NYMBUS CAPITAL INC.

Item 1 – Cover Page Form ADV, Part 2A (the “Brochure”) March 2025 Nymbus Capital Inc. 1430-1800 McGill College Montreal, Québec, Canada, H3A 3J6 1-866-985-1138 (514) 985-1138 info@nymbus.ca www.nymbus.ca This brochure provides information about the qualifications and business practices of Nymbus Capital Inc. If you have any question about the contents of this brochure, please contact us at 514-985-1138 or info@nymbus.ca. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Nymbus Capital Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Nymbus Capital’s number is 298214. 1  Item 2 – Material Changes Not applicable. 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 Business ...................................................................................................................................................... 4 Item 5 – Fees and Compensation .......................................................................................................................................... 5 Item 6 – Performance-Based Fees and Side-by-Side Management ...................................................................... 6 Item 7 – Types of Clients .......................................................................................................................................................... 6 Item 8 – Methods of Analysis Investment Strategies and Risk of Loss .................................................................... 6 Item 9 – Disciplinary Information.......................................................................................................................................... 10 Item 10 – Other Financial Industry Activities and Affiliations .................................................................................... 10 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................. 11 Item 12 – Brokerage Practices ................................................................................................................................................ 11 Item 13 – Review of Accounts ................................................................................................................................................ 12 Item 14 – Client Referrals and Other Compensation .................................................................................................... 12 Item 15 – Custody ....................................................................................................................................................................... 12 Item 16 – Investment Discretion ............................................................................................................................................ 13 Item 17 – Voting Client Securities ......................................................................................................................................... 13 Item 18 – Financial Information.............................................................................................................................................. 13 Item 19 – Requirements for State-Registered Advisers .............................................................................................. 13 3  Item 4 – Advisory Business A. Description of your advisory firm, including how long you have been in business and its principal owners. Nymbus Capital is a Montreal-based systematic and quantitative investment firm specializing in fixed income and managed futures "portable alpha" solutions. The firm was founded in 2013 by Marc Rivet (CEO and CCO) and Gabriel Cefaloni (CIO) to provide tailored multi-asset solutions to institutional investors, financial intermediaries, and private wealth clients across North America and Europe. Nymbus stands out as one of the few fully systematic fixed income managers in North America. The firm embraces the scientific approach to investing working at the intersection of technology, data, and finance to build investment portfolios. Nymbus has grown rapidly, now managing over $1.5 billion in gross assets, and earning recognition as one of Canada's highest-performing and fastest-growing managers over the past 6 years. The firm also concluded small strategic acquisitions along the way, integrating Perseus Capital to enhance its systematic portable alpha solutions and Landry Investment Management which had a client base of wealthy families. The firm notably has Jean Turmel as its Chairman of the board and investor. Mr. Turmel was formerly the Chairman of the Board of Ontario Teachers Pension Plan, one of the major "Maple 8" pension plans in Canada as well as President of National Bank Financial, while also serving on multiple publicly traded companies in Canada. Nymbus employs an experienced team of portfolio managers, scientists, researchers and engineers to serve a diverse group of investors, from retirement funds and educational endowments to government institutions and wealthy families. B. Description of the types of advisory services you offer Nymbus manages assets predominantly for institutional clients, including pension funds, foundations, religious institutions, consultants, and other financial intermediaries. The firm provides sub-advisory services for institutional asset and wealth managers and offers systematic fixed income and