526 1/17  Item 3. Table of Contents Item 1. Cover Page 1 Item 2. Material Changes 1 Item 4. Advisory Business 3 Item 5. Fees and Compensation 4 Item 6. Performance-Based Fees & Side-by-Side Management 5 Item 7. Types of Clients 6 Item 8. Methods of Analysis, Investment Strategies & Risk of Loss 6 Item 9. Disciplinary Information 10 Item 10. Other Financial Industry Activities and Affiliations 10 Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 11 Item 12. Brokerage Practices 12 Item 13. Review of Accounts 16 Item 14. Client Referrals and Other Compensation 16 Item 15. Custody 17 Item 16. Investment Discretion 17 Item 17. Voting Client Securities 17 Item 18. Financial Information 17 ROVS – Reyl Overseas Ltd, CRD: 152526 2/17  Item 4. Advisory Business Firm Description Whilst generally ROVS makes investments with a longer time horizon, ROVS may recommend changes to allocations in an attempt to take advantage of conditions in the current economic environment whilst being sensitive to transaction costs and taxes, as applicable. Such allocation changes may involve short-term underweight or overweight positions to various asset classes designed to capitalize on current economic conditions over the short-term. ROVS – Reyl Overseas Ltd. (“ROVS” or “the Firm” or in Zurich, “we”), a Swiss corporation based Switzerland provides investment advice to clients resident in the United States (“US”). ROVS also serves US taxpayers or dual citizens living outside the US and in certain cases may work with clients who are not resident in the US or US taxpayers. ROVS commenced operations in 2011 in Zurich. ROVS’ advice is limited to the types of securities and transactions as set forth in Item 8. Principal Owners third-party subadvisor Reyl & Cie S.A. (“Reyl & Cie”) wholly owns ROVS. Fideuram Intesa Sanpaolo Private Banking S.p.A. (“Fideuram”) owns 69% of Reyl & Cie. Fideuram is wholly owned by Intesa Sanpaolo S.p.A. Services investment advisory ROVS provides wealth management solutions to high-net-worth individual clients as well as companies and it offers both discretionary asset management (management mandates) and non- discretionary services (investment advisory mandates). Each client’s assets are managed in a separate account (an “account”) maintained at a third-party financial institution. As part of our Investment Services we may engage a to provide non- discretionary management services for some or all of a clients portfolio upon written client consent of the client. The sub-advisor is responsible for providing investment recommendations which are reviewed and approved by ROVS. The use of a sub- advisor in this capacity does not grant the sub- advisor discretion over client assets. The sub- advisor’s recommendations are intended to assist in formulating a personalized investment strategy. Prior to selecting a third-party sub advisor for a client, ROVS conducts due diligence concerning the manager through assessing overall strategy, credentials, and performance. These subadvisors are selected based on their expertise in specific asset classes, or investment strategies. Clients should review any selected third party subadvisor’s Form ADV filing for a complete description of the subadvisor. ROVS does not render any Legal or Tax advice. Management Mandate securities, fixed ROVS’ client portfolios are diversified across a variety of asset classes, including cash, US dollar and non-US dollar currencies, defensive strategies in marketable securities, growth strategies in marketable securities, and, in certain cases, private Accounts may include, without investments. limitation: equity income securities, limited partnership interests, mutual funds, exchange traded funds, hedge funds, options, structured product investments and other alternative investments consistent with a client’s suitability, his or her overall investment strategy, and his or her risk tolerance. Generally, client investments are concentrated in non-US securities consistent with most clients’ objective of obtaining jurisdictional diversification from the US. ROVS offers discretionary asset management services whereby ROVS has the authority to supervise and direct the investments of and for each client’s account without prior consultation with the client. ROVS determines the securities that are bought and sold for the client’s account and the total amount of the purchases and sales. ROVS’ authority may be subject to conditions imposed by individual clients as set forth and investment management agreed upon in the ROVS – Reyl Overseas Ltd, CRD: 152526 3/17  agreement entered into between ROVS and the client. For example, a client may restrict or prohibit transactions in certain types of securities. ROVS’ fees generally are charged as a percentage of the market value of assets under management (“AUM”) or assets under advisement (“AUA”). The asset management fee is charged quarterly in arrears. AUM or AUA is measured with reference to the average value of the account within the three previous months. The fee generally is charged in the reference currency of the account. The asset management service fee ranges from 0.8% to 1.2% of assets under management or assets under advisement. in client risk tolerance, There is a minimum annual fee of $ 10’000. ROVS seeks to obtain a rate of return consistent with each client’s objectives, risk tolerance, future liquidity requirements and potential tax and legal restrictions. Generally, ROVS manages each client’s portfolio in line with model portfolios constructed by the investment committee of the firm. However, these model portfolios serve only as a general guide and not every client’s portfolio will replicate the model portfolio as a result in differences tax ramification, client specifications, liquidity and timing. Investment Advisory Mandates advisory Compensation is not payable in advance. Accounts initiated or terminated during a calendar quarter will be charged a pro-rated fee. Upon termination of any relationship, accrued, unpaid fees will be due and payable. ROVS may waive, discount and/or negotiate fees at its discretion. ROVS may also charge additional fees for services outside the scope of the services described above. Any additional fees are disclosed and agreed to by the client. For clients who desire a non-discretionary service, ROVS offers investment investment advice similar to its discretionary asset management service in a non-discretionary mandate whereby prior consultation and client approval is required before ROVS purchases or sells any security. ROVS works with its non- discretionary clients to define their investment objectives and consults with each client on a regular basis with investment suggestions in line with the defined objectives. ROVS generally relies on the custodian bank to value the assets in each client’s account. ROVS typically will arrange with the custodian for the direct payment of its fees from the client’s account. If explicitly required by a non-discretionary client, ROVS may implement investment ideas which do not pertain to ROVS’ investment universe. ROVS will disclose to the client if an investment idea is not part of ROVS’ investment universe. Wrap Fee Programs ROVS does not participate in wrap fee programs. Assets under Management ROVS managed