SUNBEAM CAPITAL MANAGEMENT, LLC

Sunbeam Capital Management, LLC Form ADV Part 2A – Disclosure Brochure Effective: June 3, 2025 this Disclosure Brochure, please contact This Form ADV Part 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Sunbeam Capital Management, LLC (“Sunbeam Capital” or the “Advisor”). If you have any questions about the content of the Advisor at (901) 229-2132 or by email at ellis@sunbeamcapmgmt.com. Sunbeam Capital is a registered investment advisor with the U.S. Securities and Exchange Commission. 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 provides information about Sunbeam Capital to assist you in determining whether to retain the Advisor. Additional information about Sunbeam Capital and its Advisory Persons is available on the SEC’s website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 289723. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about the Advisory Persons of Sunbeam Capital. Sunbeam Capital believes that communication and transparency are the foundation of its relationship with clients and will continually strive to provide you with complete and accurate information at all times. Sunbeam Capital encourages all current and prospective clients to read this Disclosure Brochure and discuss any questions you may have with the Advisor. Material Changes The following material changes have been made to this Disclosure Brochure since the last annual amendment filing on February 2nd, 2025: - The Advisor has added Independent Managers as part of its service offering, and has updated Items 4, 5, 8, and 10 for additional information. Future Changes From time to time, the Advisor may amend this Disclosure Brochure to reflect changes in 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. 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 with the Advisor’s firm name or CRD# 289723. You may also request a copy of this Disclosure Brochure at any time by contacting the Advisor at (901) 229-2132 or by email at ellis@sunbeamcapmgmt.com. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 2  Item 3 – Table of Contents Item 1 – Cover Page .............................................................................................................................................. 1 Item 2 – Material Changes .................................................................................................................................... 2 Item 3 – Table of Contents .................................................................................................................................... 3 Item 4 – Advisory Services ................................................................................................................................... 4 A. Firm Information .............................................................................................................................................................. 4 B. Advisory Services Offered .............................................................................................................................................. 4 C. Client Account Management ........................................................................................................................................... 5 D. Wrap Fee Programs ........................................................................................................................................................ 5 E. Assets Under Management ............................................................................................................................................ 5 Item 5 – Fees and Compensation ......................................................................................................................... 5 A. Fees for Advisory Services ............................................................................................................................................. 5 B. Fee Billing ....................................................................................................................................................................... 6 C. Other Fees and Expenses .............................................................................................................................................. 6 D. Advance Payment of Fees and Termination ................................................................................................................... 6 E. Compensation for Sales of Securities ............................................................................................................................. 7 Item 6 – Performance-Based Fees and Side-By-Side Management ................................................................. 7 Item 7 – Types of Clients ...................................................................................................................................... 7 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 7 A. Methods of Analysis ........................................................................................................................................................ 7 B. Risk of Loss ..................................................................................................................................................................... 7 Item 9 – Disciplinary Information ......................................................................................................................... 9 Item 10 – Other Financial Industry Activities and Affiliations ........................................................................... 9 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................ 9 A. Code of Ethics ................................................................................................................................................................. 9 B. Personal Trading with Material Interest ........................................................................................................................ 10 C. Personal Trading in Same Securities as Clients ........................................................................................................... 10 D. Personal Trading at Same Time as Client .................................................................................................................... 10 Item 12 – Brokerage Practices ........................................................................................................................... 10 A. Recommendation of Custodian[s] ................................................................................................................................. 10 B. Aggregating and Allocating Trades ............................................................................................................................... 11 Item 13 – Review of Accounts ............................................................................................................................ 