credit strategies through pooled funds and separately managed accounts (SMAs). With 99% of its client base located in Canada, Nymbus has developed investment solutions tailored to the specific requirements of Canadian institutional investors. Its approach is based on a systematic process and a scientific methodology that integrates technology, data science, and finance to support disciplined portfolio construction and robust risk management. Sound governance practices and a consistent track record in both sub-advisory arrangements and bespoke portfolio management position Nymbus as a reliable service provider for Canadian institutional investors. C. Explanation of how you tailor your advisory services to the individual needs of clients We use a systematic investment process which can be tailored to specific institutional client demands, requests and constraints. 4  D. Participation in wrap fee programs Nymbus Capital Inc. does not currently participate in a wrap fee program. E. Client assets managed on a discretionary basis As of December 31th, 2024, Nymbus Capital Inc.’s discretionary AUM was approximatively US $ 640 million. Nymbus Capital Inc. does not manage client assets on a non-discretionary basis. Item 5 – Fees and Compensation A. Compensation for your advisory services Available on request. B. Payment of fees Clients may select whether the fees are invoiced to them or deducted from the client’s account C. Other types of fees or expense In addition to the management fees specified in paragraph A above, clients incur custodial fees. Clients with accounts managed on a separated basis must undertake their own arrangements for hiring a custodian. Clients may incur brokerage and other transaction costs related to the purchase or sale of securities. Please refer to Item 12 for further details on the costs involved. D. Payment, refunds and expenses Institutional clients are not requested to pay fees in advance. Typically, an investment management agreement can be terminated with a 30-day written notice period. Management fees for a partial month are charged on a pro-rata basis, using the market value of the portfolio on the last day of the mandate. E. Compensation of supervised persons Not applicable 5  Item 6 – Performance-Based Fees and Side-by-Side Management Nymbus Capital Inc. may from time to time enter into performance-based fee arrangements with certain clients in accordance with the conditions and requirements of Rule 205-3 under the Advisers Act, where applicable. Such performance fee arrangements will be negotiated with each client and terms may vary. Such arrangements typically provide for a management fee comprised of an asset-based fee plus a performance fee. If the portfolio outperforms the benchmark or hurdle rate, a portion of that outperformance will be paid to Nymbus Capital Inc. as a performance fee. Nymbus Capital Inc. may face a conflict in advising accounts that are charged a base fee and accounts that are charged a performance fee, including having an incentive to favour accounts charged a performance fee when allocating investment opportunities. To mitigate this conflict, Nymbus Capital Inc. has adopted a fair allocation policy. Item 7 – Types of Clients Nymbus Capital Inc. provides discretionary asset management services to a range of institutional clients, including pension funds, foundations, endowments, consultants, multi-family offices, and corporations. Item 8 – Methods of Analysis Investment Strategies and Risk of Loss A. Description of the methods of analysis and investment strategies and risk of loss. The strategy generates alpha by combining two systematic components core bond portfolio and a protective overlay each designed to capture market inefficiencies while managing risk. The bond portfolio is constructed using a dual-algorithm approach. A top-down algorithm classifies bond market regimes based on factors such as interest rates, inflation, credit spreads, and default probabilities, which informs sector allocation and capital distribution across maturities and credit ratings. Complementing this, a bottom-up algorithm conducts a daily screening of a large universe of bonds to identify those offering the highest yield to maturity adjusted for risk. This integrated approach enhances the portfolios risk-adjusted performance relative to its benchmark. The protective overlay employs listed futures contracts to indirectly hedge key risksincluding interest rate, inflation, and credit spread exposures through a Global Minimum Volatility (GMV) strategy. This overlay not only mitigates potential vulnerabilities in the bond portfolio but also provides a decorrelated return stream that contributes significantly to the overall alpha, particularly in volatile market environments. Together, these components enable the strategy to systematically exploit inefficiencies in the fixed income market while maintaining a disciplined risk management framework 6  Investment process (how the algorithms work, for both strategies): o Nymbus uses a primarily systematic, quantitative approach to investing: o Bond portfolios: o Algo1 (<u>Sector Allocation</u>): A top-down approach that classifies bond regimes based on interest rates, inflation, credit spreads, and default probabilities, optimizing capital allocation across maturity and credit ratings. o Algo2 (<u>Security Selection</u>): A bottom-up process that evaluates tens of thousands of bond prices daily to find undervalued bonds relative to peers, optimizing for "yield to maturity adjusted for risk" based on multiple factors. o Protection overlay strategy (GMV): Indirectly hedges against interest rates, inflation, and credit spread risk through listed futures. It creates a decorrelated and stable return stream, rebalancing weekly to minimize global risk. Historically generated an average of 5% return with 3% downside risk over nearly 10 years. B. Description of the risk involved in investing for each of our strategies o Company Risk If there is unfavourable news about a company in which the portfolio invests, the company’s shares may lose value, causing the value of the portfolio to change. o Credit Risk Credit risk is associated with uncertainty about a company’s ability to meet its debt obligations. Debt securities rated below investment grade or unrated securities offer a better yield but are generally more volatile and less liquid than other debt securities. There is also a greater likelihood that issuers of such securities may default, which may result in losses. The market for lower-rated debt securities can also be affected by adverse publicity which can affect the prices of such securities. The value of the portfolio that hold these securities may rise and fall substantially. o Currency Risk A global portfolio may invest in securities denominated or traded in different currencies. Changes in foreign currency exchange rates will affect the value of the securities held by the portfolio. o Foreign Market Risk Foreign investments are affected by global economic factors. There is often less information available about foreign companies, and many countries have less stringent accounting, auditing and reporting standards than we do in Canada or in the United States. Some foreign stock markets have less trading volume, which may make it more difficult to sell an investment or make prices more volatile. Certain countries may also have foreign investment or exchange laws that make it difficult to sell an investment or may impose withholding or other taxes that could reduce the return on the investment. Different financial, political and social factors could hurt the value of foreign investments. As a result, portfolios that specialize in foreign investments may experience larger and more frequent price changes in the short term. 7  o General Market Risk General market risk is the risk that equity markets will go down in value, including the possibility that equity markets will go down sharply and unpredictably. Several factors can influence market trends, such as economic developments, changes in interest rates, political changes and catastrophic events. All investments are subject to market risk. o Liquidity Risk Liquidity refers to the speed and ease with which an asset can be sold and converted to cash. Most securities our portfolios invest in can be sold easily and at a fair price. In highly volatile markets, such as in periods of sudden interest rate changes, certain securities may become less liquid, which means they cannot be sold as quickly or easily. Some securities may be illiquid because of legal restrictions, the nature of the investment, certain features, such as guarantees, or a lack of buyers interested in the particular security or market. Difficulty in selling securities may result in a loss or reduced return for a portfolio. o Short Selling Risk Some of the portfolios may engage in short selling. A "short sale" is when a portfolio borrows securities from a lender, which are then sold in the open market (or "sold short"). At a later date, the same number of securities are repurchased by the portfolio and returned to the lender. In the interim, the proceeds from the first sale are deposited with the lender and the portfolio pays interest to the lender. If the value of the securities declines between the time that the portfolio borrows securities and the time it repurchases and returns the securities, the portfolio makes a profit for the difference (less any interest the portfolio is required to pay to the lender). Short selling involves certain risks. There is no assurance that securities will decline in value during the period of the short sale sufficient to offset the interest paid by the portfolio and make a profit, and securities sold short may instead appreciate in value. A portfolio may also experience difficulties repurchasing and returning the borrowed securities if a liquid market for the securities does not exist. The lender from whom the portfolio has borrowed securities may become bankrupt and the portfolio may lose the collateral it has deposited with the lender. o Smaller Companies Risk Securities of small companies tend to be traded less frequently and in smaller volumes than those of large- cap companies. As a result, the prices of shares of small cap companies tend to be less stable than those of large-cap companies. Their value may rise and fall more sharply than other securities and they may be more difficult to buy and sell. This risk is even higher for private companies or those taken public recently. 