This Disclosure document is being offered to you by Kera Capital Partners, Inc. (“KCP” or “Firm”) about the investment advisory services we provide. It discloses information about our services and the way those services are made available to you, the client. Our Firm became a registered investment adviser in March 2021 and is owned by Michael McCabe, George Choe, and Bryan Buchert. Bryan Buchert is the Chief Compliance Officer. We are committed to helping clients build, manage and preserve their wealth. Our Firm provides services that help clients to achieve their stated financial goals. We will offer initial complimentary meetings upon our discretion; however, investment advisory services are initiated only after you and KCP execute an Investment Management Agreement. INVESTMENT MANAGEMENT AND SUPERVISION SERVICES We manage advisory accounts on a discretionary and non-discretionary basis. For discretionary accounts, once we have determined a profile and investment plan with a client, we will execute the day-to-day transactions without seeking prior client consent but within the expected investment guidelines. With our non-discretionary relationships, we will provide recommendations to help meet your financial objectives, but we must obtain your approval before making any transactions in your account. We may accept accounts with certain restrictions, if circumstances warrant. We primarily allocate client assets among individual stocks, bonds, exchange traded funds (“ETFs”), options, mutual funds cash and other public and private securities or investments. All of which are considered asset allocation categories for the client’s investment strategy. Portfolios will be designed to meet a particular investment goal, determined to be suitable to the client’s circumstances. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. During personal discussions with clients, we determine the client’s objectives, time horizons, risk tolerance, and liquidity needs. As appropriate, we also review a client’s prior investment history, as well as family composition and background. Based on client needs, we develop a client’s personal profile and investment plan. We then create and manage the client’s investments based on that policy and plan. It is the client’s obligation to notify us immediately if circumstances have changed with respect to their goals. Once we have determined the types of investments to be included in a client’s portfolio and have allocated the assets, we provide ongoing investment review and management services. With our discretionary relationship, we will make changes to the portfolio, as we deem appropriate, to meet client financial objectives. We trade these portfolios based on the combination of our market views and client objectives, using our investment process. We tailor our advisory services to meet the needs of our clients and seek to ensure that your portfolio is managed in a manner consistent with those needs and objectives. In all cases, clients have a direct and beneficial interest in their securities, rather than an undivided interest in a pool of securities. We do have limited authority to direct the Custodian to deduct our February 2024 | PAGE 4 investment advisory fees from your accounts, but only with the appropriate written authorization from clients. Where appropriate, we provide advice about any type of legacy position held in client portfolios. Typically, these are assets that are ineligible to be custodied at our primary custodian. Clients will engage us to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance, annuity contracts, and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. CONSULTING SERVICES We also provide clients with investment advice on a more-limited basis on one or more isolated areas of concern such as estate planning, real estate, retirement planning, or any other specific topic. Additionally, we provide advice on non-securities matters about the rendering of estate planning, insurance, real estate, and/or annuity advice or any other business advisory / consulting services for equity or debt investments in privately held businesses. In these cases, clients will be required to select their own investment managers, custodian, and/or insurance companies for the implementation of consulting recommendations. If client needs include brokerage and/or other financial services, we will recommend the use of one of several investment managers, brokers, banks, custodians, insurance companies, or other financial professionals ("Firms"). Consulting clients must independently evaluate these Firms before opening an account or transacting business and have the right to effect business through any firm they choose. Clients have the right to choose whether or not to follow the consulting advice provided. POOLED INVESTMENT VEHICLE (SPECIAL PURPOSE VEHICLE) Kera Capital Partners, Inc acts as an adviser to a pooled investment vehicle (special purpose vehicle) operating as private fund (each a “Client” or “Fund”). Interests in the Funds are offered to Reg D qualified investors – certain sophisticated, qualified investors, including high net worth individuals, retirement plans, trusts, partnerships, corporations, or other businesses. Our primary investment objective is to generate positive risk-adjusted returns. The Firm employs an opportunistic, value-oriented investment strategy supported by an analytical, fundamental research approach to identifying and assessing intrinsic value. However, our Firm may tailor specific advisory services with respect to each special purpose vehicle (i.e. the Client) based on the particular investment objectives and strategies described in the applicable Client’s (i) confidential offering memorandum or separate account agreement and (ii) governing documents (referred to collectively as “Offering Documents”). The goal is to create an offering (the SPV) that has a unique position and profile in the marketplace, exposed to skilled fund management, with proven historical performance, and with a strategy that is poised for upside given the underwritten risks. February 2024 | PAGE 5 The Funds are not registered as an investment company under

