Description of Firm Centerfin (formerly Sophne LLC) is a registered investment advisor based in New York, New York. Centerfin Inc. is organized as a corporation under the laws of the state of Delaware. The Advisor commenced operations in August 2020 and is majority owned by Kyrill Asatur and Denis Toporov. Centerfin offers discretionary investment advisory services under a wrap fee program. The wrap fee program ("Program") is made available by an interactive web-based investment management system to individual investors ("Clients") or other registered investment advisers ("RIAs"). The investment advice rendered is tailored to meet a client's investment objective and is delivered exclusively based upon information they submit via a web-based investor suitability questionnaire. The responses to the questionnaire are used to select a model portfolio based on their risk profile. Thereafter, Centerfin will monitor client portfolios on a daily basis. Once you agree with the model chosen, the program will automatically process the transaction. In providing investment advisory services through the system, all information will be provided through our web-based system. Our firm does not verify any information we receive from you or your agent(s) for accuracy, and we will rely on the information you provide. It is your responsibility to promptly update the client's account application through the web-based portal if there are ever any changes in the client's financial situation or investment objectives.
Centerfin manages model portfolios on an active basis. Portfolios primarily consist of Exchange Traded Funds and Mutual Funds, but may include a range of other securities, based on your stated goals and objectives. In providing investment advisory services, we will accept reasonable client restrictions on the specific securities or the types of securities that may be held in your account, however if we feel the restrictions prevent us from effectively managing your account we terminate our relationship with you.
Our discretionary web-based investment advisory services require you to grant us discretionary authority to trade in client's account(s). Subject to a grant of discretionary authorization, we have the authority and responsibility to formulate investment strategies on the client's behalf. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for the client's account without obtaining the client's approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm.
The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Centerfin and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm.
As of December 31, 2023, we provide continuous management services for $4,048,192 in client assets on a discretionary basis Client Investment Process We offer discretionary portfolio management services. Our investment advice is tailored to meet our clients' needs and investment objectives.
4 If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow us to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and the appropriate trading authorization forms.
This Program allows you to choose an investment option that employs a model portfolio developed by our firm that is diversified among investment styles and/or asset classes. We will use the information we gather to develop a strategy that enables our firm to customize an investment portfolio for you in accordance with your risk tolerance and investment objectives. Once we construct an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance and re- balance your investments as required by changes in market conditions and in your financial circumstances. Our annual portfolio management fee ("Program Fee") is equal to 0.50% of the market value of your assets under our management. Our Program Fee is billed and payable monthly in arrears based on the account average daily balance.
If the investment advisory agreement is executed at any time other than the first day of a calendar month, our fees will apply on a pro-rata basis, which means that the Program Fee is payable in proportion to the number of days in the month for which you are a client.
As a client, you should be aware that the wrap fee charged by our firm may be higher (or lower) than those charged by others in the industry, and that it may be possible to obtain the same or similar services from other firms at lower (or higher) rates. Brokerage Practices If you participate in the Program, you will be required to establish an account with Folio Investments Inc. ("Folio"), a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation, an unaffiliated SEC-registered broker-dealer. If you do not direct our firm to execute transactions through Folio, we reserve the right to not accept your

account. Not all advisers require their clients to direct brokerage. Since you are required to use Folio, we may be unable to achieve the most favorable execution of your transactions. We believe that Folio provides quality execution services based on several factors, including, but not limited to, the ability to provide professional services, reputation, experience and financial stability.
Withdrawal of Assets You may withdraw account assets on notice to our firm, and subject to the usual and customary securities settlement procedures. However, we design our portfolios as long-term investments and asset withdrawals may impair the achievement of your specific investment objectives.
Payment of Fees We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our management fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. The qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account including our fee. You should review all statements for accuracy.
5 Termination of Advisory Relationship You may terminate the wrap fee program agreement upon written notice to our firm. You will incur a pro-rata charge for services rendered prior to the termination of the wrap fee program agreement, which means you will incur management fees only in proportion to the number of days in the month for which you are a client. Upon termination of accounts held at Folio Investments, Inc., we will deliver securities and funds held in the account per your instructions unless you request that the account be liquidated. After the wrap fee program agreement has been terminated, transactions are processed at the prevailing brokerage rates/fees. You become responsible for monitoring your own assets and our firm has no further obligation to act upon or to provide advice with respect to those assets.
Wrap Fee Program Disclosures
•The benefits under a wrap fee program depend, in part, upon the size of the Account, the management fee charged, and the number of transactions likely to be generated in the Account. For example, a wrap fee program may not be suitable for Accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for management fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program.
•In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from other advisers or broker-dealers.
•Our firm and Associated Persons receive compensation as a result of your participation in the Program. This compensation may be more than the amount our firm or the Associated Persons would receive if you paid separately for investment advice, brokerage, and other services. Accordingly, a conflict of interest exists because our firm and our Associated Persons have a financial incentive to recommend the Program.
•Similar advisory services may be available from other registered investment advisers for lower fees. Additional Fees And Expenses As part of our investment advisory services to you, we may invest, or recommend that you invest, in mutual funds and exchange traded funds. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. You may be subject to custodial fees for specific services requested by you, such as an account transfer to another brokerage firm, or wiring cash to another financial institution. These fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. We do not share in any portion of the brokerage fees or charges imposed by the broker-dealer or custodian. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. Research and Other Soft Dollar Benefits We do not have any soft dollar arrangements.
6 Economic Benefits As a registered investment adviser, we have access to the institutional platform of your account custodian. As such, we will also have access to research products and services from your account custodian and/or other brokerage firm. These products are in addition to any benefits or research and may include financial publications, information about particular companies and industries, research software, and other products or services that provide lawful and appropriate assistance to our firm in the performance of our investment decision-making responsibilities. Such research products and services are provided to all investment advisers that utilize the institutional services platforms of these firms, and are not considered to be paid for with soft dollars.
Brokerage for Client Referrals We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research.