11 A. Frequency of Reviews .................................................................................................................................................. 11 B. Causes for Reviews ...................................................................................................................................................... 11 C. Review Reports ............................................................................................................................................................. 11 Item 14 – Client Referrals and Other Compensation ........................................................................................ 11 A. Compensation Received by Sunbeam Capital ............................................................................................................. 11 B. Compensation for Client Referrals ................................................................................................................................ 12 Item 15 – Custody ................................................................................................................................................ 13 Item 16 – Investment Discretion ......................................................................................................................... 13 Item 17 – Voting Client Securities ...................................................................................................................... 13 Item 18 – Financial Information .......................................................................................................................... 13 Privacy Policy ...................................................................................................................................................... 14 Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 3  Item 4 – Advisory Services A. Firm Information Sunbeam Capital Management, LLC (“Sunbeam Capital” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission. The Advisor is organized as a Limited Liability Company (LLC) under the laws of the State of Georgia. Sunbeam Capital was founded in 2017 and is owned and operated by Ellis A. Carson II (Managing Member and Chief Compliance Officer). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Sunbeam Capital. B. Advisory Services Offered Sunbeam Capital offers investment advisory services to high-net-worth individuals, trusts and estates (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Sunbeam Capital's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Management Services Sunbeam Capital provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management and related advisory services. Sunbeam Capital works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. Sunbeam Capital will then construct an investment portfolio, consisting of low-cost, diversified mutual funds and/or exchange-traded funds (“ETFs”) to achieve the Client’s investment goals. The Advisor may also utilize individual stocks, bonds, and/or alternative investments to meet the needs of its Clients. The Advisor may retain other types of investments from the Client’s legacy portfolio due to fit with the overall portfolio strategy, tax-related reasons, or other reasons as identified between the Advisor and the Client. Sunbeam Capital’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Sunbeam Capital will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Sunbeam Capital evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Sunbeam Capital may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Sunbeam Capital may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Sunbeam Capital may recommend selling positions for reasons that include but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. At no time will Sunbeam Capital accept or maintain custody of a Client’s funds or securities, except for the limited authority as outlined in Item 15 – Custody. All Client assets will be managed within the designated account[s] at the Custodian, pursuant to the terms of the advisory agreement. Please see Item 12 – Brokerage Practices. Use of Independent Managers – When deemed to be in the Client’s best interest, Sunbeam will recommend that Clients utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio, based on the Client’s needs and objectives. The Advisor will perform initial and ongoing oversight and due diligence over each Independent Manager to ensure the Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 4  strategy remains aligned with Client’s investment objectives and overall best interests. The Advisor will also assist the Client in the development of the initial policy recommendations and managing the ongoing Client relationship. The Client will be provided with the Independent Manager’s Form ADV Part 2A – Disclosure Brochure (or a brochure that makes the appropriate disclosures). Retirement Accounts – When the Advisor provides investment advice to Clients regarding ERISA retirement accounts or individual retirement accounts (“IRAs”), the Advisor is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. When deemed to be in the Client’s best interest, the Advisor will provide investment advice to a Client regarding a distribution from an ERISA retirement account or to roll over the assets to an IRA, or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g. commission-based account to fee-based account). Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. C. Client Account Management Prior to engaging Sunbeam Capital to provide investment advisory services, each Client is required to enter into an agreement with the Advisor that defines the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Strategy – Sunbeam Capital, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives. • Asset Allocation – Sunbeam Capital will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Sunbeam Capital will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Sunbeam Capital will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Sunbeam Capital does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Sunbeam Capital. E. Assets Under Management As of December 31, 2024, Sunbeam Capital manages $213,179,129 in Client assets, all of which are managed on a discretionary basis. Clients may request more current information at any time by contacting the Advisor. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client engaging the Advisor for services described herein shall be required to enter into a written agreement with the Advisor. A. Fees for Advisory Services Investment Management Services Investment advisory fees are paid quarterly, in advance of each quarter, pursuant to the terms of the investment advisory agreement. Investment advisory fees range up to 1.25% and are based on the market value of assets under management at the end of the prior calendar quarter. Investment advisory fees are based on several factors, including: the scope and complexity of the services to be provided; the level of assets to be managed; and the overall relationship with the Advisor Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 5  The investment management fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. The Client’s fees will take into consideration the aggregate assets under management with the Advisor. All securities held in accounts managed by Sunbeam Capital will be independently valued by the Custodian. The Advisor will conduct periodic reviews of the Custodian’s valuation to ensure accurate billing. The Advisor’s fee is exclusive of, and in addition to any applicable securities transaction and custody fees, and other related costs and expenses described in Item 5.C below, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. B. Fee Billing Investment Management Services Investment advisory fees are calculated by the Advisor and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the beginning of the respective quarter. The amount due is calculated by applying the quarterly rate (annual rate divided by 4]) to the total assets under management with Sunbeam Capital at the end of the prior quarter. Clients will be provided with a statement, at least quarterly, from the Custodian reflecting deduction of the investment advisory fee. Clients provide written authorization permitting advisory fees to be deducted by Sunbeam Capital to be paid directly from their account[s] held by the Custodian as part of the investment advisory agreement and separate account forms provided by the Custodian. Use of Independent Managers For Client accounts implemented through an Independent Manager, the Advisor and the Independent Manager will each assume the responsibility for calculating and deducting its respective fees from the Client’s account[s]. C. Other Fees and Expenses Clients may incur certain fees or charges imposed by third parties, other than Sunbeam Capital, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian, as applicable. The Advisor's recommended Custodian does not charge securities transaction fees for ETF and equity trades in a Client's account, provided that the account meets the terms and conditions of the Custodian's brokerage requirements. However, the Custodian may charges for mutual funds and other types of investments. The fees charged by Sunbeam Capital are separate and distinct from these custody and execution fees. In addition, all fees paid to Sunbeam Capital 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 will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. A Client may be able to invest in these products directly, without the services of Sunbeam Capital, but would not receive the services provided by Sunbeam Capital which are designed, among other things, to assist the Client in determining which products or services are most appropriate for each Client’s financial situation and objectives. Accordingly, the Client should review both the fees charged by the fund[s] and the fees charged by Sunbeam Capital to fully understand the total fees to be paid. Please refer to Item 12 – Brokerage Practices for additional information. D. Advance Payment of Fees and Termination Investment Management Services Sunbeam Capital may be compensated for its investment management services in advance of the quarter 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. The Client may also terminate the investment advisory agreement within five (5) business days of signing the Advisor’s agreement at no cost to the Client. After the five-day period, the Client will incur charges for bona fide advisory services rendered to the point of termination and such fees will be due and payable by the Client. Upon termination, the Advisor will refund any unearned, prepaid investment advisory fees from the effective Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 6  date of termination to the end of the quarter. The Client’s investment advisory agreement with the Advisor is non- transferable without the Client’s prior consent. Use of Independent Managers In the event that the Advisor has determined that an Independent Manager is no longer in the Client’s best interest, the Advisor will have the discretion to terminate the relationship with the Independent Manager. The terms for termination are set forth in the respective agreements between the Advisor and the Independent Managers. E. Compensation for Sales of Securities Sunbeam Capital does not buy or sell securities to earn commissions and does not receive any compensation for securities transactions in any Client account, other than the investment advisory fees noted above. Item 6 – Performance-Based Fees and Side-By-Side Management Sunbeam Capital does not charge performance-based fees for its investment advisory services. The fees charged by Sunbeam Capital are as described in Item 5 above and are not based upon the capital appreciation of the funds or securities held by any Client. Sunbeam Capital does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients Sunbeam Capital offers investment advisory services to high net worth individuals, trusts, and estates. Sunbeam Capital generally does not impose a minimum relationship size. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Sunbeam Capital primarily employs fundamental analysis in developing investment strategies for its Clients. Research and analysis from Sunbeam Capital are derived from numerous sources, including financial media companies, third-party investment consultants, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. Fundamental analysis utilizes economic and business indicators as investment selection criteria. This criteria consists generally of ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor 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 negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. As noted above, Sunbeam Capital generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Sunbeam Capital 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, Sunbeam Capital 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 certain investment risks. Securities may fluctuate in value or lose value. Clients should be prepared to bear the potential risk of loss. Sunbeam Capital 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 a Client Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 7  will meet their investment goals. Please see Item 8.B. for risks associated with the Advisor’s investment strategies as well as general risks of investing. While the methods of analysis help the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in these methods of analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in Item 13 – Review of Accounts. 