Sepio Capital, LP

Sepio Capital, LP Form ADV Part 2A – Disclosure Brochure Effective: March 30, 2026 This Form ADV 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Sepio Capital, LP (“Sepio,” “Advisor,” “we,” “us,” or “our”). If you have any questions about the content of this Disclosure Brochure, please contact the Advisor at (415) 915-3716. Sepio is a registered investment advisor with the U.S. Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure will help you determine whether to retain Sepio. information about Sepio and its Advisory Persons is available on the SEC’s website at Additional www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 285645. Sepio Capital, LP 2795 Cottonwood Parkway, Suite 600, Salt Lake City, UT 84121 Phone: (415) 915-3716 * Fax: (415) 915-3708 www.sepiocap.com  ITEM 2 – MATERIAL CHANGES This Disclosure Brochure provides information about a variety of topics relating to our business practices and conflicts of interest. Communication and transparency are foundational to our client relationships, and we are committed to providing complete and accurate information. We encourage all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with us. Material Changes Effective March 30, 2026, Sepio has expanded its custodial relationships to include Charles Schwab & Co., Inc. (“Schwab”) as a second qualified custodian, in addition to its existing relationship with Fidelity Brokerage Services LLC. Sepio now maintains institutional relationships with both Fidelity and Schwab and may recommend either custodian based on each Client’s individual needs. Please see Item 14 for additional information. Future Changes From time to time, we may amend this Disclosure Brochure to reflect changes in our business practices, changes in regulations or routine annual updates as required by the securities regulators. This complete Disclosure Brochure or a Summary of Material Changes shall be provided to you annually and if a material change occurs in the business practices of Sepio in the interim. At any time, you may view the current Disclosure Brochure on-line at the SEC’s Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching Sepio’s firm name or CRD#’ 285645. You may also request a copy of this Disclosure Brochure at any time, by contacting the Advisor at (415) 915-3716. 1  ITEM 3 – TABLE OF CONTENTS ITEM 2 – MATERIAL CHANGES ..................................................................................................................................... 1 ITEM 3 – TABLE OF CONTENTS .................................................................................................................................... 2 ITEM 4 – ADVISORY SERVICES .................................................................................................................................... 3 ITEM 5 – FEES AND COMPENSATION .......................................................................................................................... 7 ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ....................................................... 11 ITEM 7 – TYPES OF CLIENTS ...................................................................................................................................... 12 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ......................................... 13 ITEM 9 – DISCIPLINARY INFORMATION ..................................................................................................................... 17 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ........................................................... 18 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................................................................................................................................ 19 ITEM 12 – BROKERAGE PRACTICES ......................................................................................................................... 20 ITEM 13 – REVIEW OF ACCOUNTS ............................................................................................................................. 22 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION .............................................................................. 23 ITEM 15 – CUSTODY .................................................................................................................................................... 25 ITEM 16 – INVESTMENT DISCRETION ....................................................................................................................... 26 ITEM 17 – VOTING CLIENT SECURITIES ................................................................................................................... 27 ITEM 18 – FINANCIAL INFORMATION ......................................................................................................................... 28 2  ITEM 4 – ADVISORY SERVICES A. Firm Information Sepio was formed in 2017 and is a registered investment advisor with the SEC. Sepio is organized as a limited partnership under the laws of Delaware. Sepio is owned by Roger A. Carter, Joshua R. Carter, Donald (Brad) Edgren, John Beatson, Hansen Ringer, and Mitchell Rencher who are Sepio’s managers, and Sepio Capital Holdings, LLC. The Disclosure Brochure provides information regarding our qualifications, business practices, and the advisory services provided by Sepio. B. Advisory Services Offered We offer investment advisory services to high-net-worth individuals, families, trusts, estates, charitable organizations, businesses, retirement plans, institutional investors, pooled investment vehicles, special purpose vehicles (SPV) and registered investment companies (each referred to as a “Client” or together, “Clients”). We serve as a fiduciary to our Clients, as defined under applicable laws and regulations. As a fiduciary, we uphold a duty of loyalty, fairness and good faith towards each Client and seek to mitigate conflicts of interest. Investment Advisory Services We provide customized investment advisory solutions for our Clients. This is achieved through continuous Client contact while providing discretionary investment management, financial planning and related advisory services. We typically offer these services as a bundled advisory engagement but may offer them individually. We work closely with each Client to develop an investment strategy that seeks to achieve the goals of the Client. We primarily utilize proprietary investment strategies and/or unaffiliated money managers or investment platforms (collectively “Independent Managers”) to customize Client portfolios based on the Client’s specific situation. Proprietary Strategies – When deemed to be in the Client’s best interest, we will recommend to Clients, based on their specific needs, that all or a portion of their investment portfolio be implemented by utilizing our proprietary strategies. The proprietary strategies are primarily constructed utilizing mutual funds, exchange-traded funds (“ETFs”), individual stocks and bonds, and when appropriate, digital assets. We may also utilize other types of investments, as appropriate, to meet the needs of each particular Client. Additionally, we may retain legacy securities positions due to portfolio fit and tax considerations. We may also allocate a portion of your portfolio to our proprietary pooled investment vehicles, including our private funds and ETFs, or a combination of both. There is an inherent conflict of interest when recommending your assets be allocated to our proprietary products because we will receive additional fees from the management of such products. This conflict is mitigated by the fact that Clients are not obligated to invest in any of our proprietary products. We evaluate and select investments for inclusion in Client portfolios only after applying our internal due diligence process, which includes, but is not limited to, determining fair value of securities, assessing fundamental momentum and determining risk management parameters for each security in a portfolio. Our investment strategies are primarily long-term focused, but we may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. All Client assets will be managed within their designated separately held account[s] at the Custodians, pursuant to the terms of the investment advisory agreement. This means that your assets are not pooled with other Client assets at the Custodians of record. All private fund assets are maintained by a qualified custodian. For additional information, please see Item 12 – Brokerage