8  o Sovereign Debt Risk Some portfolios may invest in sovereign debt securities. These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt are subject to the risk that a government entity may delay or refuse to pay interest or repay principal on its sovereign debt. The reasons for such delay or refusal may include cash flow problems, insufficient foreign currency reserves, political considerations, the size of its debt position relative to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other agencies. If a government entity defaults, it may ask for more time in which to pay, or for further loans. There is no legal process for collecting sovereign debts that a government does not pay, or bankruptcy proceeding by which all or part of sovereign debt that a government entity has not repaid may be collected. o Cybersecurity Risk With the increased use of technologies such as the Internet to conduct business, the manager and each of the portfolios are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting the portfolios, the manager or the manager’s service providers (including, but not limited to, the portfolios Valuation Agent and Recordkeeper and Custodian) have the ability to cause disruptions and impact each of their respective business operations, potentially resulting in financial losses, interference with the portfolio’s ability to calculate their net asset value, impediments to trading, the inability of unitholders to transact business with the portfolios and the inability of the portfolios to process transactions including redeeming units, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs associated with the implementation of any corrective measures. Similar adverse consequences could result from cyber incidents affecting the issuers of securities in which the portfolios invest and counterparties with which the portfolios engage in transactions. In addition, substantial costs may be incurred to prevent any cyber incidents in the future. Furthermore, the manager and the portfolios cannot control the cyber security plans and systems of the manager’s service providers, the issuers of securities in which the portfolios invest or any other third parties whose operations may affect the portfolios. As a result, the portfolios and their unitholders could be negatively affected. 9  o Exchange Traded Funds Risk Some of the portfolios may invest some or all of their assets in funds that are traded on a foreign stock exchange (“exchange-traded funds”). Generally, the portfolios may only invest in exchange-traded funds that issue index participation units, which means that the only purpose of the fund is to hold the securities that are included in a specified widely quoted market index in substantially the same proportions as the index or to invest in a manner so as to replicate the performance of the index. As such, exchange- traded funds seek to provide returns similar to the performance of a particular market index or industry sector. Exchange-traded funds may not achieve the same return as their benchmark index due to differences in the actual weighting of securities held in the exchange-traded fund versus the weighting in the relevant index and due to operating and management expenses of the exchange-traded funds. Nymbus Capital Inc. has put in place some risk management policies to mitigate these risks. Our risk management philosophy is spread over 4 levels: o Philosophically, funds rely on 2 inversely correlated strategies, momentum and value. The latter provides the former stability and significant capital protection in the event of a recession. o Strategically, the weight attributed to each component is adjusted depending on our analysis of the macroeconomic environment and according to our adaptive positioning (modulation of investment styles weights according to the different phases of the stock market cycle). o Tactically, the risk of the portfolios relative to their benchmark is revised by sector, industry, region and currency exposure. Deviations relative to the index are then optimized in terms of potential yield. o Finally, at the operational level, the specific risk of each security and their characteristics in relation to the investment style are considered. Style risk and active risk are reviewed at each rebalancing, but monitored daily. Given the nature of the momentum style, there is no stop loss, nor fixed limits that could be triggered because of the volatility of the style. However, the manager will quickly eliminate a position that is no longer representing its style. Item 9 – Disciplinary Information Nymbus Capital Inc. and its management personal have no relevant or material legal and regulatory events to report or to disclose. Item 10 – Other Financial Industry Activities and Affiliations Not applicable. 