Description of Services and Fees We are a registered investment adviser with offices in Miami and North Miami Beach, Florida. We are organized as a limited liability company under the laws of the State of Florida. We have been providing investment advisory services since 2011. Alberto Siblesz, David Guenoun, and Esteban Tome are our principal indirect owners. Prior to forming Scala Capital LLC (formerly Smartinvest Capital LLC / Iconic Capital LLC), Alberto Siblesz was the principal of Smart Invest Advisors LLC providing investment advisory services since 2008. The following paragraphs describe our services and fees. As used in this brochure, the words "we", "our" and "us" refer to Scala Capital LLC and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Also, you may see the term Associated Person throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. Portfolio Management Services We offer discretionary and non-discretionary portfolio management services to our clients and prospective clients. We provide portfolio management services based on three portfolio models: The Conservative Portfolio, the Moderate Portfolio and the Tactical Portfolio. The Conservative Portfolio is designed for those whose goals are current income and stability, have a low-risk tolerance and who desire to preserve the principal value of their investment. The Tactical Portfolio is designed for those who desire moderate growth, who have a medium risk tolerance with no need for current income. The Moderate Portfolio is designed for those who desire some growth potential and have a risk tolerance between low and medium. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information") at the beginning of our advisory relationship. We will use the suitability information we gather from our initial meeting to select a model portfolio(s) in which you will be invested. In some cases, we may modify the model portfolio for particular clients based on the client's individual needs, financial objectives and risk tolerance. Once we select a model portfolio(s) for you, we will monitor your portfolio's performance on an ongoing basis and will rebalance the portfolio as required by changes in the model, market conditions and in your financial circumstances. 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 our firm to determine the specific securities, and the dollar amount of securities, to be purchased or sold, and in some cases the broker-dealer to be used and the commission rates to be paid 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 or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account. Our fee for portfolio management services ranges up to 1.50% per year of the value of your assets we manage, and/or a performance-based fee discussed below. Management Fee Schedule Max. Fee Account Value Percentage If you have a net worth greater than $2,200,000 ($2,000,000 for performance-based fee agreements entered into prior to August 15, 2016) or we manage at least $1,000,000 of your assets, immediately after you enter into an agreement for our services, you may pay performance-based fees. In such cases, you will pay a combination of an asset-based fee ranging up to 1.50% per year and an annual performance fee of a maximum of 20% per year, charged on a quarterly a basis. The performance fee allocation is subject to a "high water mark" provision which means that you will only pay a performance fee to the extent that the amount of the capital increase exceeds the sum of any cumulative loss in your account. Certain clients may be charged fees lower than those stated and will be negotiated on a case-by-case basis. Our portfolio management fee is billed and payable quarterly in arrears or in advance, depending on the client’s preference, based on the daily average value of your account calculated on the last day of the quarter. If the portfolio management agreement is executed at any time other than the first day of a calendar quarter, our fees will apply on a pro rata basis, which means that the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. We will send you an invoice for the payment of our advisory fee or we will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when the following requirements are met:
• You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian.