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. Client participation in this process, including full and accurate disclosure of requested information, is essential for the analysis of a Client's account[s]. The Advisor 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 the Advisor 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. The Advisor 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 the Advisor’s investment strategies: 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 has a large bid-ask spread and low trading volume. The price of an ETF fluctuates based upon the market movements and 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. Bond Risks Bonds are subject to specific risks, including the following: (1) interest rate risks, i.e. the risk that bond prices will fall if interest rates rise, and vice versa, the risk depends on two things, the bond's time to maturity, and the coupon rate of the bond. (2) reinvestment risk, i.e. the risk that any profit gained must be reinvested at a lower rate than was previously being earned, (3) inflation risk, i.e. the risk that the cost of living and inflation increase at a rate that exceeds the income investment thereby decreasing the investor’s rate of return, (4) credit default risk, i.e. the risk associated with purchasing a debt instrument which includes the possibility of the company defaulting on its repayment obligation, (5) rating downgrades, i.e. the risk associated with a rating agency’s downgrade of the company’s rating which impacts the investor’s confidence in the company’s ability to repay its debt and (6) Liquidity Risks, i.e. the risk that a bond may not be sold as quickly as there is no readily available market for the bond. Independent Manager Risks The Advisor may select certain Independent Managers to manage a portion of the Client’s portfolio. The Advisor will conduct due diligence, monitor the performance and adherence to the investment mandates and objectives on the selected Independent Managers. However, the Advisor will not have an active role in the day-to-day management of this portion of the Client’s portfolio. A failure by an Independent Managers to achieve its investment objectives could result in a negative impact on the Client’s overall investment portfolio. 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 Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 8  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. Alternative Investments (Limited Partnerships) The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Private Collective Investment Vehicle Risks The Advisor recommends 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 trade 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. Options Risks Options allow investors to buy or sell a security at a contracted “strike” price (not necessarily the current market price) at or within a specific period of time. Clients may pay or collect a premium for buying or selling an option. Investors transact in options to either hedge (limit) losses in an attempt to reduce risk or to speculate on the performance of the underlying securities. Options transactions contain a number of inherent risks, including the partial or total loss of principal in the event that the value of the underlying security or index does not increase/decrease to the level of the respective strike price. 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. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal, regulatory or disciplinary events involving Sunbeam Capital or its management persons. Sunbeam Capital values the trust Clients place in the Advisor. The Advisor encourages Clients to perform the requisite due diligence on any advisor or service provider that the Client engages. The backgrounds of the Advisor or Advisory Persons are available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov by searching with the Advisor’s firm name or CRD# 289723. Item 10 – Other Financial Industry Activities and Affiliations The sole business of Sunbeam Capital and its management persons is to provide investment advisory services to its Clients. Neither Sunbeam Capital nor its Advisory Persons are involved in other business endeavors. Sunbeam Capital does not maintain any affiliations with other firms, other than contracted service providers to assist with the servicing of its Client’s accounts. As noted in Item 4, the Advisor may implement all or a portion of a Client’s investment portfolio with one or more Independent Managers. The Advisor does not receive any compensation nor does this present a material conflict of interest. The Advisor will only earn its investment advisory fee as described in Item 5.A. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Sunbeam Capital has implemented a Code of Ethics (the “Code”) that defines the Advisor’s fiduciary commitment to each Client. This Code applies to all persons associated with Sunbeam Capital (“Supervised Persons”). The Code was developed to provide general ethical guidelines and specific instructions regarding the Advisor’s duties to each Client. Sunbeam Capital and its Supervised Persons owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Sunbeam Capital’s Supervised Persons to adhere not only to the specific provisions of Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 9  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, please contact the Advisor at (901) 229- 2132. B. Personal Trading with Material Interest Sunbeam Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Sunbeam Capital does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. Sunbeam Capital does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Sunbeam Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients. Owning the same securities that are recommended (purchase or sell) to Clients presents a conflict of interest that, as fiduciaries, must be disclosed to Clients and mitigated through policies and procedures. As noted above, the Advisor has adopted the Code to address insider trading (material non-public information controls); gifts and entertainment; outside business activities and personal securities reporting. When trading for personal accounts, Supervised Persons have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by Sunbeam Capital conducting a coordinated review of personal accounts and the accounts of the Clients. The Advisor has also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While Sunbeam Capital allows Supervised Persons to purchase or sell the same securities that may be recommended to and purchased on behalf of Clients, such trades are traded afterwards. At no time will Sunbeam Capital, or any Supervised Person of Sunbeam Capital, transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Sunbeam Capital does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will engage the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Sunbeam Capital to direct trades to the Custodian as agreed upon in the investment advisory agreement. Further, Sunbeam Capital does not have the discretionary authority