Practices. Assets of Clients who are invested in Private Funds or SPVs are pooled with the assets of other investors. Retirement Accounts – When we provide investment advice to Clients regarding ERISA retirement accounts or 3  individual retirement accounts (“IRAs”), we are acting as 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, we will provide investment advice to Clients regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA or recommend a similar transaction including rollovers from one ERISA sponsored plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to a fee-based account). Such a recommendation creates a conflict of interest if we 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 us. Use of Independent Managers - We may also recommend to Clients that all or a portion of their investment portfolio be implemented by utilizing one or more Independent Managers. In such instances, the Client may be required to authorize and enter into an advisory agreement with the Independent Manager[s] that defines the terms in which the Independent Manager[s] will provide investment management and related services. We may also assist in the development of the initial policy recommendations and managing the ongoing Client relationship. We perform initial and ongoing oversight and due diligence over the selected Independent Manager[s] to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. The Client, prior to entering into an agreement with unaffiliated investment manager[s] or investment platform[s], will be provided with the Independent Manager’s Form ADV Part 2A (or a brochure that makes the appropriate disclosures and describes the fees and expenses associated with investing with the Independent Manager). Digital Assets – We will assist interested Clients with establishing a digital currency account through Fidelity Digital Asset Services, LLC (“FDAS”). FDAS is a platform for Digital Assets which Sepio offers as a possible portfolio management diversification strategy for Clients that express an interest in exposure to digital assets. “Digital Asset” shall mean a digital asset (also called a “cryptocurrency,” “virtual currency,” “digital currency,” or “digital commodity”), such as bitcoin, which is based on the cryptographic protocol of a computer network that may be (i) centralized or decentralized, (ii) closed or open-source, and (iii) used as a medium of exchange and/or store of value. Clients will establish a Digital Asset account and transfer funds into an account opened on the FDAS platform. Sub-Advisory Services Sepio provides sub-advisory services to registered investment companies (herein the “Registered Funds”). We are responsible for selecting the investments for the Registered Funds in accordance with the Registered Funds’ objectives, policies and restrictions. We construct the overall portfolios and provide trading instructions to the unaffiliated investment adviser of the Registered Funds. For more detailed information on investment objectives, policies and guidelines, please refer to the Registered Funds’ prospectus as filed with the U.S. Securities and Exchange Commission. Private Fund Advisor Services We serve as the investment manager to pooled investment vehicles (each a “Fund” and collectively the “Funds”) and SPVs. These services are detailed in the offering documents for each Fund or SPV, 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 Funds and SPVs are deemed to be Clients of Sepio. We manage each Fund and SPV based on the investment objectives, policies and guidelines as set forth in the respective Offering Documents and not in accordance with the individual needs or objectives of any particular investor therein. Each prospective investor interested in investing in a Fund or SPV is required to complete a subscription agreement in which the prospective investor attests as to whether or not he or she meets the qualifications to invest in the Fund or SPV and further acknowledges and accepts the various risk factors associated with such an investment. In general, investors in the Funds and SPVs are not permitted to impose restrictions or limitations. However, we may enter into side letter agreements with one or more investors that may alter, modify, or change the terms of interest held by investors. Certain types of side letters create a conflict of interest between Sepio and the investors 4  in the Fund or SPV, and/or between investors themselves. For more detailed information on investment objectives, policies and guidelines, please refer to the respective Fund’s or SPV’s Offering Documents. Strategic Planning and Consulting Services We also provide strategic planning and consulting services to Clients as part of the investment advisory engagement or as a separate engagement. Services are offered in several areas of a Client’s financial situation, depending on their goals, objectives and financial needs. Services are tailored to the unique needs of the Client. Strategic planning and consulting engagements may encompass one or more areas of need, including, but not limited to, the needs of individuals and families, such as strategic investment planning, spending policy analysis, budgeting and cash flow planning, charitable giving, tax planning, insurance analysis and other financial matters. For institutions, consulting services may include outsourced Chief Investment Officer services, investment policy development, manager due diligence and other advisory services. At times, we may also refer Clients to an accountant, attorney, affiliated or third-party Trust company or other specialist, as appropriate for their unique situation. In instances where we refer Clients to our affiliated Trust Company, there is a revenue sharing agreement in place whereby Sepio Trust Company shares revenue with Sepio Capital based on the underlying scope of work. We do not receive compensation for referrals to non- affiliated entities. For certain financial planning engagements, we will provide a written summary of Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, we may not provide a written summary. Plans or consultations are typically completed within six months of contract date, assuming all information and documents requested are provided promptly. Strategic planning and consulting recommendations pose a conflict between the interests of Sepio and the interests of a Client. Clients are not obligated to implement any recommendations made by us or maintain an ongoing relationship with us. If the Client elects to act on any of the recommendations made by us, the Client is under no obligation to implement the transaction through Sepio. Retirement Plan Advisory Services We provide advisory services on behalf of retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). Our retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: ● Vendor Analysis ● Plan Participant Enrollment and Education Tracking ● Investment Policy Statement (“IPS”) Design and Monitoring ● Investment Management ● Performance Reporting ● Ongoing Investment Recommendation and Assistance ● ERISA 404(c) Assistance ● Benchmarking Services These services are provided by Sepio serving in the capacity as a fiduciary under the Employee Retirement 5  Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of Sepio’s fiduciary status, the specific services to be rendered and all direct and indirect compensation we reasonably expect under the engagement. C. Client Account Management Prior to engaging us to provide investment advisory services, each Client is required to enter into one or more advisory agreements with us that define the terms, conditions, authority and responsibilities of Sepio and the Client. These services may include: ● Establishing an Investment Strategy – We, in connection with the Client, will develop a strategy targeted to achieve the Client’s investment goals and objectives. ● Asset Allocation – We will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk of each Client. ● Portfolio Construction – We will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. ● Investment Management and Supervision – We will provide investment management and ongoing oversight of the Client’s portfolio. ● Strategic Planning and Consulting – For Clients engaging for investment advisory services, we provide ongoing strategic planning and related services regarding the Client’s overall financial situation. D. Assets Under Management As of December 31, 2025, we managed $4,464,814,589 in Client assets, of which $3,827,796,801 was managed on a discretionary basis, and $637,017,787 was managed on a non-discretionary basis. 