approximately USD 164.3million on a discretionary basis and USD 168.9million on a non-discretionary basis for a total of USD 333.2million as of December 31, 2024. Item 5. Fees and Compensation ROVS – Reyl Overseas Ltd, CRD: 152526 In addition to the fees charged directly to each client’s account described above, ROVS may receive indirect compensation from time-to-time in the form of discounts or distribution fees from third parties based on the investments ROVS makes or recommends. For example, certain mutual or private funds may pay a fee to ROVS for investing client portfolios in such fund. A client must acknowledge and agree in the investment advisory agreement with ROVS that such indirect compensation belongs to ROVS. The receipt or potential to receive indirect compensation creates a material conflict of interest between ROVS and its clients. ROVS has an incentive to recommend investment products based on the compensation ROVS will receive 4/17  the rather than based on each client’s needs. Thus, ROVS is not always impartial with respect to its investment recommendations. ROVS seeks to minimize this conflict of interest by limiting the amount of indirect compensation it will receive on an annual basis to no more than 1.0% of the AUM or AUA of each client’s portfolio. To the extent that ROVS receives indirect compensation in excess of this cap, ROVS will credit the respective client’s account with such additional amount. is defined to extent ROVS enters into performance or incentive fee arrangements, it will do so in accordance with Section 205(a)(1) of the Advisers Act and Rule 205- 3. Only clients who meet following requirements may opt for the performance-based fee scheme: (i) clients with at least $ 1,100,000 under management with ROVS; (ii) clients with more than $ 2,200,000 of net worth, excluding the value of the primary residence and certain debt secured by the property; or (iii) clients who are qualified purchasers under Section 2(a)(51) of the Investment Advisors Act of 1940, as amended include only (which generally individuals with more than $ 5,000,000 in investments or an entity such as corporations, trusts, partnerships, or institutional investor that owns and invests on a discretionary basis at least $ 25 million in investments). When a subadvisor is utilized a client will not incur additional fees as disclosed in the Investment Management Agreement. The subadvisor’s fees are included in ROVS fees and the sub-advisory arrangement will not result in the client paying a higher fee. However, this arrangement may affect ROVS willingness to negotiate with the client below its standard fees, and therefore, may affect the overall fees the client pays. Clients generally have the option to purchase investment products that ROVS recommends through agents or brokers whereby ROVS would not receive indirect compensation. ROVS potentially can receive higher fees with a performance-based compensation structure than from those accounts that pay the asset-based fee schedule described above. To minimize this conflict, ROVS generally will enter into a performance fee arrangement upon the request of a client or in the case of specific investment performance objectives. ROVS does not manage or advise accounts based on commissions, subscription fees or hourly rate charges. Other Fees and Expenses you may incur fees for Fees charged by ROVS do not include custodian fees, trade settlement, brokerage commissions, taxes or any other third party charges. The fees also do not include management or other fees charged by funds or other products that client accounts may be invested in from time- to-time. The performance fee is calculated every year on the basis of the performance of the preceding year. New relationships established during the year will be charged at the respective pro-rated fee. At the same time the amount is charged to the account, ROVS will notify the client in writing that the fee has been debited and include the calculation basis. its management fee ROVS will generally bill quarterly and its performance fee annually. In measuring clients’ assets for the calculation of performance-based fees, realized and unrealized profit or loss will be included. Item 6. Performance-Based Fees & Side-by-Side Management Side-by-Side Management Performance-Based Fees ROVS manages many client accounts and as a result of differences in the fees charged on various accounts, ROVS has conflicts related to such side- by-side management of different accounts. For example, ROVS advisors may manage more than one account according to the same or a ROVS may enter into performance-based fee arrangements with qualified clients holding at least $ 1,000,000 AUM/AUA with ROVS and subject to individualized agreements with each client. To the ROVS – Reyl Overseas Ltd, CRD: 152526 5/17  substantially similar investment strategy and yet have a different fee schedule applicable to such account as a result of the respective clients’ AUM with ROVS. Generally, ROVS prefers its client relationships to have a minimum of $ 1,000,000 of AUM or AUA. ROVS may accept accounts below the minimum requirements or may retain accounts that have dropped below the minimum requirement due to market fluctuation or investment performance. Accounts that have family, corporate, or other relationships may be aggregated for purposes of the minimum account size. Item 8. Methods of Analysis, Investment Strategies & Risk of Loss Methods of Analysis following a Side-by-side management of different types of accounts may raise conflicts of interest when two or more accounts invest in the same securities or pursue a similar, although not identical, strategy. These potential conflicts include the favorable or preferential treatment of an account or a group of accounts, conflicts related to the allocation of investment opportunities, particularly with respect to securities that have limited availability, such as initial public offerings, and transactions in one account that closely follow related transactions in a different account. In addition, the results of the investment activities for one account may differ significantly from the results achieved for other accounts, particularly if ROVS individually tailors clients’ accounts. fundamental, quantitative and opportunities among ROVS has policies and procedures in place aimed to ensure that all client accounts are treated fairly and equitably. ROVS strives to equitably allocate investment relevant accounts over time. In addition, investment decisions for each account are made with specific reference to the individual needs and objectives of the account. Accordingly, ROVS may give advice or exercise investment responsibility or take other actions for some clients (including related persons) that may differ from the advice given, or the timing and nature of actions taken, for other clients. Investment results for different accounts, including accounts that are generally managed in a similar style, also may differ as a result of these considerations. Some clients may not participate at all in some investments in which other clients participate or may participate to a different degree or at a different time. Item 7. Types of Clients focus on liquid Discretionary Mandates For our discretionary clients, we