10  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Nymbus Capital Inc. has adopted a code of ethics and all employees must conform to the CFA Standards of Practice. The Code specifies that all employees must act with integrity, competence, diligence and respect in an ethical manner in their dealings with clients, prospective clients, their employer, other employees, capital market participants and the public in general. A copy of the code of ethics will be provided on demand to any client or prospective client upon request. Nymbus Capital Inc. refrains from recommending, buying or selling any securities in which an officer, manager or other principal might be a related person to avoid any conflict of interest. Item 12 – Brokerage Practices Nymbus Capital Inc.’s prime consideration when selecting a broker is getting the best execution for the client. That includes quality of execution, global reach and total cost to the client including commission and settlement cost. A. Research and Other Soft Dollar Benefits: Nymbus Capital Inc. has commission sharing agreements (“CSA”) with its brokers to obtain research goods and services in accordance Canadian and US regulations. Nymbus Capital Inc. receives mainly research goods, including access to databases and software used to implement the investment strategy as well as third- party research. When entering CSA’s Nymbus Capital Inc. receives a benefit in exchange of higher commission rates because we don’t have to produce or pay for the research, products or services. CSA create an incentive to select a broker-dealer based on our interest in receiving research or other products and services, rather then our clients’ interest in receiving most favorable execution. CSA may cause clients to pay commissions higher than those charged by other broker- dealers in return for soft dollar benefits. Soft dollar benefits and services are used only for clients that paid for the benefits. However, as the research goods and services are used for the VALMO strategy as a whole, there is no way to allocate the benefits proportionally. All research goods and services obtain be Nymbus Capital Inc. are used in investment decision-making and trade execution and include databases used to run our quantitative models, execution management systems as well as macro economic research used to allocate between the Value and Momentum portions of our strategy. The choice of a broker-dealer is primarily based on its capacity to offer quality execution at a low-price including settlement costs. We mainly chose electronic trading platforms or program trading desk that usually charge smaller commission rate than traditional broker-dealers. Nymbus Capital Inc. typically uses a small number of broker-dealers in order to minimize operational risks and costs. The benefits received by the manager are similar between broker-dealers. 11  B. Brokerage for Client Referrals We don’t not receive client referrals from brokers. Nymbus Capital Inc. does not recommend, request or require its clients to direct it to execute transactions through a specified broker-dealer and has no affiliation with any broker-dealer. C. Directed Brokerage Clients that require Nymbus Capital Inc. to direct brokerage through a specific broker- dealer should understand that they may lose the possible advantage which clients not directing brokerage derive from aggregation of orders. Such clients may pay higher brokerage commission, receive less favourable prices and have higher settlement costs. D. Trade Aggregation Nymbus Capital Inc. typically rebalances similar portfolio at the same time and aggregate purchases and sales of securities for various clients’ accounts. Item 13 – Review of Accounts A. Periodical review of client accounts Separately managed accounts and pooled funds are monitored on a daily basis by the Chief Investment Officer and his team and reviewed by the Chief Compliance Officer to ensure the respect of the investment policy and constraints. B. Review of client accounts on other than a periodic basis More frequent reviews may be triggered by material changes in variables such as the client’s individual circumstances, flows in the portfolio and/or the market, political or economic environment. C. Content and frequency of regular reports Nymbus Capital Inc. generally sends the following written reports on a quarterly basis: o Holdings report; o Transactions report; o Performance report; o Manager’s comments. Other reports can also be sent to the clients on an ad hoc basis depending on their specific needs. Item 14 – Client Referrals and Other Compensation Not applicable. Item 15 – Custody Our custodians are CIBC Mellon, TD Securities and Interactive Brokers Canada Inc. 12  Item 16 – Investment Discretion All clients of Nymbus Capital Inc. have signed a discretionary investment management agreement. Discretion is exercised within the parameters contained in the client’s investment policy. Investment policies, objectives and restrictions are agreed upon and approved by Nymbus Capital Inc. and the client. Item 17 – Voting Client Securities Nymbus Capital Inc. have discretionary investment management agreements with all its clients, including discretion to vote proxies. Nymbus Capital Inc. has adopted a Proxy Voting policy to ensure that securities are voted in the best interest of the client. This policy is available upon request. Clients may obtain information from Nymbus Capital Inc. regarding how it voted with respect to their securities. Nymbus Capital Inc. may retain the services of a third-party proxy service provider. Clients may decide not to include proxy voting under the discretionary investment management agreement and retain voting authority. In such case, the client will receive their proxies from their custodian or other service provider. Clients may contact Nymbus Capital Inc. with questions about particular solicitations. Item 18 – Financial Information Not applicable. Item 19 – Requirements for State-Registered Advisers Not applicable. 13