6  ITEM 5 – FEES AND COMPENSATION The following paragraphs detail our fee structure and compensation methodology. Each Client shall enter into one or more agreements that detail the responsibilities of Sepio and the Client. A. Fees for Advisory Services Investment Advisory Services Investment advisory fees are paid monthly, in advance of each month, pursuant to the terms of the investment advisory agreement. Investment advisory fees are based on the market value of all assets under management at the end of the prior month. Investment advisory fees typically range from 0.50% to 1.00%, depending on the size of the relationship, the complexity of the services to be provided, reporting requirements and/or the investment strategies for the account[s]. The investment advisory fee in the first month of service is prorated from the inception date of the account. Certain Clients may have a fixed annual fee or fixed rate fee that differs from the range above. Additionally, certain legacy Clients may pay investment advisory fees quarterly. The Client’s fees will take into consideration the aggregate assets under management with us. Investment advisory fees include financial planning and consulting services, unless separately engaged for financial planning and consulting. We will conduct periodic reviews of the Custodians’ valuations. Use of Independent Managers – As noted in Item 4, we will implement all or a portion of a Client’s investment portfolio utilizing one or more Independent Managers. To eliminate any conflict of interest, we do not earn any compensation from an Independent Manager. We will only earn our investment advisory fee as described above. Independent Managers typically do not offer any fee discounts but may have a breakpoint schedule which will reduce the fee with an increased level of assets placed under management with an Independent Manager. The terms of such fee arrangements are included in the Independent Manager’s disclosure brochure and applicable contract[s] with the Independent Manager. Sub-Advisory Services The Registered Fund’s fee is 0.71% based on the Registered Funds’ average daily net assets. For its services, the investment adviser of the Registered Funds pays us the net of the fee received less the Registered Funds’ operating expenses. For more detailed information on advisory fees, please refer to the Registered Funds’ prospectus as filed with the U.S. Securities and Exchange Commission. Private Fund /SPV Advisor Services Fees for the Funds and SPVs are paid quarterly pursuant to the terms of the Funds’ or SPVs’ operating agreements and subscription documents. We may charge an investment management fee at an annual rate of up to 2.00%. Additionally, the Funds and SPV may charge performance-based fees as outlined in Item 6 below. For more detailed information on the fees and compensation received by the Sepio and its affiliates, please refer to the respective Fund or SPV Offering Documents. Strategic Planning and Consulting Services If provided as a separate engagement, strategic planning and consulting services are offered on a fixed fee basis. Fees may be negotiable depending on the nature and complexity of each Client’s circumstances. An estimate for total costs will be determined prior to engaging for these services. Retirement Plan Advisory Services Fees for retirement plan advisory services are charged an annual asset-based fee of up to 1.00%, billed monthly in advance of each month, pursuant to the terms of the agreement. Retirement plan advisory fees are based on the market value of assets under management at the end of the prior month. Fees may be negotiable depending on the size and complexity of the Plan. 7  Sepio Trust Company Where Sepio Capital serves as investment advisor to a trust administered by Sepio Trust Company, the client will be charged a single consolidated trustee fee by Sepio Trust Company. This consolidated fee encompasses both the trust administration services provided by Sepio Trust Company and the investment advisory services provided by Sepio Capital. Sepio Trust Company remits the investment advisory portion of the consolidated fee to Sepio Capital pursuant to the terms of the investment advisory agreement between Sepio Capital and Sepio Trust Company. Clients should be aware that because Sepio Capital’s compensation is paid from the consolidated trustee fee, the total cost of trust and advisory services may differ from the investment advisory fee that would otherwise be charged under a standalone advisory engagement. The specific terms of the fee arrangement, including the allocation between trust administration and investment advisory services, are set forth in the applicable investment advisory agreement and trust documents. For additional information regarding the affiliation between Sepio Capital and Sepio Trust Company, please see Item 10. B. Fee Billing Investment Advisory Services Investment advisory fees will be calculated by us and deducted from the Client’s account[s] at the Custodians. The amount due is calculated by applying the monthly rate (annual rate divided by the number of days in the year, multiplied by the number of days in the month) to the total assets under management with us at the end of the prior month. Clients will be provided with a statement, at least quarterly, from the Custodians reflecting deduction of the investment advisory fee. It is the responsibility of the Client to verify the accuracy of these fees as listed on the Custodians’ brokerage statement as the Custodians does not assume this responsibility. Clients provide written authorization permitting us to be paid directly from their accounts held by the Custodians as part of the investment advisory agreement and separate account forms provided by the Custodians. Use of Independent Managers – For Client accounts implemented through an Independent Manager, the Client’s overall fees will include our investment advisory fee (as noted above) plus investment management fees and/or platform fees charged by the Independent Manager[s], as applicable. In certain instances, the Independent Manager or Sepio may assume responsibility for calculating the Client’s fees and deduct all fees from the Client’s account[s]. Please refer to the Independent Managers’ Form ADV for a complete disclosure of the fees and expenses associated with the Independent Managers. Sub-Advisory Services For its services, the investment adviser of the Registered Funds pay us a fee, which is calculated daily and paid monthly, based on the Registered Funds’ average daily net assets. For more detailed information on the fee methodology, please refer to the Registered Funds’ prospectus as filed with the U.S. Securities and Exchange Commission. Private Fund Advisor Services The amount due to us for management of the Funds is calculated by applying the quarterly rate (annual rate divided by the number of days in the year, multiplied by the number of days in the quarter) to the net invested capital or net asset value, pursuant to the operating agreements and subscription documents. For more detailed information on the fee methodology, please refer to the respective Fund’s Offering Documents. Strategic Planning and Consulting Services Strategic planning and consulting fees are invoiced upon receipt of the agreed upon deliverable[s]. Retirement Plan Advisory Services Fees may be directly invoiced to the Plan Sponsor or deducted from the assets of the Plan, depending on the terms of the retirement plan advisory agreement. C. Other Fees and Expenses Clients may incur certain additional fees or charges imposed by third parties in connection with investments made 8  by us on behalf of the Client’s account[s]. As of May 1, 2025 the investment advisory fee shall not include securities transaction fees charged by the custodian. With the change in the billing process, Clients shall be responsible for securities transaction fees. Securities transaction fees may be billed to the Client by Independent Managers based on the fee methodology and agreements with the respective manager. In addition, all fees paid to Sepio for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses generally cover management fees, administration (e.g., custody, brokerage, reporting), and possible distribution fees. Many mutual funds charge an early redemption fee. The Client should review both the fees charged by the fund[s] and the fees charged by Sepio to fully understand the total fees to be paid. Private Fund Advisor Services Investors in the Funds may incur certain fees