generally focus on investments among various asset allocating classes, investment top-down approach, with the asset allocation decision being the biggest source of alpha. We seek international diversification in an effort to enhance portfolio return while trying to diversify risks. Our securities analysis methods may include, but are not limited to, technical research. We may also use hedging strategies to alter equity and/or currency exposure of discretionary mandate portfolios to try to protect the clients’ assets against market events likely to have a negative impact on performance. Our clients’ discretionary managed portfolios may include various commercial papers, certificates of deposit, municipal and governmental securities, corporate debt securities, mutual fund shares, precious metals (including securities of companies engaged in precious metals-related activities, and instruments that derive their value from precious metals), alternative investments such as funds of hedge funds and structured products. Our conservative investment style and advices tend to focus primary on long-term purchases and do not in principle include frequent trading. We investments, also generally investments grade fixed income instruments, well- known funds and diversification. individual clients, ROVS offers investment management services to high-net-worth insurance companies, investment companies and pooled investment vehicles. ROVS – Reyl Overseas Ltd, CRD: 152526 Non-Discretionary Mandates For our non-discretionary clients (advisory clients) we provide a trade-by-trade advice, tailored to 6/17  Types of Securities traded each client depending on individual needs and profile. We may provide advice on various instruments such as, but not limited to, equity securities, warrants, corporate debt securities, commercial papers, certificates of deposit, municipal and governmental securities, mutual fund shares, covered options, precious metals (including securities of companies engaged in precious metals-related activities, and instruments that derive their value from precious metals), alternative investments (including “hedge funds” and private equity vehicles) and structured products. Investment Strategies ROVS offers investment management and advisory services on the following types of securities and transactions: exchange-listed securities, securities traded over-the-counter, securities issued by non- US issuers, corporate debt securities (and other commercial paper), certificates of deposit, investment company securities such as mutual funds, US or foreign government securities, exchange foreign exchange funds, transactions, certain derivatives or structured in certain cases private fund products, and investments. Some of these securities, particularly those issued outside of the US, may not be registered with the SEC. ROVS is able to invest clients on a discretionary basis in securities offered outside the US to non-US investors in reliance on Regulation S under the Securities Act of 1933. The investment strategies used to implement investment advice given to clients by ROVS include long and short-term securities purchases, trading, margin transactions and option writing, including covered or uncovered options. in private ROVS offers five investment strategies as a foundation of a client tailor-made portfolio. Each client’s portfolio will differ based on a client’s unique situation and objectives within the parameters of the client selected investment strategy. five funds or structured Investments products may be limited to “accredited investors” or “qualified purchasers,” and may require investors to lock-up their assets for a period of time. These investments may have limited or no liquidity and they may involve different risks than investing in registered funds and other publicly offered and traded securities. In the context of a discretionary mandate, ROVS may invest client accounts into such securities without client consent. the ROVS will rely on the accuracy of a client’s corresponding in making representations representations investment regarding restrictions on behalf of a client’s account in connection with certain derivative, private fund or other similar investments with qualification restrictions. ROVS requires notification by the if the client’s representations become client inaccurate. Material Investment Risks ROVS’ investment strategies are: Fixed Income, Conservative, Balanced, Dynamic and Dynamic Plus. The Fixed Income strategy seeks significant long-term capital preservation and regular interest income with minimal volatility. The Conservative strategy seeks income generation and long-term capital appreciation with moderate volatility. The Balanced strategy seeks a balance of income and long-term capital appreciation generated by a broad mix of interest, income and capital gains with medium volatility. The Dynamic strategies seek significant long-term capital appreciation with modest interest income and dividend yield with above average volatility. The “special mandate” offers the client the possibility to specify his own asset allocation. Clients should bear in mind that investing in securities involves a risk of loss. Clients should be prepared to bear the risk of losing their investment in securities. Past performance is not an indication as to future results. ROVS – Reyl Overseas Ltd, CRD: 152526 7/17  activity, large sales by major investors, default, or other factors. Developments in the credit market may have a substantial impact on the companies ROVS may invest in and will affect the success of such investments. In the event of a default, the investment may suffer a partial or total loss. Among other risks, all investments made by ROVS will be subject to market risk, liquidity risk, and interest rate risk, and may be subject to credit and counterparty risk, risk in fluctuations of commodity pricing, risk of loss due to political and economic developments in foreign markets, and risks involving movements in the currency markets. in Funds: Market Risk: Market risk refers to the risk of loss arising from general economic and market conditions, such as interest rates, availability of credit, inflation rates, commodity prices, economic uncertainty, changes in laws and national and international political circumstances. Each account is subject to market risk, which will affect volatility of securities prices and liquidity. Such volatility or illiquidity could impair profitability or result in losses. Risk Related to Equity Investments: Investments in equity securities generally involve a high degree of risk. Prices are volatile and market movements are difficult to predict. These price movements may result from factors affecting individual companies or industries. Price changes may be temporary or last for extended periods. The value of specific equity investments generally correlates to the fundamentals of each particular security, but prices of equity investments may raise or fall regardless of fundamentals due to movements in securities markets. Income Risks Related to Investments For purposes of this discussion, the term “Fund” includes, but is not limited to, a US or non-US unit investment trusts, open-end and closed-end mutual funds, hedge funds, private equity