to negotiate commissions on behalf of Clients on a trade-by-trade basis. Where Sunbeam Capital does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the recommended Custodian and will not incur any extra fee or cost from the Advisor associated with using a custodian not recommended by Sunbeam Capital. However, the Advisor may be limited in the services it can provide if the recommended Custodian is not engaged. Sunbeam Capital may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its reputation and/or the location of the Custodian’s offices. Sunbeam will generally recommend that Clients establish their account[s] at Fidelity Clearing & Custody Solutions, a division of Fidelity Investments, Inc. (“Fidelity”) or Charles Schwab & Co., Inc. (“Schwab”), FINRA-registered broker- dealers and members SIPC. Fidelity or Schwab will serve as a “qualified custodian” for Clients. Sunbeam maintains an institutional relationship with Fidelity and Schwab, whereby the Advisor receives economic benefits from Fidelity and Schwab. Please see Item 14 below. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with a broker-dealer/custodian in exchange for research and other Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 10  services. Sunbeam Capital does not participate in soft dollar programs sponsored or offered by any broker- dealer/custodian. However, the Advisor receives certain economic benefits from the Custodian. Please see Item 14 below. 2. Brokerage Referrals - Sunbeam Capital does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where Sunbeam Capital will place trades within the established account[s] at the Custodian designated by the Client. Further, all Client accounts are traded within their respective account[s]. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). Sunbeam Capital will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. 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 taking into account such factors as 1) price, 2) size of the order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Sunbeam Capital will execute its transactions through the Custodian as authorized by the Client. Sunbeam Capital typically does not aggregate orders into a block trade but rather trades individually account by account. Sunbeam Capital has established an account review and trade rotation process to ensure that trading does not consistently advantage or disadvantage any particular Clients’ accounts. Item 13 – Review of Accounts A. Frequency of Reviews Securities in Client accounts are monitored on a regular and continuous basis by Ellis Carson, Chief Compliance Officer of Sunbeam Capital. Formal reviews are generally conducted at least annually or more frequently depending on the needs of the Client. B. Causes for Reviews 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 Sunbeam Capital 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. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client 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]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 – Client Referrals and Other Compensation A. Compensation Received by Sunbeam Capital Sunbeam Capital is a fee-based advisory firm, that is compensated solely by its Clients and not from any investment product. Sunbeam Capital does not receive commissions or other compensation from product sponsors, broker-dealers or any un-related third party. Sunbeam Capital 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 its Clients. Likewise, Sunbeam Capital may receive non-compensated referrals of new Clients from various third-parties. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 11  Participation in Institutional Advisor Platform (Fidelity) As noted in item 12, Sunbeam Capital has established an institutional relationship with Fidelity to assist the Advisor in managing Client account[s]. As part of the arrangement, Fidelity also makes available to the Advisor, at no additional charge to the Advisor, certain research and brokerage services, including research services obtained by Fidelity directly from independent research companies. The Advisor may also receive additional services and support from Fidelity. As a result of receiving such services for no additional cost, the Advisor may have an incentive to continue to use or expand the use of Fidelity’s services. The Advisor examined this potential conflict of interest when it chose to enter into the relationship with Fidelity and has determined that the relationship is in the best interests of the Advisor’s Clients and satisfies its Client obligations, including its duty to seek best execution. Please see Item 12 above. The Advisor receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Fidelity. The software and related systems support may benefit the Advisor but not its Clients directly. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Client’s first. Clients should be aware, however, that the receipt of economic benefits from a Custodian creates a conflict of interest since these benefits may influence the Advisor’s recommendation of this Custodian over one that does not furnish similar software, systems support, or services. Participation in Institutional Advisor Platform (Schwab) Sunbeam Capital has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like Sunbeam Capital. As a registered investment advisor participating on the Schwab Advisor Services platform, Sunbeam Capital receives access to software and related support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a potential conflict of interest since these benefits may influence the Advisor's recommendation of this custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back-office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. Services that May Only Benefit the Advisor – Schwab also offers other services to Sunbeam Capital that may not benefit the Client, including: educational conferences and events, consulting services and discounts for various service providers. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. Sunbeam Capital believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. B. Compensation for Client Referrals The Advisor does not compensate, either directly or indirectly, any persons who are not supervised persons, for Client referrals. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 12  Item 15 – Custody Sunbeam Capital does not accept or maintain custody of Client accounts, except for the limited circumstances outlined below: Deduction of Advisory Fees - To ensure compliance with regulatory requirements associated with the deduction of advisory fees, all Clients for whom Sunbeam Capital exercises discretionary authority must hold their assets with a "qualified custodian." Clients are responsible for engaging a “qualified custodian” to safeguard their funds and securities and must instruct Sunbeam Capital to utilize that Custodian for securities transactions on their behalf. Clients are encouraged to review statements provided by the Custodian and compare to any reports provided by Sunbeam Capital to ensure accuracy, as the Custodian does not perform this review. Money Movement Authorization - For instances where Clients authorize Sunbeam Capital to move funds between their accounts, Sunbeam Capital and the Custodian have implemented safeguards to ensure that all money movement activities are conducted strictly in accordance with the Client’s documented instructions. Item 16 – Investment Discretion Sunbeam Capital generally has discretion over the selection and amount 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 Sunbeam Capital. 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 Sunbeam Capital will be in accordance with each Client's investment objectives and goals. Item 17 – Voting Client Securities Sunbeam Capital does not accept proxy-voting responsibility for any Client. Clients will receive proxy statements directly from the Custodian. The Advisor will assist in answering questions relating to proxies, however, the Client retains the sole responsibility for proxy decisions and voting. Item 18 – Financial Information Neither Sunbeam Capital, nor its management, have any adverse financial situations that would reasonably impair the ability of Sunbeam Capital to meet all obligations to its Clients. Neither Sunbeam Capital, nor any of its Advisory Persons, have been subject to a bankruptcy or financial compromise. Sunbeam Capital is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not collect advance fees of $500 or more for services to be performed six months or more in the future. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 13  Privacy Policy Effective: June 3, 2025 Our Commitment to You Sunbeam Capital Management, LLC (“Sunbeam Capital” or the “Advisor”) is committed to safeguarding the use of personal information of our Clients (also referred to as “you” and “your”) that we obtain as your Investment Advisor, as described here in our Privacy Policy (“Policy”). Our relationship with you is our most important asset. We understand that you have entrusted us with your private information, and we do everything that we can to maintain that trust. Sunbeam Capital (also referred to as "we", "our" and "us”) protects the security and confidentiality of the personal information we have and implements controls to ensure that such information is used for proper business purposes in connection with the management or servicing of our relationship with you. Sunbeam Capital does not sell your non-public personal information to anyone. Nor do we provide such information to others except for discrete and reasonable business purposes in connection with the servicing and management of our relationship with you, as discussed below. Details of our approach to privacy and how your personal non-public information is collected and used are set forth in this Policy. Why you need to know? Registered Investment Advisors (“RIAs”) must share some of your personal information in the course of servicing your account. Federal and State laws give you the right to limit some of this sharing and require RIAs to disclose how we collect, share, and protect your personal information. What information do we collect from you? Driver’s license number Date of birth Social security or taxpayer identification number Assets and liabilities Name, address and phone number[s] Income and expenses E-mail address[es] Investment activity Account information (including other institutions) Investment experience and goals What Information do we collect from other sources? Custody, brokerage and advisory agreements questionnaires and suitability Other advisory agreements and legal documents Transactional information with us or others Account applications and forms Investment documents Other information needed to service account How do we protect your information? To safeguard your personal information from unauthorized access and use we maintain physical, procedural and electronic security measures. These include such safeguards as secure passwords, encrypted file storage and a secure office environment. Our technology vendors provide security and access control over personal information and have policies over the transmission of data. Our associates are trained on their responsibilities to protect Client’s personal information. We require third parties that assist in providing our services to you to protect the personal information they receive from us. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 14  How do we share your information? An RIA shares Client personal information to effectively implement its services. In the section below, we list some reasons we may share your personal information. Basis For Sharing Do we share? Can you limit? Yes No to: processing No Not Shared Yes Yes Servicing our Clients We may share non-public personal information with non-affiliated third parties (such as administrators, brokers, custodians, regulators, credit agencies, other financial institutions) as necessary for us to provide agreed upon services to you, consistent with applicable law, including but not limited transactions; general account maintenance; responding to regulators or legal investigations; and credit reporting. Marketing Purposes Sunbeam Capital does not disclose, and does not intend to disclose, personal information with non-affiliated third parties to offer you services. Certain laws may give us the right to share your personal information with financial institutions where you are a customer and where Sunbeam Capital or the client has a formal agreement with the financial institution. We will only share information for purposes of servicing your accounts, not for marketing purposes. Authorized Users Your non-public personal information may be disclosed to you and persons that we believe to be your authorized agent[s] or representative[s]. No Not Shared Information About Former Clients Sunbeam Capital does not disclose and does not intend to disclose, non- public personal information to non-affiliated third parties with respect to persons who are no longer our Clients. Changes to our Privacy Policy We will send you a copy of this Policy annually for as long as you maintain an ongoing relationship with us. Periodically we may revise this Policy and will provide you with a revised Policy if the changes materially alter the previous Privacy Policy. We will not, however, revise our Privacy Policy to permit the sharing of non-public personal information other than as described in this notice unless we first notify you and provide you with an opportunity to prevent the information sharing. Any Questions? You may ask questions or voice any concerns, as well as obtain a copy of our current Privacy Policy by contacting us at (901) 229-2132. Sunbeam Capital Management, LLC 886 Cumberland Road Northeast, Atlanta, GA 30306 Phone: (901) 229-2132 Page 15