• We send you an invoice showing the amount of the fee, the value of the assets on which the fee is based, and the specific manner in which the fee was calculated. Up to $1,000,000 1.50% $1,000,001 to $10,000,000 1.25% $10,000,000 and over 1.00%
• The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts dispersed from your account including the amount of the advisory fee paid directly to our firm. You may terminate the portfolio management agreement upon 30 days' written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the portfolio management agreement, which means you will incur advisory fees only

in proportion to the number of days in the quarter for which you are a client. We encourage you to reconcile our invoices with the statement(s) you receive from the qualified custodian. If you find any inconsistent information between our invoice and the statement(s) you receive from the qualified custodian, please call our main office number located on the cover page of this brochure. Financial Planning and Consulting We may render limited financial planning and consulting services to clients who retain us to provide portfolio management services. However, we do not charge any additional fees for such services and are provided on a complementary and ancillary basis. We may also provide investment banking and mergers and acquisitions advice. The fees charged for such services may be based on an hourly or fixed fee and are negotiable on a case-by-case basis depending on the scope and complexity of the services. Selection of Other Advisers As part of our investment advisory services, we may recommend that you use the services of a third-party money manager ("MM") to manage a portion of your investment portfolio. After gathering information about your financial situation and objectives, we will recommend that you engage a specific MM. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: The MM's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will monitor the MM(s)' performance at least quarterly to ensure its management and investment style remains aligned with your investment goals and objectives. In some cases, we may have discretion to re-allocate assets amongst third-party advisers, where appropriate. We will include the assets managed by the MM in calculating your portfolio management fee based on our fee schedule provided above. The MM will also charge you a fee which is separate and apart from our advisory fee. Sometimes, the MM share their fees with us. In those cases, we will credit the advisory fees you pay to us against the shared fee. The advisory fee you pay to the MM is established and payable in accordance with the disclosure brochure provided by each MM to whom you are referred. These fees may or may not be negotiable. In some circumstances, our compensation may differ depending upon the individual agreement we have with each MM. As such, in those circumstances, we may have an incentive to recommend one MM over another MM with whom we have less favorable compensation arrangements or other advisory programs offered by MMs with which we have no compensation arrangements. You should review the recommended MM's disclosure brochure and take into consideration the MM's fees along with our fees, as applicable, to determine the total amount of fees associated with this program. You will be required to sign an agreement directly with the recommended MM(s). You may terminate your advisory relationship with the MM according to the terms of your agreement with the MM. You should review each MM's disclosure brochure for specific information on how you may terminate your advisory relationship with the MM and how you may receive a refund, if applicable. You should contact the MM directly for questions regarding your advisory agreement with the MM. Private Investment Funds Private Investment Funds We are the investment advisor of seven private investment portfolios (“the Portfolios”) with compensation based on a percentage of assets under management. Three of the portfolios (SI Multistrategy Segregated Portfolio, SI Liquid Segregated Portfolio and SI Opportunist Credit Portfolio) are structured within Glide Fund SPC, an affiliated offshore structure for non-US investors. The fourth, fifth and sixth portfolios (SI Multistrategy Series, DLR Portfolio and Wasserstein Debt Opportunities Series are structured within Glide Fund Series LLC, an affiliated onshore structure for US taxable investors. The seventh portfolio is structured within the Glide Direct Series LLC, and affiliated onshore structure for US taxable investors. As the investment advisor on these seven portfolios, Glide Fund SPC, Glide Fund Series LLC and Glide Direct Series LLC (together, “the Funds”) have delegated the investment advisory function for these portfolios so that we have full discretionary control for all purchases and sales of Portfolio Funds offered by the Funds. The Portfolios are offered only to investors meeting certain sophistication and financial requirements and only by private placement memorandum and other offering documents. Investors and prospective investors should refer to the offering documents for the Funds and their Portfolio Supplements for a complete description of the risks, investment objectives and strategies, fees and other relevant information pertaining to investments in the Funds. We will not receive any direct or indirect compensation for acting as the investment adviser to the Funds. Glide Capital, LLC, an affiliate of Scala Capital and the Investment Manager/Managing Member of the Funds, will receive a Management Fee equal to 0.30% (1.20% per annum) of the closing Capital Account balance of each Shareholder/Non- Managing Member of the Funds for each quarter. Additionally, the Portfolios will pay advisory fees and performance-based compensation to the Underlying Managers for the Portfolio Funds in which the Series is invested. Types of Investments We do not primarily recommend one security over another. We offer advice on equity securities, corporate debt securities, commercial paper, certificates of deposit, municipal securities, mutual funds. U.S. Government securities, options and interest in partnerships investing in real estate and oil and gas. Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship. You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing. Assets Under Management As of December, 31st, 2023, we provide continuous management services for $259,601,000 in client assets, $245,190,000 on a discretionary basis, and $14,411,000 in client assets on a non-discretionary basis.