funds, venture capital funds, real estate investment trusts, exchange traded funds (“ETFs”) and any other private alternative or investment fund. Investments in funds carry risks associated with the particular fund. Each fund and the respective manager will charge their own management and other fees, which will result in a client bearing an additional level of fees and expenses. US mutual funds generally must distribute all gains to investors, including investors who may not have an economic gain from investing in the fund, which can lead to negative tax effects on investors, particularly non-US persons. Investments in certain non-US funds by US persons result in US tax and reporting obligations and failing to comply with in significant such requirements can result penalties. Funds generally have unique risks of loss as described in their offering documents. Funds can make use of leverage to enhance returns, which raise the risk of default, interest rate risk, and increase volatility. Certain funds invest in derivatives, which can raise specific counter-party risks. Funds that are not traded can have illiquidity and valuation risks resulting in the inability to redeem or sell the fund on demand. See the discussion below relating to risks in structured products and derivatives for more information on the risks of investing in funds. Prices are especially sensitive invest Risks Related to Fixed Investments: Investments in fixed income securities (i.e., bonds) represent numerous risks such as credit, interest rate, reinvestment, and prepayment risk, all of which affect the value of the security and volatility of such value. In general, bonds with longer maturities are more sensitive to price changes. Additionally, the prices of high-yield, fixed-income securities fluctuate more than high-quality debt to issues. developments affecting the company’s business and to changes in the ratings assigned by rating agencies. Prices are often closely linked with the company’s stock prices. High-yield securities can experience sudden and sharp price swings due to changes in economic conditions, stock market ROVS – Reyl Overseas Ltd, CRD: 152526 Risks related to Structured Products & Derivatives: in structured products or ROVS may derivatives or invest in funds that hold investments in structured products or derivatives. In addition to the risks that apply to all investments in securities, investing and engaging in derivative instruments and transactions may involve different types of risk and possibly greater levels of risk. 8/17  Although These risks include, but are not limited to the following: increasing an contracts. is often possible to it negotiate the termination of an over-the-counter contract or enter into an offsetting contract, a counterparty may be unable or unwilling to terminate a contract with an account, especially during times of market instability or disruption. The markets for many exchange traded futures, options and other instruments are quite liquid during normal market conditions, but this liquidity may disappear during times of market instability or disruption. Leverage. Certain investment instruments such as derivatives may use leverage to achieve returns. The use of leverage may have the effect of disproportionately account’s exposure to the market for the securities or other assets underlying the derivative position and the sensitivity of an account’s portfolio to changes in market prices for those assets. Leverage will tend to magnify both the positive impact of successful investment decisions and the negative impact of unsuccessful investment decisions by ROVS on an account’s performance. Less Accurate Valuation. The absence of a liquid market for over-the-counter derivatives increases the likelihood that ROVS will not be able to correctly value these investments. (a “counterparty”) to perform invests in If Counterparty Credit Risk: When a derivative is purchased, a client’s account will be subject to the ability and willingness of the other party to the contract its obligations under the contract. Although exchange traded futures and options contracts are generally backed by a guarantee from a clearing corporation, an account could lose the benefit of a contract in the unlikely event that the clearing corporation becomes insolvent. A counterparty’s obligations under a forward contract, over-the-counter option, swap or other over-the-counter derivative contract are not so guaranteed. the counterparty to an over-the-counter contract fails to perform its obligations, an account may lose the benefit of the contract and may have difficulty reclaiming any collateral that an account may have deposited with the counterparty. Investments things, control Risks Relating to Foreign Currency Exposure: Accounts managed by ROVS are routinely subject to foreign exchange risks and bear a potential risk of loss arising from fluctuations in value between the US Dollar and such other currencies. ROVS primarily securities and other investments that are denominated in currencies other than US Dollars. Some client’s accounts hold significant foreign cash positions. Accordingly, the value of such assets may be affected favorably or unfavorably by fluctuations in currency rates. Often clients are seeking this foreign currency exposure. Thus, ROVS generally does not seek to hedge the foreign currency exposure. Even to the extent that ROVS does seek to hedge the foreign currency exposure, such hedging strategies may not necessarily be available or effective. Non-US Investments: in non-US securities expose the client’s portfolio to risks that in addition to those risks associated with investments in US securities. Such risks include, trade balances and among other imbalances, economic policies of various foreign governments, exchange regulations, withholding taxes, potential for nationalization of assets or industries, and the political instability of foreign nations. Lack of Correlation. The market value of a derivative position may correlate imperfectly with the market price of the asset underlying the derivative position. To the extent that a derivative position is being used to hedge against changes in the value of assets in an account, a lack of price correlation between the derivative position and the hedged asset may result in an account’s assets being incompletely hedged or not completely offsetting price changes in the derivative position. Illiquidity. Over-the-counter derivative contracts are usually subject to restrictions on transfer, and there is generally no liquid market for these ROVS – Reyl Overseas Ltd, CRD: 152526 General Risks Associated with Third Party Subadvisors: ROVS may select certain third party subadvisors to manage all or a portion of its clients’ assets. In these situations, ROVS continues to 9/17  third party subadvisors’ ability implement their conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on to the successfully investment strategies. In addition, ROVS generally does not have the ability to supervise the third party subadvisors on a day-to-day basis. and transfer in 2009 by Reyl & Cie to a third party financial institution in Singapore, of a EUR 600,000 account. In April 2023 Mr. François Reyl entered into a non- prosecution settlement agreement with the