or charges imposed by third parties, in connection with investments made on behalf of the Funds. The Funds [and indirectly investors] are responsible for all custody and securities execution fees charged by the Custodians and executing broker-dealer, if applicable. The fees charged by underlying investments are also indirectly included in the value of an Investor’s account. Additional details regarding management fees and performance allocations are included in the Funds’ Operating Agreements and Confidential Private Placement Memorandum. D. Advance Payment of Fees and Termination Investment Advisory Services We are compensated for our investment advisory services in advance of each month in which services are rendered. Either party may terminate the investment advisory agreement, at any time, by providing advance written notice to the other party. Upon termination, we will promptly refund any unearned, prepaid fees to the Client. The Client’s investment advisory agreement with us is non-transferable without the Client’s prior consent. Use of Independent Managers – In the event that a Client should wish to terminate their relationship with an Independent Manager, we will either assist the Client in transitioning assets to a different affiliated and/or unaffiliated manager, or the terms for termination will be set forth in the respective agreements between the Client and those third parties. Sub-Advisory Services The terms for terminating the sub-advisory agreement between the investment adviser and Sepio are outlined in the sub-advisory agreement. Private Fund Services We are compensated in advance of the quarter in which private fund services are rendered. If an investor withdraws from a Fund, we will refund any unearned portion of any advance payment back to the Fund. For more detailed information on the fees and compensation received by Sepio and its affiliates, please refer to the respective Fund’s Offering Documents. Strategic Planning and Consulting Services We are compensated for our strategic planning and consulting services upon completion of the engagement deliverable[s]. Either party may terminate the strategic planning and consulting agreement, at any time, by providing advance written notice to the other party. Upon termination, the Client shall be responsible for fees based on the percentage of the engagement completed. The Client’s strategic planning and consulting agreement with us is non-transferable without the Client’s prior consent. Retirement Plan Advisory Services We are compensated for our retirement plan advisory services in advance of each month in which services are 9  rendered. Either party may terminate the retirement plan advisory agreement, at any time, by providing advance written notice to the other party. Upon termination, we will refund any unearned, prepaid retirement plan advisory fees from the effective date of termination to the end of the month. The Client’s retirement plan advisory agreement with us is non-transferable without the Client’s prior consent. 10  ITEM 6 – PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Performance-Based Fees In specific investment strategies or Client situations, we will receive a performance fee based upon specific gains obtained in the accounts of “Qualified Clients,” as defined in Item 7 below, pursuant to the terms of the investment advisory agreement. Performance-based fees are in addition to the investment advisory fee described in Item 5 above. For Funds and SPVs subject to performance-based fees, at the end of each fiscal year, the capital appreciation in the Client’s account[s] will be calculated by us. If the appreciation exceeds a predetermined benchmark or absolute rate, the Client will be charged an additional performance-based fee. In other circumstances, a performance-based fee engagement can be entered into to allow for the charging of an annual percentage of capital appreciation of such Qualified Client’s Gross Assets, subject to certain terms, such as a high-water mark or hurdle rate, of any gains in the Client account during the preceding year. The terms for the Client specific performance-based fee engagement will be set forth in each Qualified Clients’ investment advisory agreement. Certain of our Funds charge performance-based fees pursuant to the terms of the Offering Documents. Clients should refer to the respective Offering Documents of each Fund for a complete listing of fees and expenses associated with investing in our Funds. Clients should understand that certain conflicts of interest exist due to performance-based fee arrangements, which include the fact that it creates a financial incentive for us to make investments that are more risky or more speculative than might otherwise be the case in the absence of such arrangement. To mitigate the conflict, the performance-based fees are structured so that certain performance hurdles must be met in order to receive the fee. Importantly, as part of our fiduciary duty, we must act in the best interest of our Clients. Side-By-Side Management Regarding side-by-side management, we receive different types of fees, such as asset-based and performance- based fees. Managing Clients that are charged different types of fees creates conflicts of interest between us and our Clients, in addition to the ones listed above. For example, charging performance- based fees could incentivize us to allocate more favorable investments to those Clients being charged a performance-based fee. We have adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple types of Clients, including Clients with multiple fee arrangements, and the allocation of investment opportunities. 11  ITEM 7 – TYPES OF CLIENTS We offer investment advisory services to high-net-worth individuals, families, trusts, estates, charitable organizations, businesses, retirement plans, institutional investors, pooled investment vehicles and registered investment companies. We do not impose a size constraint for establishing a relationship but do tailor our services to high-net-worth individuals. Additionally, the Funds have minimum investments that vary based on different strategies ranging up to $250,000. Private Fund and SPV Advisor Services Generally, the investors in the Funds or SPVs meet the definition of “accredited investor” as defined in the Securities Act of 1933 and “qualified client” as defined in the Advisers Act. The various requirements for investing in a Fund or SPV, including the minimum investment size, are set forth in each Fund or SPV’s Offering Documents. We have the ability, in our sole discretion, to permit commitments below the minimum amounts set forth in the Offering Documents. 12  ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS A. Methods of Analysis We primarily employ fundamental analysis in developing investment strategies for our Clients. Our research and analysis are derived from numerous sources, but principally consist of company financial statements and filings, including annual reports, quarterly reports, earnings reports, earnings call transcripts, prospectuses, press releases, and investor presentations. Fundamental analysis utilizes reported financial results and the modeling of company specific financial projections that may be generated from the ongoing operation of the business to estimate a business or asset’s intrinsic value. We primarily focus on reported and projected free cash flow over an intermediate to long-term horizon. In addition to free cash flow, we analyze historical and estimated earnings, sales and profitability measures to determine the potential attractiveness of a company or asset’s valuation. These criteria generally consist of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. While this type of analysis helps us in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have a negative investment performance. We monitor these fundamental indicators to determine if adjustments to strategic asset allocations are appropriate. More details on our review process are included below in Item 13 – Review of Accounts. As noted above, we generally employ a long-term investment approach for our Clients, consistent with their financial goals and risk profiles. We will typically hold all or a portion of a security for more than a year but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, we may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Risk of Loss Investing in securities involves risk, including the potential loss of principal. Clients should be prepared to bear that risk. We will assist Clients in determining an appropriate strategy based on their tolerance for risk and other factors noted above. However, there is no guarantee that Clients will meet their investment goals. Each Client engagement will entail a review of the Client's investment goals, financial situation, time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing a Client's account[s]. