ICW Holdings is an investment adviser registered with the State of New York and is a limited liability company (LLC) formed under the laws of the State of Delaware. ● Mark Dinner is the Chief Compliance Officer (CCO) and Managing Member of ICW Holdings. Mark Dinner owns 90% of ICW Holdings and has full control over ICW Holdings. Full details of the education and business background of Mark Dinner are provided at Item 19 of this Disclosure Brochure. ● ICW Holdings filed its initial application to become registered as an investment adviser with the State of New York in May 2022. ● ICW Holdings filed its initial application to become registered as in investment adviser with the U.S. Securities Exchange Commission in July 2023, which was accepted on August 22, 2023. Introduction The investment advisory services of ICW Holdings are provided to you through an appropriately licensed individual who is an investment adviser representative of ICW Holdings (referred to as your investment adviser representative throughout this brochure). Description of Advisory Services The following are descriptions of the primary advisory services of ICW Holdings. Please understand that a written agreement, which details the exact terms of the service, must be signed by you and ICW Holdings before we can provide you the services described below. Asset Management Services ICW Holdings offers asset management services through several main investment strategies stated below, which involves ICW Holdings providing you with continuous and ongoing supervision over your specified accounts. You must appoint our firm as your investment adviser of record on specified accounts (collectively, the “Account”). The Account consists only of separate account(s) held by qualified custodian(s) under your name. The qualified custodians maintain physical custody of all funds and securities of the Account, and you retain all rights of ownership (e.g., right to withdraw securities or cash, exercise or delegate proxy voting and receive transaction confirmations) of the Account. The Account is managed by us based on your financial situation, investment objectives and risk tolerance. We actively monitor the Account and provide advice regarding buying, selling, reinvesting or holding securities, cash or other investments of the Account. We will need to obtain certain information from you to determine your financial situation and investment objectives. You will be responsible for notifying us of any updates regarding your financial situation, risk tolerance or investment objective and whether you wish to impose or modify existing investment ICW Holdings, LLC Page 5 Form ADV Part 2A Firm Brochure restrictions; however we will contact you at least annually to discuss any changes or updates regarding your financial situation, risk tolerance or investment objectives. We are always reasonably available to consult with you relative to the status of your Account. You have the ability to impose reasonable restrictions on the management of your accounts, including the ability to instruct us not to purchase certain securities. It is important that you understand that we manage investments for other clients and may give them advice or take actions for them or for our personal accounts that is different from the advice we provide to you or actions taken for you. We are not obligated to buy, sell or recommend to you any security or other investment that we may buy, sell or recommend for any other clients or for our own accounts. Conflicts may arise in the allocation of investment opportunities among accounts that we manage. We strive to allocate investment opportunities believed to be appropriate for your account(s) and other accounts advised by our firm among such accounts equitably and consistent with the best interests of all accounts involved. However, there can be no assurance that a particular investment opportunity that comes to our attention will be allocated in any particular manner. If we obtain material, non-public information about a security or its issuer that we may not lawfully use or disclose, we have absolutely no obligation to disclose the information to any client or use it for any client’s benefit. ICW Holdings offers several main strategies under our Asset Management Services. Future Winners Strategy The goal of this strategy is to grow wealth by identifying companies at the intersection of disruptive innovation and elite talent. The Account will hold approximately 25-40 publicly traded stocks that have the potential for significant upside and which ICW believes could potentially be ‘winners of the future’ in their areas of the market (in colloquial terms). This strategy is designed to be long-term minded with the belief that most human tendencies are to weigh short-term more than long-term and so there is an opportunity, included in the public markets, to be long-term oriented notwithstanding the short-term orientation of the information being provided. Because the strategy has a long-bias and is long-term oriented overall, it carries significant risk as well and may suffer material decreases in value during particular periods. ICW retains the authority to make opportunistic investments that vary from the foregoing strategy from time to time, and may attempt to take advantage of more short-term opportunities. While the strategy will have a long term mindset, as noted, it may still entail moves to cash for perceived important periods of potential market volatility or downturns. Steady Income The goal of this strategy is to preserve and build wealth. This strategy is designed for a client to hold a majority of his/her liquid savings and manage it accordingly. The strategy will hold a balance of income producing stocks and other equities that will help ensure a broad allocation that is designed to weather different environments in a more robust way relative to other equity alternatives. Some credit instruments may also be held. The goal here is to hold a portfolio that outperforms inflation and strives to generate a positive real return. This strategy will be managed analogous to a strategic asset allocation - it will have a medium to long term mindset. The strategy may involve tactical shifts between assets within the strategy, and also moves to cash to manage risk in periods of potential market volatility. ICW Holdings, LLC Page 6 Form ADV Part 2A Firm Brochure The degree of active management will vary based on each client situation, including risk tolerance and fee. Some clients may elect for just the Steady Income portfolio without Future Winners, with or without active management. Note: while the above outlines broadly each of ICW strategies, individual accounts may vary based on a client's specific mandate, when the account was opened in relation to the market cycle and valuation, and also ICW's understanding of the investor's risk preference and financial experience. There will be a high degree of overlap between positions in each strategy but the overall risk level and position sizing may vary. This is true of Future Winners and is also true of Steady Income. Private Fund Management Services ICW Holdings provides Sub-Advisory management services to a privately offered pooled investment vehicle (also known as and referred to as a “hedge