French prosecutor and was ordered to pay EUR 500,000 in relation with a last client, reduced to EUR 125,000 by application of the “confusion des peines” mechanism. Item 9. Disciplinary Information More information is available on ROVS’ Form ADV Part 1, available at www.adviserinfo.sec.gov. the integrity of Item 10. Other Financial Industry Activities and Affiliations ROVS has not been directly involved in any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of ROVS’ advisory business or its management. as broker-dealers, ROVS management personnel are neither registered, nor have an application pending to registered register future representatives of a broker-dealer, pool commodity commission merchants, operators, commodity trading advisors, or associated persons of the foregoing entities. However, Reyl & Cie, an advisory affiliate of ROVS, and Reyl & Cie’s Chief Executive Officer have entered into certain settlement agreements with third parties and have been the subject of adverse legal and disciplinary events. Below are summaries of certain events that may be material to a decision of whether to retain ROVS as an investment adviser. ROVS is a subsidiary of Reyl & Cie, which is registered and regulated by the Swiss Financial Market Supervisory Authority (“FINMA”) and thus enforced to comply with all provisions of the Swiss Anti-Money Laundering Act (“AMLA”). The authorised by FINMA ROVS is licensed as a portfolio manager by the Swiss Financial Market Supervisory Authority (FINMA) in accordance with the Federal Financial Institutions Act supervisory (FinIA). responsibilities are delegated to the supervisory organisation called Aktiengesellschaft für Aufsicht – AOOS (“AOOS”) Clausiusstrasse 50, 8006 Zurich, Switzerland. Reyl & Cie entered into non-prosecution settlement agreement in January 2016 with the French prosecutor and was ordered to pay a fine of EUR 2.8 million for tax fraud laundering relating to six French clients, representing EUR 4.8 million assets in aggregate. In December 2016 Reyl & Cie was sentenced by the Paris Criminal Court and ordered to pay a fine of EUR 1,875 million on charges of tax fraud laundering in connection with the closure and transfer in 2009 of an EUR 600,000 account, to a third party financial institution in Singapore. In April 2023 Reyl & Cie entered into a non-prosecution settlement agreement with the French prosecutor and was ordered to pay EUR 5,750 million in relation with a last client, reduced to EUR 1,075 million by application of the “confusion des peines” mechanism. ROVS is moreover a member of OFS Ombud finance Switzerland (“OFS”) which provides dispute resolution services to affiliated financial institutions, financial service providers, financial advisers and their clients. OFS is legally recognised pursuant to Art. 84 para. 1 FinSA Relationship with the affiliated Reyl & Cie. In December 2016 Mr. François Reyl was sentenced by the Paris Criminal Court, in capacity as CEO of Reyl & Cie, to a 12-month suspended term and a fine of EUR 375,000 on charges of tax fraud laundering in connection with the closure ROVS – Reyl Overseas Ltd, CRD: 152526 10/17  interest as described ROVS shares supervised personnel with its affiliate Reyl & Cie. presents a conflict of elsewhere in this brochure. Code of Ethics ROVS bases its investment decisions on various sources including information of Reyl & Cie. in its clients’ best interests. ROVS does not believe above arrangement presents a conflict of interest for the clients of ROVS. governing personal ROVS does not recommend or select other investment advisers for its clients. Relationship with the Subadvisor ROVS treats all clients equitably and has a duty to act Except as otherwise described in this brochure, the interests of clients will be placed above ROVS’ interests in case of any conflict. ROVS has adopted a Code of Ethics (the “code”) and attendant policies and procedures securities transactions by ROVS and its personnel. The code also provides guidance and instruction to ROVS and its personnel on their ethical obligations in fulfilling its duties of loyalty, fairness and good faith towards the clients. is a conflict of interest for conducting personal The overriding principle of ROVS’ Code of Ethics is that all employees of ROVS owe a fiduciary duty to clients. Accordingly, employees of ROVS are responsible trading activities in a manner that does not interfere with a client’s portfolio transactions or take improper advantage of a relationship with any client. ROVS maintain a relationship with an unaffiliated subadvisor, Rising Star Financial, LLC registered with the state of Texas as an investment adviser. There in utilizing subadvisors, as there is an incentive to ROVS in selecting a particular manager over another in the form of fees or services they offer. Rising Star Financial, LLC and RSHB S.A., a promoter on behalf of ROVS, share the same ultimate beneficial This affiliation could create an ownership. incentive for the promoter to recommend ROVs services or take action that may benefit Rising Star Financial, LLC. Clients should be aware of the aforementioned conflicts when considering the promoter and/or sub-advisor’s services provided. ROVS seeks to make its selection of sub advisors in the best interest of the client. ROVS will conduct an initial due diligence and ongoing monitoring of the subadvisor’s continued qualifications, investment strategy, suitability, and performance as it pertains to the client’s assets. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading The code contains provisions designed to try to: (i) prevent, among other things, improper trading by ROVS’ employees; (ii) identify conflicts of interest; and (iii) provide a means to resolve any actual or potential conflicts of interest in favor of the clients. The code attempts to accomplish these objectives by, among other things: (i) requiring pre-clearance of specific trades, which includes documenting any exceptions to such pre-clearance requirement; (ii) restricting trading in certain securities that may cause a conflict of interest, as well as (iii) periodic reporting regarding transactions and holdings of employees. The code contains sections including, but not limited to, the following key areas: (i) restrictions on personal investing activities; (ii) gifts and business entertainment; and (iii) outside business activities. ROVS seeks to minimize conflicts of interest and resolve those conflicts of interests in favor of its clients to the extent it determines reasonable and necessary in accordance with its Code of Ethics, however, ROVS may receive indirect compensation from time-to-time as a result of its investment advisory activities, and ROVS recognizes that this The code also provides for ROVS’ execution of supervisory policies and procedures, and the review and enforcement processes of such policies and procedures. ROVS has designated a Chief ROVS – Reyl Overseas Ltd, CRD: 152526 11/17  Compliance Officer responsible for maintaining, reviewing and enforcing ROVS’ Code of Ethics and corresponding policies and procedures. personal securities own interests. Any transactions must be carried out in a manner that does not work to the disadvantage of clients’ transactions or result in a conflict of interest, or