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. We shall rely on the financial and other information provided by the Client or their designees without the duty or obligation to validate the accuracy and completeness of the provided information. It is the responsibility of the Client to inform us of any changes in financial condition, goals or other factors that may affect this analysis. The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. We will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Following are some of the risks associated with our investment approach: Market Risks The value of a Client’s holdings may fluctuate in response to events specific to companies or markets, as well as economic, political, or social events in the U.S. and abroad. This risk is linked to the performance of the overall financial markets. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a trading risk based on the loss of cost efficiency if the ETFs are traded actively and a liquidity risk if the ETFs have a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and 13  may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the mutual funds will fluctuate with the value of the underlying securities that make up the funds. The price of a mutual fund is typically set daily therefore a mutual fund purchased at one point in the day will typically have the same price as a mutual fund purchased later that same day. Private Collective Investment Vehicle Risks We recommend that certain clients invest in privately placed collective investment vehicles (e.g., hedge funds, private equity funds, etc.). The managers of these vehicles have broad discretion in selecting the investments. There are few limitations on the types of securities or other financial instruments that may be traded and no requirement to diversify. Hedge funds may trade on margin or otherwise leverage positions, thereby potentially increasing the risk to the vehicle. In addition, because the vehicles are not registered as investment companies, they are much less regulated than investment companies. There are numerous other risks in investing in these securities. Clients should consult each fund’s private placement memorandum and/or other documents explaining such risks prior to investing. Digital Assets Digital Assets, and the use of virtual currencies to buy and sell goods and services, are relatively new and rapidly evolving concepts. Once a transaction is recorded, that transaction is theoretically immutable and cannot be reversed due to the cryptographic nature of the recordkeeping and the decentralized nature of the network. Additionally, the growth of Digital Assets in general is subject to a high degree of uncertainty. The factors affecting their further development, include (i) their continued worldwide growth, adoption and use; (ii) government and quasi-government regulation of the use, creation and offering of Digital Assets, as well as restrictions on and regulation related to the operation of and access to a Digital Asset’s network; (iii) changes in consumer demographics and public tastes and preferences; (iv) the maintenance and development of the open-source software protocol of a Digital Asset’s network; (v) the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using Digital Assets; and (vi) general economic conditions and the regulatory environment relating to Digital Assets. If Digital Assets were deemed “centralized” and found to be securities they may not be easily transferred and may lose their value due to an inability to transfer such Digital Assets unless any transfer complies with applicable securities law exemptions. The price of Digital Assets is affected by many factors, including, but not limited to, global supply and demand, the expected future prices, inflation expectations, interest rates, currency exchange rates, fiat currency withdrawal and deposit policies at cryptocurrency exchanges, interruptions in service or failures of major cryptocurrency exchanges, investment and trading activities of large investors, monetary policies of governments, regulatory measures that restrict the use of cryptocurrencies, global political, economic, or financial events. Pricing also might be influenced by efforts at market manipulation by certain participants. Drastic or even gradual changes in price of cryptocurrencies and cryptocurrency derivatives could materially affect the value of the Client’s Digital Assets. Leveraged and Inverse ETF Risks Leveraged and Inverse ETFs are not suitable for all investors and should be utilized only by sophisticated investors who understand leverage risk, and consequences of seeking daily leveraged investment results and intend to actively monitor and manage their investments. Leveraged ETFs are not designed to track the underlying index over periods longer than one trading day. The use of leverage increases the level of investment risk. Leverage will magnify gains or losses on those investments. Inverse ETFs lose value when the underlying investments rise in value. The investments have the risk of not meeting their stated daily investment objectives over a long-term period. Cybersecurity Risk Cybersecurity vulnerabilities may present weaknesses in information systems that hackers could exploit. Investment advisors, the securities they recommend, and all service providers are all subject to risks associated with a 14  breach in their cyber security. Business Catastrophic Risk Clients may be subject to the risk of loss arising from exposure that it may incur, indirectly, due to the occurrence of various events, including hurricanes, earthquakes, and other natural disasters, or other catastrophic events such as a pandemic. These catastrophic risks of loss can be substantial and could have a material adverse effect on investment advisory businesses and their clients’ portfolios. Manager Risk Manager risk encompasses the possibility of loss due to manager fraud, intentional or inadvertent deviation from a predefined investment strategy, or simply poor judgment. General Economic Conditions General economic conditions can affect the level and volatility of interest rates and the extent and timing of investor participation in the markets for equities, interest sensitive securities, commodities, and other investments. Unexpected volatility or illiquidity in the markets can result in losses. Bank Failures The economic and regulatory environment has raised the risk of bank failures. Exposure to the risk of bank failure for Sepio can take effect directly through depositary accounts exceeding FDIC limits and via exposure through loans, subscription facilities and security deposits through letters of credit issued by such banks, which can no longer be drawn from. These risks can apply at the client and/or investment level. Sepio mitigates these risks by keeping track of various banking and custodial relationships and acting on contractual provisions where a bank failure triggers a change and by limiting depositary account amounts to the FDIC insured levels where practical. Sepio is reviewing direct banking relationships as part of our ongoing diligence of key service providers. As of the date of this filing Sepio has experienced no direct impact from the current bank failures and expects no impact on near-term cash management. Market Disruptions and Governmental Intervention Government intervention in the case of market disruption can suddenly and substantially impact market participants’ ability to implement certain strategies or manage the risk of portfolio positions. These interventions can be material and result in confusion and uncertainty that can detrimentally impact investment strategies in unpredictable ways. Risks of Investments in Non-U.S. Securities Non-U.S. investments, and those in emerging markets, involve special risks. These risks include fluctuations in currency exchange rates, foreign government intervention or expropriation, failure of markets to function properly, political or economic instability, and differences in regulatory, financial disclosure, accounting, and auditing standards. Inflation Risk As interest rates rise, the value of fixed-income investments falls, and vice versa. Higher rates of inflation generally adversely affect economies and financial markets and the ability of governments to create conditions that stimulate or maintain economic growth. In addition, governmental measures to curb inflation and speculation about future governmental measures may contribute to the negative economic impact of inflation and may create general economic uncertainty. Future governmental economic measures, such as interest rate increases, intervention in foreign exchange markets, and actions to adjust or fix currency values, may trigger, or exacerbate increases in inflation, and consequently have an adverse impact on investment returns. Extraordinary Events. Global terrorist activity and armed conflicts may negatively affect general economic conditions, including sales, profits, and production, and may materially affect prices and/or impair Sepio’s trading facilities and infrastructure or the trading facilities and infrastructure of the exchanges or markets on which Sepio trades. Such effects and impacts could have a material adverse effect on certain investments. 