the Investment Company Act of 1940 and only offers interests in a private placement. Further, such interests in private placements are only offered to qualified purchasers (as defined in Section 2(a)(51) of the Investment Company Act). Investors who reside in certain states are required to meet standards different from or in addition to those described above. Investors will be required to represent in writing that they meet any such standards that may be applicable to them. The Managing Member of the Fund can, without the consent of the existing Members, admit new Members to the Fund. The Managing Member may reject a subscription for an Interest for any reason in its sole and absolute discretion. If a subscription is rejected, the payment remitted by the Investor will be returned without interest. It is important clients refer to Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss below for important information about the risks associated with private placements. RETIREMENT PLAN SERVICES When providing any non-discretionary investment advisory services, we will solely be making investment recommendations to the Sponsor, and the Sponsor retains full discretionary authority or control over assets of the retirement plan. We agree to perform any non-discretionary investment advisory services to the retirement plan as a fiduciary, as defined in ERISA Section 3(21)(A)(ii). We will act in good faith and with the degree of diligence, care, and skill that a prudent person rendering similar services would exercise under similar circumstances. When providing administrative services, we may support the Sponsor with plan governance and committee education; vendor management and service provider selection and review; investment education; or plan participant non-fiduciary education services. We agree to perform any administrative services solely in a capacity that would not be considered a fiduciary under ERISA or any other applicable law. When offering investment models to plan sponsors, under certain circumstances, we will act as a “fiduciary” as defined under Section 3(21) of ERISA and Section 4975I(3) of the Internal Revenue Code of 1986, as amended (the “Code”). When applicable, our Firm accepts its appointment as an “Investment Manager” within the meaning of Section 3(38) of ERISA (but only concerning those plan assets constituting the portfolio models). We will not have any authority or responsibility in the administration of the Plan (including the selection of portfolio models for the Plan) or interpretation of any Plan document. Our Firm agrees it will act in a manner consistent with the requirements of a fiduciary under ERISA and the Code. We further agree that all investment management powers, duties, and responsibilities relating to the portfolio shall be exercised exclusively by our Firm per the Plan. ROLLOVER RECOMMENDATION DISCLOSURE Our Firm is considered a fiduciary under the Investment Advisers Act of 1940. When we provide investment advice to you regarding your retirement plan account or individual retirement account, February 2024 | PAGE 6 we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We must act in your best interest and not put our interests ahead of yours. At the same time, how we make money conflicts with Client interests. A Client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options):
• leave the money in the former employer’s plan, if permitted,
• roll over the assets to the new employer’s plan, if one is available and rollovers are permitted,
• rollover to an Individual Retirement Account (“IRA”), or
• cash out the account value (which depending upon the Client’s age, could result in adverse tax consequences).  Our Firm may recommend a Client rollover plan assets to an IRA for which our Firm provides investment advisory services.  As a result, our Firm and its advisors may earn an asset-based fee on the rolled assets. In contrast, a recommendation that a Client leave their plan assets with their previous employer or rollover the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Therefore, our Firm has an economic incentive to encourage a Client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to:
• the investment options available in the plan versus the investment options available in an IRA,
• fees and expenses in the plan versus the fees and expenses in an IRA,
• the services and responsiveness of the plan’s investment professionals versus those of our Firm,
• protection of assets from creditors and legal judgments,
• required minimum distributions and age considerations, and
• employer stock tax consequences, if any. The Chief Compliance Officer remains available to address client questions regarding the supervision and oversight of rollover and transfer assets. PARTICIPANT ACCOUNT MANAGEMENT (DISCRETIONARY) February 2024 | PAGE 7 We use a third-party platform to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. We are not affiliated with the platform in any way and receive no compensation from them for using their platform. A link will be provided to the Client allowing them to connect an account(s) to the platform. Once Client account(s) is connected to the platform, Adviser will review the current account allocations. When deemed necessary, Adviser will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends. The goal is to improve account performance over time, minimize loss during difficult markets, and manage internal fees that harm account performance. Client account(s) will be reviewed at least quarterly and allocation changes will be made as deemed necessary. WRAP FEE PROGRAMS Our Firm does not sponsor a Wrap Fee Program. ASSETS As of December 31, 2023, our Firm manages a total of $507,593,066 in total assets under our Firm’s management. We manage $502,818,330 in discretionary assets and $4,774,735 in non- discretionary assets.