even the appearance of a conflict of interest. In order to ensure that ROVS personnel never trade ahead of their clients, the firm requires all trading in specific positions for officer and employee accounts to come after the analogous trades are executed for client accounts. Item 12. Brokerage Practices The fundamental position of ROVS is that, in transactions, effecting personnel of ROVS must place at all times the interests of clients ahead of their own pecuniary interests. All personal securities transactions by these persons must be conducted in accordance with the Code of Ethics and in a manner to avoid any actual or potential conflict of interest or any abuse of any person’s position of trust and responsibility. Further, these persons should not take inappropriate advantage of their positions with or on behalf of a client. ROVS’ clients primarily open accounts at custodial banks in Switzerland. Each client may select the bank for his or her account and accounts can be booked with US custodians as well. ROVS does not select custodial banks on a client’s behalf. If a person subject to the Code of Ethics fails to comply with the code, such person may be subject to sanctions, which may include warnings, disgorgement of profits, restrictions on future personal trading, and, in the most severe cases, the possibility of dismissal. ROVS will provide a copy of the Code of Ethics to any client or prospective client upon request. risks associated with Each custodian bank has its own policies and procedures relating to brokerage. Generally, the custodial banks require ROVS to route securities orders through the trading desk of the bank thus not permitting ROVS to select the broker-dealer. As ROVS will not have discretion in selecting the broker-dealer, the client should be aware of the incumbent such arrangement. Participation or Interest in Client Transactions Brokers Selected by the Custodian Bank Although ROVS does not hold proprietary positions, ROVS’ related persons may own, buy, or sell for themselves the same securities that they or ROVS have recommended to clients. Thus, from time-to-time, a client account may purchase or hold a security in which a related person of ROVS has financial interest or an ownership position, or a related person may purchase a security that is held in a client account. Also, from time-to-time, ROVS employees or related persons may invest alongside the firm’s clients, both to align the interest of firm and personnel and firm clients and as an expression of confidence in our portfolio management efforts. In order to minimize this conflict of interest, securities recommended by ROVS are widely held and publicly traded. In addition, in accordance with its fiduciary duty to clients, ROVS and its associated persons will place client interests ahead of their that the broker-dealer used ROVS – Reyl Overseas Ltd, CRD: 152526 Brokerage for transactions involving assets held at Swiss banks generally must be made through the broker-dealer specified by the custodian bank. In most cases, Swiss custodian banks act as a broker- dealer and/or maintain relationships with designated broker-dealers (including potentially an affiliate of the custodian bank). If required by the custodian bank, ROVS effectuates security transactions through the custodian bank or the broker or dealer designated by the custodian bank selected by the client. In such cases, ROVS cannot guarantee that the client will receive best execution or the best commissions because ROVS does not control these factors. Clients should be aware of the factors outlined below under the heading Directed Brokerage as these factors also apply with respect to assets maintained at Swiss banks. Clients also should be aware of the for potential 12/17  transactions may not be a registered broker-dealer under the Exchange Act. Client Directed Brokerage A client may direct ROVS to use a particular broker or dealer who has an existing relationship with, or provides custodial or other services, to a client. ROVS requires any directed brokerage instructions to be in writing unless such arrangement is inferred in the context of the custodian’s brokerage limitations. Generally, all Swiss custodian banks require use of their broker, and as a result, ROVS treats such arrangements as client-directed brokerage because the client selects the custodian bank. Before choosing to enter into a directed brokerage arrangement, clients should be aware of the following disadvantages: client Accounts held at the bank to independent brokers and dealers. In selecting brokers and dealers to effect client transactions, ROVS attempts to obtain for clients: (i) the prompt execution of client transactions while market conditions still favor the transaction and (ii) the most favorable net prices reasonably obtainable. This is called “best execution.” In placing orders to purchase and sell equity securities, ROVS selects brokers that it believes will provide the best overall qualitative execution given the particular circumstances. A broker may provide more favorable terms and a higher quality of service to customers who place a higher volume of transactions through that broker. Accordingly, to obtain the benefits of higher volume trading for clients, we may place a large portion of client equity transactions through a limited number of brokers that meet ROVS’ quality standards. When selecting a new equity broker, ROVS conducts a due-diligence review of the broker to evaluate whether the broker is likely to provide best execution. We may consider any of the following factors: - The ability of the custodian bank to settle - ROVS will not be able to negotiate commission rates with the designated broker because ROVS will not have the negotiating leverage that results from the ability to trade away from a designated broker. transactions with the broker. - The quality of services provided (including commissions, which may not be the lowest available but which ordinarily will not be higher than the generally prevailing competitive range). - Directed brokerage may cost clients more money. Directed brokerage clients may pay higher commission rates than those paid by other clients, may receive less favorable trade executions and may not obtain best execution on their transactions. - The extent of coverage of the various markets ROVS trades in. - The broker’s ability to communicate effectively with ROVS. - The broker’s ability to execute and settle difficult trades. - Whether or not the broker offers lower cost electronic trading. clearance and settlement - The broker’s efficiency. - Whether or not the broker can handle ROVS’ - Directed brokerage accounts will not be able to participate in aggregated or block transactions with other clients. This will preclude directed brokerage accounts from obtaining the volume discounts or more favorable terms that might be available from aggregated transactions. - If ROVS is placing orders in the same security for both directed brokerage clients and clients that use other brokers, ROVS usually place orders for directed brokerage clients after it has placed orders for other clients. range of order sizes. - The broker’s ability to maintain confidentiality ROVS Selection of Broker-Dealers and anonymity. - The reputation