15  The impact of disease and epidemics may have a negative impact on the performance and financial position of Sepio and the funds and investments it recommends. Outbreaks of existing or new epidemics could result in health or other government authorities requiring the closure of offices or other businesses, as well as a general economic decline. Regulatory Developments. The legal, tax, and regulatory environment worldwide in the financial industry is evolving, and changes in regulations affecting the financial industry, including Sepio’s and the issuers of financial instruments held in a client’s account, may have a material adverse effect on the ability to pursue the investment strategies described above or the value of the instruments held in a client’s account. There has been an increase in scrutiny of the financial industry by governmental agencies and self-regulatory organizations. Various national governments have expressed concern regarding the disruptive effects of speculative trading and the need to regulate the financial markets in general. New laws and regulations or actions taken by regulators that restrict Sepio’s ability to pursue investment strategies or conduct business with broker-dealers and other counterparties could adversely affect a client’s account. ESG or Impact Risks. The potential non-financial risks associated with environmental, social, and governance factors or impact investments that could negatively impact a company’s reputation, earnings, assets, cost of capital, and valuation. Examples of these may include but are not limited to: Environment: Changes in weather patterns and extreme events associated with climate change, inefficient use or pollution of the earth’s resources such as water and land, damage to ecosystems; Social: Poor labor relations and policies, lack of gender and/or racial equality, discriminatory practices and products that are detrimental to health or the environment; Governance: Poor corporate management and oversight practices, lack of robust worker safety protocols, lack of diversity and outside representation on the board which can create conflicts of interest as well as poor governance of executive management. ESG ratings of companies are often based on subjective measures, and may include corporate self- reporting, different and inconsistent third-party rating systems, as well as data points that are associated with positive or negative outcomes but where causation has not been established. It is also possible that companies that do have a positive impact in the areas identified, or that successfully avoid some or most of the ESG risks noted, will not have favorable financial returns. Accordingly, their stock prices could underperform their peers despite alignment with ESG objectives. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. The foregoing discussion is not meant to be an exhaustive list of risk factors. For a more fulsome discussion of risk factors, Clients should read and review the offering documents for each investment in their entirety prior to undertaking an investment with Sepio and discuss them with their accounting, tax and legal representatives. 16  ITEM 9 – DISCIPLINARY INFORMATION the There are no legal, regulatory or disciplinary events involving us or our management persons. We encourage Clients to perform due diligence on any advisor or service provider they engage. The backgrounds of Sepio and Investment Adviser Public Disclosure website at its Advisory Persons are available on www.adviserinfo.sec.gov by searching our firm name or CRD# 285645. 17  ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Sepio Capital Management GP, LLC We are affiliated and under common control with Sepio Capital Management GP, LLC (SCM GP). SCM GP serves as the general partner to certain Funds managed by Sepio. Due to the affiliation, we have an incentive to recommend investments in the Funds as owners will benefit financially in their individual capacity through the receipt of additional revenue. The conflict is mitigated by an internal policy mandating that we will not charge a separate investment advisory fee for the management of the assets placed in the Funds. Additionally, there is no requirement for us to recommend the Funds to Clients, nor are Clients obligated to invest in Funds. Sepio Trust Company As of 2024, Sepio Capital has established an affiliation with Sepio Trust Company, a Wyoming chartered public trust company regulated by the Wyoming Division of Banking. Sepio Trust Company offers trust services to both existing Sepio Capital advisory clients and individuals who are not affiliated with Sepio Capital. In some cases, clients of Sepio Trust Company may request that Sepio Capital serve as their investment manager. When this occurs, Sepio Capital enters into a formal advisory agreement with Sepio Trust Company, under which Sepio Capital is engaged as the investment advisor to the trust. Compensation for Sepio Capital’s investment advisory services is governed by this investment advisory agreement and is paid by Sepio Trust Company from the client’s trustee fees, which is a consolidated fee that represents compensation associated with trust and advisory services. This affiliation presents a potential conflict of interest, as Sepio Capital is incentivized to refer clients to Sepio Trust Company. However, this conflict is mitigated by several factors: not all Sepio Capital clients require trust services; Sepio Capital advisory clients are not obligated to engage Sepio Trust Company; and Sepio Trust Company clients are not required to retain Sepio Capital as their investment manager. Additionally, Sepio Capital and Sepio Trust Company have entered into shared services agreements, and certain employees serve in roles across both entities, dividing their time accordingly. Importantly, neither Sepio Capital nor Sepio Trust Company receives compensation for client referrals between the two firms. 18  ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING A. Code of Ethics We have implemented a Code of Ethics (the “Code”) that defines our fiduciary commitment to each Client. This Code applies to all persons associated with us (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding our Supervised Persons’ duties to each Client. Sepio and our Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of our Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code covers a range of topics that address employee ethics and conflicts of interest. To request a copy of the Code of Ethics, please contact the Advisor at (415) 915-3716. B. Personal Trading with Material Interest We allow the purchase or sale of the same securities that may be recommended to and purchased on behalf of Clients, subject to de minimis limits. We do not act as principal in any transactions. Given our affiliation with the General Partner to the Funds, we have a material interest in certain securities which may be recommended to Clients. C. Personal Trading in Same Securities as Clients We allow the purchase or sale of the same securities that may be recommended to and purchased on behalf of Clients, subject to certain limitations. Owning the same securities that we recommend (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, we must disclose to Clients and mitigate through policies and procedures. As noted above, we have adopted a Code of Ethics addressing insider trading (material nonpublic information controls) and personal securities reporting procedures. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in Clients’ best interest can be violated by personal trades made on more favorable terms or on material non-public information. This risk is mitigated by requiring that our Chief Compliance Officer review all employee personal securities trades. We have also adopted written policies and procedures to detect the misuse of material, nonpublic information. D. Personal Trading at Same Time as Client While we allow the purchase or sale of the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will Supervised Persons be permitted to transact in any security to the detriment of any Client. 19  ITEM 12 – BROKERAGE PRACTICES We utilize the brokerage and clearing services of Fidelity Family Office Services (“Fidelity”), a division of Fidelity Brokerage Services LLC and related entities of Fidelity Investments, Inc. for investment advisory accounts. Factors which we considered in utilizing Fidelity include their respective financial strength, reputation, execution, pricing, and service. Fidelity enables us to obtain many mutual funds without transaction charges and other securities at nominal transaction charges. The commissions and/or transaction fees charged by Fidelity may be higher or lower than those charged by other Financial Institutions. We do not recommend brokers to our clients. We believe the commission schedule offered by Fidelity complies with our duty to seek “best execution.” Clients may pay commissions that are higher than another qualified custodian might charge to effect the same transaction where we determine that the commissions are reasonable in relation to the value of the brokerage and research services received. In seeking best execution, the determinative factor is not lowest cost but the best qualitative outcome, considering the full range of custodian services including execution capability, commission rates, and responsiveness. We seek competitive rates but may not necessarily obtain the lowest possible commission rates for client transactions. Directed Brokerage Clients are not obligated to use Fidelity and will not incur any extra fee or cost associated with using a qualified custodian not recommended by us. Clients may request in writing to use a particular broker dealer or custodian to execute some or all transactions for the Client, and we may comply if we have a relationship with the particular institution. In such cases, the Client negotiates terms directly with that broker-dealer or custodian, and we will not be able to seek better execution or aggregate (“batch”) client transactions through other custodians. As a result, the client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Subject to our duty of best execution, we may decline a Client’s request to direct brokerage if, in our sole discretion, such directed brokerage arrangements would result in additional operational difficulties or violate restrictions imposed by other broker- dealers. Clients investing in Digital Assets must use FDAS for trade and execution purposes. Fidelity is an unaffiliated SEC- registered broker-dealer and FINRA member. Fidelity will serve as the Client’s “qualified custodian.” We maintain an institutional relationship with Fidelity, whereby we receive economic benefits from Fidelity. Please see Item 14 below. Private Fund Advisor Services Given the nature of the Funds’ investment programs, we may utilize broker-dealers in conducting portfolio transactions. In selecting brokers for the Funds’ portfolio transactions, we will seek to obtain best execution for the Funds, taking into account, without limitation, the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the broker’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research and information considered to be of value; and the competitiveness of spreads and commission rates in comparison with other brokers satisfying our other selection criteria. Following are additional details regarding our brokerage practices: A. Brokerage Referrals We do not receive any compensation from any third party in connection with the recommendation for establishing an account. 20  B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results considering such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodians. We will execute our transactions through the Custodians as designated by the Client, unless otherwise instructed. We may aggregate orders in a block trade or trades when securities are purchased or sold through the Custodians for multiple (discretionary) accounts. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage particular Client accounts. C. Private Fund Services As each of the Funds has different underlying investments, there is generally not an opportunity to aggregate orders among the Funds. To the extent that more than one investment opportunity is suitable for multiple Funds, we will seek to allocate the opportunity in a manner that is fair and equitable to all investors in accordance with the Offering Documents of such Funds. 21  ITEM 13 – REVIEW OF ACCOUNTS A. Frequency of Reviews Investment Management Services Securities in Client accounts are monitored on a regular and continuous basis by Principals of Sepio. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. Private Fund Advisor Services Security positions in the Funds are monitored on a regular and continuous basis by Sepio. B. Causes for Reviews Investment Management Services` In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at least annually. Reviews may be conducted more frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify us if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. Private Fund Advisor Services In addition to the investment monitoring noted in Item 13.A., the Funds may be reviewed as a result of major changes in economic conditions. Investors are encouraged to notify us if changes occur in their personal financial situation that might impact the appropriateness of investing in the Fund[s]. C. Review Reports Investment Management Services Clients will receive brokerage statements no less than quarterly from the Custodians. These brokerage statements are sent directly from the Custodians to the Client. Clients may also establish electronic access to the Custodians’ website so that they may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. Sepio may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Clients should compare their custodian reports to the reports provided by Sepio to ensure accuracy. Private Fund Advisor Services Investors in the Funds will receive statements no less than quarterly from the Administrator. These statements are sent directly from the Administrator to the Investor. Sepio may also provide Investors with periodic reports regarding the Fund’s holdings, allocations, and performance. 22  ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION A. Compensation Received by the Advisor We may refer Clients to various unaffiliated, non-advisory professionals (e.g., attorneys, accountants, estate planners) to provide certain financial services necessary to meet the goals of our Clients. Likewise, we may receive non-compensated referrals of new Clients from various third parties. Participation in Institutional Advisor Platform We have established an institutional relationship with Fidelity to assist us in managing Client account[s]. Access to the Fidelity Institutional platform is provided at no charge to us. We receive access to software and related support without cost because we render investment advisory services to Clients that maintain assets at Fidelity. The software and related systems support may benefit us, but not its Clients directly. In fulfilling our duties to its Clients, we endeavor at all times to put the interests of our Clients first. Clients should be aware, however, that the receipt of economic benefits from the Custodians creates a conflict of interest since these benefits may influence our recommendation of this custodian over one that does not furnish similar software, systems support, or services. Additionally, we may receive the following benefits from Fidelity: free/discounted system licensing; receipt of duplicate Client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its institutional participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to Client accounts; and access to an electronic communication network for Client order entry and account information. We have also established an institutional relationship with Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer and FINRA/SIPC member, to assist us in managing Client