fund” or “Fund”) which is intended for investment by certain financially experienced and sophisticated investors who are (i) “accredited investors” under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and (ii) “qualified clients” under Rule 205-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Retirement Plan Rollover Recommendations - When ICW Holdings provides investment advice about your retirement plan account or individual retirement account (“IRA”) including whether to maintain investments and/or proceeds in the retirement plan account, roll over such investment/proceeds from the retirement plan account to a IRA or make a distribution from the retirement plan account, we acknowledge that ICW Holdings is a “fiduciary” within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (“IRC”) as applicable, which are laws governing retirement accounts. The way ICW Holdings makes money creates conflicts with your interests so ICW Holdings operates under a special rule that requires ICW Holdings to act in your best interest and not put our interest ahead of you. Under this special rule’s provisions, ICW Holdings must act as a fiduciary to a retirement plan account or IRA under ERISA/IRC:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put the financial interests of ICW Holdings ahead of you when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that ICW Holdings gives advice that is in your best interest;
• Charge no more than is reasonable for the services of ICW Holdings; and
• Give Client basic information about conflicts of interest. To the extent we recommend you roll over your account from a current retirement plan account to an individual retirement account managed by ICW Holdings, please know that ICW Holdings and our investment adviser representatives have a conflict of interest. We can earn increased investment advisory fees by recommending that you roll over your account at the retirement plan to an IRA managed by ICW Holdings. We will earn fewer investment advisory fees if you do not roll over the funds in the retirement plan to an IRA managed by ICW Holdings. ICW Holdings, LLC Page 7 Form ADV Part 2A Firm Brochure Thus, our investment adviser representatives have an economic incentive to recommend a rollover of funds from a retirement plan to an IRA which is a conflict of interest because our recommendation that you open an IRA account to be managed by our firm can be based on our economic incentive and not based exclusively on whether or not moving the IRA to our management program is in your overall best interest. We have taken steps to manage this conflict of interest. We have adopted an impartial conduct standard whereby our investment adviser representatives will (i) provide investment advice to a retirement plan participant regarding a rollover of funds from the retirement plan in accordance with the fiduciary status described below, (ii) not recommend investments which result in ICW Holdings receiving unreasonable compensation related to the rollover of funds from the retirement plan to an IRA, and (iii) fully disclose compensation received by ICW Holdings and our supervised persons and any material conflicts of interest related to recommending the rollover of funds from the retirement plan to an IRA and iv) refrain from making any materially misleading statements regarding such rollover. When providing advice to a retirement plan account or IRA, our investment advisor representatives will act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, based on the investment objectives, risk, tolerance, financial circumstances, and a client’s needs, without regard to the financial or other interests of ICW Holdings or our affiliated personnel. Newsletters ICW Holdings occasionally prepares general, educational and informational newsletters. Newsletters are always offered on an impersonal basis and do not focus on the needs of a specific individual. Workshops From time to time, ICW Holdings will provide workshops to clients and prospects to discuss general strategies and education topics, not specific to a client or prospects’ financial situation. The workshops are provided free of charge. Limits Advice to Certain Types of Investments ICW Holdings provides investment advice on the following types of investments: ● Mutual Funds ● Exchange Traded Funds (ETFs) ● Exchange-listed Securities ● Securities Traded Over-the-Counter ● Foreign Issues ● Corporate Debt Securities ● Commercial Paper ● Certificates of Deposit ● Municipal Securities ● Options Contracts on Securities ● Options Contracts on Commodities ● Securities Properly Exempted from Registration ICW Holdings, LLC Page 8 Form ADV Part 2A Firm Brochure ● Hedge Funds Although we generally provide advice only on the products previously listed, we reserve the right to offer advice on any investment product that may be suitable for each client’s specific circumstances, needs, goals and objectives. It is not our typical investment strategy to time short term market movements, but we may increase or decrease cash holdings significantly as deemed appropriate based on your risk tolerance and our expectations of market behavior we see as important periods in the market. We may modify our investment strategy to accommodate special situations such as low basis stock, stock options, legacy holdings, inheritances, closely held businesses, collectibles, or special tax situations. For example, for the accounts of certain SMA clients, ICW may use a small portion of funds to purchase put options or utilize other option strategies in attempt to mitigate market risk; provided the client agrees to this strategy and sufficiently understands it. (Please refer to Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss for more information.) Tailor Advisory Services to Individual Needs of Clients ICW Holdings’ advisory services are always provided based on your individual needs. This means, for example, that when we provide asset management services, you are given the ability to impose restrictions on the accounts we manage for you, including specific investment selections and sectors. We work with you on a one-on-one basis through interviews and questionnaires to determine your investment objectives and suitability information. We will not enter into an investment adviser relationship with a prospective client whose investment objectives may be considered incompatible with our investment philosophy or strategies or where the prospective client seeks to impose unduly restrictive investment guidelines. Client Assets Managed by ICW Holdings As of December 31, 2023, ICW Holdings has $41,375,893 in regulatory AUM, comprised of $11,538,293 in discretionary assets under management and $29,837,600 in non-discretionary assets under management.