of the broker. - The stability and financial strength of the broker. When the custodian bank permits ROVS to select the broker-dealer, ROVS will route securities orders to purchase and sell securities for those ROVS – Reyl Overseas Ltd, CRD: 152526 13/17  Due to the fact ROVS is based in Switzerland and many of the securities purchased are non-US securities, the brokers used by ROVS may not be registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). into consideration. rates, ROVS’ Chief Compliance Officer reviews the due diligence performed and approves or rejects the selection of each broker. On a regular basis, ROVS monitors the services provided by the approved brokers, the quality of executions and research, commission the overall brokerage relationship, and any other issues. ROVS will periodically reconsider whether placing a large portion of client trades through a particular broker continues to be in the best interest of our clients. ROVS affiliated Bank serving as Custodian for ROVS’ clients Should ROVS combine orders into block trades when purchasing the same security for multiple client accounts, such aggregated orders (“block trades”) will be pre-allocated amongst the participating client accounts. When selecting the participating accounts a variety of factors such as suitability, investment objectives and strategy, risk tolerance and/or the ability to invest additional funds will be taken In determining the portion for each participating account further factors such as account’s size, diversification, asset allocation and position weightings as well as any other appropriate factors might be of relevance. Participating accounts in a block trade placed with the same broker or the same custodian bank generally will receive an average price. Transaction costs will be shared on a proportionate basis and as determined in the agreement with the custodian. This can either be a sharing on a pro rata basis, or covered with a implemented “ticket fee”, or based on the digressive model, whereas costs decrease in relation to the purchased quantity and include the application of a minimum rate, when shared costs are below a defined amount. Partial fills of transactions will be allocated on a pro rata share basis. heading Client Directed Where ROVS’ clients select the affiliated Bank to serve as their custodian, the Bank is deemed to also execute ROVS’ client’s securities orders (see heading Brokers selected by the custodian bank). These arrangements create a material conflict of interest for ROVS and its clients as described under the Brokerage. There are a variety of custodians, amongst them, ROVS affiliated Bank. Thus, ROVS may not always be impartial with respect to its recommendations of Custodians. ROVS seeks to minimize this conflict of interest by reviewing on a regular basis, the services provided by the affiliated Bank, the quality of executions, commission rates and any other issues. ROVS will periodically reconsider whether placing client trades through its affiliated Bank continues to be in the best interest of ROVS’ clients. Block Trades through As it is ROVS policy not to aggregate client transactions, but to do such transactions on a client-by-client basis the respective transaction costs and the custodial banks, commissions for each client may be higher. Because ROVS’ clients maintain accounts at different custodian banks and because many of these custodian banks mandate the use of a specific broker (see description above), often ROVS places more than one block trade for the same security with more than one broker. ROVS transmits such block trades to more than one broker in a random pattern (i.e., ROVS does not favor one custodian bank or broker over another with respect to the order in which block trade orders are sent). The average price realized on a securities order placed with different brokers will vary broker to broker, and clients generally will receive different average prices and transaction costs for the same security order depending upon the custodian bank and the respective broker used in the block trade. Also note, since most Swiss custodian banks warehouse securities orders until filled, there may be delays in settlement between client accounts depending on the practice of the respective custodian bank and/or broker. ROVS – Reyl Overseas Ltd, CRD: 152526 14/17  Decision Making Process; Balancing the Interests of Multiple Client Accounts a “safe harbor” that permits an investment manager to use brokerage commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. securities portfolios; rating research and In making the decision as to which securities are to be purchased or sold and the amounts thereof, ROVS is guided by the general guidelines set up at the inception of the adviser-client relationship in cooperation with the client and a periodic review of the asset allocation. These general guidelines cover such matters as the relative proportion of debt and equity securities to be held in the portfolio, the degree of risk that the client wishes to assume and the types and amounts of securities to be held in the portfolio. ROVS’ authority may be further limited by specific instructions from the client, which may restrict or prohibit transactions in certain securities. Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing corporate analysis of governance services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data, certain valuation and pricing data and economic data); and advice from brokers on order execution. liquid publicly traded Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., investment connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services the SEC or a self-regulatory required by services, comparison such as organization electronic confirms or trade affirmations. Trade Errors ROVS may manage numerous accounts with similar or identical investment objectives or may manage accounts with different objectives that may trade in the same securities. Despite such similarities, portfolio decisions relating to client investments and the performance resulting from such decisions may differ from client to client. ROVS will not necessarily purchase or sell the same securities at the same time or in the same proportionate amounts for all eligible clients, if different clients have selected particularly different investment profiles, have materially different amounts of capital under management with ROVS or different amounts of investable cash available. In certain instances such as purchases of less securities or oversubscribed public offerings, it may not be possible or feasible to allocate a transaction pro rata to all eligible clients, especially if clients have materially different sized portfolios. Therefore, not all clients will necessarily participate in the same investment opportunities or participate on the same basis. Use of Soft Dollars ROVS may maintain soft dollar arrangements, and to the extent it does it will only do so in accordance with the conditions of the safe harbor provided by Section 28(e) of the Exchange Act. Section 28(e) is is to execute trades Although ROVS’ goal seamlessly in the manner intended by the client and consistent with its investment decisions, ROVS recognizes that errors can occur for a variety