account[s]. Access to the Schwab Advisor Services platform is provided at no charge to us. We receive access to software and related support without cost because we render investment advisory services to Clients that maintain assets at Schwab. The software and related systems support may benefit us, but not our Clients directly. In fulfilling our duties to our Clients, we endeavor at all times to put the interests of our Clients first. Clients should be aware, however, that the receipt of economic benefits from Schwab creates a conflict of interest since these benefits may influence our recommendation of this custodian over one that does not furnish similar software, systems support, or services. Sepio maintains custodial relationships with both Fidelity and Schwab (together, the “Custodians”) and may recommend either custodian based on the specific needs and circumstances of each Client. The use of two custodians provides several benefits: it reduces the risk associated with reliance on a single custodial relationship; it allows Sepio to leverage competitive fee structures and negotiate on behalf of Clients; it provides flexibility to place Clients with the custodian best suited to their account type, investment strategy, or service requirements; and it supports operational continuity in the event of a disruption at either institution. Clients are not required to use both custodians, and the selection of a custodian will be made in the best interest of each Client. Additionally, we may receive the following benefits from Schwab: free/discounted system licensing; receipt of duplicate Client confirmations and bundled duplicate statements; access to a trading desk that exclusively services its institutional participants; access to block trading which provides the ability to aggregate securities transactions and then allocate the appropriate shares to Client accounts; and access to an electronic communication network for Client order entry and account information. B. Compensation for Client Referrals Sepio has entered into a client referral agreement with unaffiliated third-party promoters where the promoters refer prospective clients whose investment goals and objectives are compatible with Sepio’s investment approach. Sepio compensates the promoter for the referral by paying a percentage of the advisory fee charged by Sepio. 23  Thus, the promoter has a financial interest in recommending Sepio for investment advisory services. No client referred to Sepio by a third-party promoter will pay a higher fee as a result of this compensation arrangement. The promoter will disclose at the time of the solicitation whether they are or are not a current client of the firm; whether they will receive any cash or non-cash compensation for the referral; and will provide a statement that the receipt of compensation for a referral creates a conflict of interest. In addition, the promoter will provide each prospective client with a copy of a written disclosure statement disclosing the terms and conditions of the arrangement between Sepio and the promoter, including the compensation the promoter will receive from Sepio and any material conflicts of interest on the part of the promoter as a result of the referral arrangement. 24  ITEM 15 – CUSTODY In compliance with Federal securities laws, all Client assets are held by a “qualified custodian.” Clients are required to engage the Custodians to retain their funds and securities and direct us to utilize that Custodians for the Client’s security transactions. Clients should review statements provided by the Custodians and compare them to any reports provided by us to ensure accuracy, as the Custodians does not perform this review. For more information about custodians and brokerage practices, see Item 12 – Brokerage Practices. We are deemed to have custody over certain Client accounts and securities. Pursuant to securities regulations we are required to engage an independent accounting firm to perform an annual surprise examination of those assets and accounts over which we maintain custody. Any related opinions issued by an independent accounting firm are filed with the SEC and are publicly available on the SEC’s Investment Adviser Public Disclosure website (http://adviserinfo.sec.gov). Private Fund Advisor Services We serve as the investment manager and general partner to the Funds. As such, we are deemed to have the ability to manage the cash and securities within the Funds. We comply with Rule 206(4)-2(b) by having each Fund audited at least annually by a PCAOB-registered and inspected accountant, and distribute audited financial statements, which are prepared in accordance with generally accepted accounting principles, to limited partners within 120 days of the end of the fiscal year of the Funds. 25  ITEM 16 – INVESTMENT DISCRETION Our general practice is to maintain discretion over the selection and number of securities to be bought or sold in Client accounts without obtaining prior consent or approval from the Client. However, these purchases or sales may be subject to specified investment objectives, guidelines, or limitations previously set forth by the Client and agreed to by us. Discretionary authority will only be authorized upon full disclosure to the Client. The granting of such authority will be evidenced by the Client's execution of an investment advisory agreement containing all applicable limitations to such authority. All discretionary trades made by us will be in accordance with each Client's investment objectives and goals. Where we enter into a non-discretionary agreement with a Client, we will ensure that we obtain consent (written or verbal) from the Client prior to executing any trades. Non-discretionary arrangements may delay implementation, as we must receive Client consent before acting. 26  ITEM 17 – VOTING CLIENT SECURITIES We accept proxy-voting responsibility on behalf of our Clients. We will cast proxy votes only in a manner we believe is consistent with its fiduciary duty to Clients of the Advisor. We have engaged Institutional Shareholder Services, Inc. (“ISS”), a third-party, independent proxy advisory firm, to provide us with research, analysis, and recommendations on the various proxy proposals for the Client securities that we manage with the aim of maximizing shareholder value. In engaging ISS for that purpose, we will review as necessary, ISS’s Proxy Paper Guidelines for the current proxy voting season and will approve the summary of ISS’s positions on the voting positions it recommends for the types of proposals most frequently presented, including: election and composition of directors; financial reporting; compensation of management and directors; corporate governance structure and anti-takeover measures; and environmental and social risks to operations. We generally vote proxies consistent with ISS’s recommendations; however, certain issues may be considered on a case-by-case basis given the evolving nature of corporate governance. A copy of Sepio Capital’s proxy voting policies and procedures, as well as specific information about how we voted in the past (as applicable), is available upon request by calling the telephone number on the cover page of this Brochure. Client Direction of Voting Although most of Clients for whom we vote proxies authorize us to vote in accordance with ISS’s proxy voting policy, a Client may request that we vote its proxies in accordance with a different policy. We will seek to accommodate such requests. In addition, a Client may direct us to vote its securities in a particular way on a particular proposal and we will seek to do so, assuming timely receipt of the instruction. Conflicts of Interest in the Voting Process In situations where there may be a conflict of interest in the voting of proxies due to business or personal relationships that we maintain with persons having an interest in the outcome of certain votes, we will take appropriate steps, whether by following ISS’s third-party recommendation or otherwise, to ensure that proxy voting decisions are made in what it believes is the best interest of its Clients and are not the product of any such conflict. 27  ITEM 18 – FINANCIAL INFORMATION Neither Sepio, nor its management have any adverse financial situations that would reasonably impair the ability of the Advisor to meet all obligations to its Clients. We are not required to deliver a balance sheet along with this Disclosure Brochure because we do not collect advance fees of $1,200 or more for services to be performed six months or more in the future. 28  29