Sandhill Investment Management is an investment advisory firm established in 2002, in Buffalo, New York. Sandhill is registered with the Securities and Exchange Commission. Edwin M. Johnston III is the firm’s principal owner. Principal owners are any individuals and/or entities controlling 25% or more of the ownership of the firm. Investment Advisory Services Sandhill Investment Management provides Investment Advisory services to private clients, institutions and corporations. The program will include the following: a. Investor Profile - The firm consults with the client to obtain detailed financial information and other pertinent data. After conversations with the client, the firm determines the appropriate investment guidelines, risk tolerance and other factors that will assist in ascertaining the investments to be made that are suitable for the account(s). An asset allocation model is chosen for the client. b. Portfolio Management Selection - Based on the client's asset allocation, the firm provides asset management of the client's capital. The firm diversifies and manages the client's portfolio. Although accounts may own many of the same securities, the firm manages the accounts on an individualized basis. Further restrictions and guidelines imposed by clients may affect the composition and performance of individual portfolios. As such, investment portfolios with the same asset allocation and investment objective may differ. Investment guidelines and restrictions must be provided to Sandhill in writing. c. Performance Evaluation and Monitoring Services - The custodian of the account will provide monthly and/or quarterly statements. The firm also will maintain account performance with Axys (performance accounting software from Advent) and may discuss account performance with the client from time to time. d. Discretionary Authority - The client will grant the firm discretionary authority to buy and sell securities. e. Alternative Investments and Private Placements- For certain assets, such as those invested in private, non-traded Real Estate Investment Trusts (“REITS”), or those managed by third parties who have a direct relationship with the Client, Sandhill provides ongoing advice and monitoring of the recommended securities in the account. Note: The firm will occasionally accept a non-managed account at the client’s request. These accounts are accepted as a customer courtesy and on an exception basis. These accounts are not actively managed; therefore, these accounts are not charged a management fee. Retirement Plan Rollover Considerations When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Internal Revenue Code (the “Code”), as Sandhill Investment Management Page 5 March 28th, 2024 applicable, which are laws governing retirement accounts. As a Fiduciary we adhere to Impartial Conduct Standards. These Standards require that we:
• Meet a professional standard of care when making investment recommendations (give prudent advice),
• Never put our financial interests ahead of yours when making recommendations (give loyal advice),
• Avoid misleading statements about conflicts of interest, fees, and investments,
• Follow policies and procedures designed to ensure that we give advice that is in your best interest,
• Charge no more than is reasonable for our services; and
• Give you basic information about conflicts of interest When providing recommendations to retirement plan accounts involving rollover considerations, there are generally four options regarding an existing retirement plan account. An employee may use a combination of those options, such as; 1.) leave the funds in the former employer’s

plan, if permitted, 2.) roll over the funds to a new employer’s plan, if one is available and rollovers are permitted, 3.) roll over to an Individual Retirement Account (“IRA”), or 4.) cash out the account value (which could, depending upon the individual’s age, result in adverse tax consequences). If your designated Advisor recommends that you rollover your retirement plan assets into an account to be managed by our firm, such recommendation creates a conflict of interest insofar as we will earn an advisory fee on the rolled over assets. You are under no obligation to roll over retirement plan assets to an account managed by us. Sub-Advisory Business Sandhill also provides third-party sub-advisory services for accounts managed by other Registered Investment Advisors (“Advisors”) through individual relationships or via established relationships with separately managed account platform sponsors (“Program Sponsors”). Sub-advisory relationships are established via written contractual agreements between Sandhill and individual Advisors or Program Sponsors. Sandhill’s Sub-Advisory Fee is negotiated with the individual Advisors or, in the case of an Advisor and advisor representative utilizing a separately managed account wrap-fee platform, the Program Sponsor. Fees may differ across Advisors and platforms. The Advisors are responsible for determining individual clients’ suitability and ascertaining their investment objectives. The Advisors receive authority to allocate a client account to third-party money managers in the Investment Advisor Agreement signed by the Client. As a sub-advisor, Sandhill is granted discretionary authority to manage the account according to the investment strategy(ies) selected by the Advisor. Sandhill and/or other third-party marketing firms provide Advisors and program sponsors with regular investment strategy performance updates and other marketing materials. Monthly and quarterly accounts statements are provided by the custodian. Sandhill currently serves as a Sub-Advisor for the following separately managed account wrap-fee programs:
• Lockwood Advisors Solutions
• American Portfolios Advisors Solutions
• Benjamin F. Edwards ESM Advisory Program
• Medallion Wealth Advisors
• UBS Separately Managed Accounts Program Sandhill Investment Management Page 6 March 28th, 2024
• Private Advisor Group
• Raymond James Outside Managed Program
• Charles Schwab
• LPL Manager Select/Manager Access Select Unified Managed Account Program (UMA) Sandhill also participates in Unified Managed Account (UMA) programs. The "sponsors" of these programs currently include: Envestnet and Lockwood Advisor Solutions. The sponsors contract directly with their clients to perform various types of investment management services. Sandhill delivers "model" portfolios to the sponsors. As part of this UMA, the advisor typically obtains the necessary financial data from the client, assists the client in determining the suitability of the program, assists the client in setting an appropriate investment objective and assists the client in opening an account. As of December 31st, 2023, Regulatory Assets Under Management: Number of Accounts Assets under Management Discretionary Accounts 3087 $1,897,330,660 Non-discretionary Accounts 174 $228,667,624 Total 3261 $2,125,998,284 Sandhill Investment Management also provides non-discretionary advisory services for institutional retirement plans. The services provided will vary depending on the needs of the client. Such services may include (but are not limited to) recommendation of investment options and model portfolio allocations, conducting enrollment meetings to disseminate plan information and investment education to participants, assistance with written investment policy statements, and coordinating with plan service providers.