of reasons. ROVS’ policy in dealing with such errors is to: - Identify any errors in a timely manner. - Correct all errors so that any affected account is placed in the same position it would have been in had the error not occurred. ROVS – Reyl Overseas Ltd, CRD: 152526 15/17  - Incur all costs associated with correcting an error (or to pass the costs on to the broker, depending on which party is at fault). Costs from corrective actions are not to be passed on to a client. a written agreement. Such referral fees will the annual generally be a percentage of management fees paid to ROVs and paid quarterly. Such compensation is paid entirely out of ROVS’ fees and does not result in any additional charges to the clients. - Evaluate how the error occurred and assess if any changes in any processes are warranted or if any continuing education is required. interest because The consequences and the required corrective measures may be different depending upon the nature of the error or the account affected. Item 13. Review of Accounts Promoter arrangements inherently give rise to potential conflicts of the promoter is receiving an economic benefit for the recommendation of advisory services. Further, RSHB S.A. shares the same ultimate beneficial ownership with Rising Star Financial, LLC, a sub- advisor for the Firm, which may further create an incentive to direct clients to the Firm. continuously monitored and Discretionary accounts: All discretionary accounts reviewed are periodically in an effort to ensure that they remain aligned with the client’s investment plan and are positioned appropriately given current market conditions as part of ROVS’ general investment process. This arrangement may affect ROVS willingness to negotiate below its standard fees, and therefore may affect the overall fees you may pay. This means that we have a conflict of interest in negotiating fees with you, or we may raise fees to include the compensation that we pay to promoters who introduce to the Firm. Non-discretionary accounts: Non-discretionary accounts are periodically reviewed to make sure investments are consistent with client’s risk profile and objectives. To mitigate these conflicts, clients are not charged management fees greater than the fees ROVS charges clients not referred by promoters. Additionally, referred clients will be screened to ensure that our services, fees and investment strategies are suitable to their investment needs and objectives. Annual review: The relationship managers are responsible for the periodic review (at least annually) of client accounts. The annual review covers all key aspects of the client relationship, including, among other things, any changes in the client’s personal and financial situation, risk profile and the suitability of the chosen investment program. Item 14. Client Referrals and Other Compensation third parties ROVS compensates for client referrals. Such arrangements comply with the conditions and requirements of Rule 206(4)-1 under the Investment Advisers Act of 1940. ROVS may receive remuneration from third parties in connection with investment advisory its services. Such remuneration can include referral fees, discounts, service fees, including shareholder service fees, privately offered funds, insurance products, variable annuities or other investment products paid to ROVS for recommending an investment, for investing client funds in such product or for marketing assistance or the performance of certain administrative tasks associated with making an investment. Please refer to the discussion of the conflicts of interest presented by ROVS’ remuneration in Item 5. Specifically, ROVS has entered into a promoter arrangement with RSHB S.A. to solicit clients on behalf of the Firm. The Promoter is compensated for introducing prospective clients to ROVS under ROVS – Reyl Overseas Ltd, CRD: 152526 ROVS’ employees or associated persons may be invited to attend seminars and meetings with the costs associated with such meetings borne by a 16/17  firm or other party sponsoring brokerage extending the invitation. Item 15. Custody to be sent to. If ROVS inadvertently receives any proxy materials on behalf of a client, ROVS will promptly forward such materials to the client. ROVS will exercise investment authority for certain corporate actions (such as, but not limited to tenders, rights offerings, splits etc.) in connection with discretionary accounts. For advisory clients, corporate actions are discussed with them prior to the event taking place. Clients who have questions about proxies may contact ROVS for further information. Class Actions investments are maintained. ROVS does not direct client participation in class action lawsuits. ROVS will determine whether to return any documentation inadvertently received regarding clients’ participation in class actions to the sender, or to forward such information to the appropriate clients. ROVS typically is given authority to have its fees directly deducted from a client’s account. Consequently, ROVS is deemed to have custody of such funds. In such cases, ROVS has established procedures to ensure the client’s account is held at a qualified custodian in a separate account for each client. The client establishes the bank account directly and therefore is aware of the qualified custodian’s name, address and the manner in which Account statements are prepared by the custodian bank. Generally, these statements include a listing of all valuations and all transactions occurring during the period. Item 16. Investment Discretion ROVS will not advise or act on behalf of clients in any legal proceeding, including bankruptcies or securities shareholder class action litigation involving securities held or previously held in client accounts. Accordingly, ROVS is not responsible for responding to, or forwarding to clients, any class action settlement offers relating to securities currently or previously held in the client account. Item 18. Financial Information implement ROVS has not been the subject of a bankruptcy petition at any time. As of the date of this brochure we do not believe it is reasonably likely that any future liability will impact our ability to meet our contractual commitments to our clients. ROVS accepts discretionary authority to manage client accounts as described above. Clients rarely restrict the authority by which ROVS may act; however, each client has the opportunity to communicate any form of limitation in writing. In the context of a discretionary mandate, ROVS makes investment decisions without consulting the client by utilizing its limited power of attorney for the management of the account maintained at the custodian bank selected by the client. In the context of a non-discretionary mandate, ROVS’ investment discretion is limited to an advisory role and ROVS does not investment decisions without the approval of the client. ROVS never has discretionary authority to select a qualified custodian for a client’s account. Item 17. Voting Client Securities Proxy Voting ROVS generally does not have the authority to vote client proxies. Clients make arrangements directly with their custodian to vote proxies for securities or where proxy or other solicitation materials have ROVS – Reyl Overseas Ltd, CRD: 152526 17/17