Choreo, LLC (“Choreo,” “we,” “us” or “our”) is an investment adviser registered with the United States Securities and Exchange Commission (“SEC”) that provides investment advisory, aggregated reporting, financial planning, wealth management consulting, and retirement and pension plan consulting and advisory services to a broad range of client types. Choreo may provide one or more of the services described below to its clients. Our principal place of business currently is located in Duluth, Minnesota, but is expected to relocate to Rockford, Illinois on or about May 1, 2024, with satellite offices in a number of additional states. Choreo and its predecessor have conducted investment advisory services since 2000. Choreo is ultimately majority owned by private investment funds organized and sponsored by Parthenon Capital Partners and its affiliates, a separately registered investment adviser with the SEC. Choreo offers a broad range of financial services including investment advisory services, aggregated reporting, financial planning, wealth management consulting, retirement plan and pension consulting and advisory services, and/or similar services, on both a discretionary or non-discretionary basis, through a variety of investment strategies, which generally include allocations to separately managed account strategies, registered funds and private funds, including strategies and investment solutions and products provided by Choreo or its affiliates. As part of our wealth management consulting services, we also provide outsourced chief investment officer services to certain legacy clients and will offer it to new clients on a case-by-case basis. As of December 31, 2023, our regulatory assets under management consisted of approximately $15,081,295,103 discretionary assets plus approximately $949,570,957 non-discretionary assets, for a total of $16,030,866,060. In addition, as of December 31, 2023, we had approximately $8,572,482,765 assets under advisement related to holdings of clients for which we provide aggregated reporting, wealth management consulting, retirement plan consulting and advisory services, and/or similar services. INVESTMENT ADVISORY SERVICES For clients who retain us to provide Investment Advisory Services, Choreo provides ongoing investment advice based on the client’s individual needs and circumstances. Our goal is to deliver solutions that satisfy distinct objectives within each client’s overall asset allocation. We meet with advisory clients periodically to understand each client’s specific circumstances to (1) develop an investment plan in which we determine an appropriate asset allocation (i.e., a mix of equity, fixed income, and other asset classes, including private funds and cash) for the client, (2) make appropriate investment recommendations, and (3) create and manage a portfolio based on that investment plan. At the direction of the client, we primarily manage advisory accounts on a discretionary basis (please see Item 16 – Investment Discretion). In limited circumstances, we also manage advisory accounts on a non- discretionary basis, as agreed with the client. Clients can impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors, so long as we agree to those restrictions in writing. We provide Investment Advisory Services to clients based on their individual investment objectives and written investment plans. We consider a wide range of client-specific factors that can impact the investment management process, including risk tolerance, investment time horizons, current and future cash needs and other relevant circumstances. In providing these services, there will be circumstances where we give advice, make recommendations, and take action with respect to some clients that is similar to or different from that given to other clients. Our investment recommendations are not limited to any specific product or asset type. Investment recommendations are based on what is appropriate for the client at the time of the recommendation in accordance with the client’s investment plan and objectives. The scope, focus and services comprising our advisory relationship with each client varies based on each client’s circumstances, needs and personal financial goals, and may be modified in writing with the client. Unless otherwise agreed with a client in writing, Choreo generally does not provide investment advice on the investment merits of any individual stocks or municipal or taxable bonds (other than certain U.S. Treasury securities). Choreo may, however, work with the client to include in the investment plan a strategy for when to sell such assets for diversification, portfolio concentration and tax reasons. Where permitted by the applicable client agreement, we then may sell such assets in a discretionary manner consistent with the investment plan. We may retain or recommend that a client invest all or a portion of their assets in one or more Separately Managed Accounts (“SMAs”). An SMA is an account managed by an unaffiliated third-party investment adviser (each, an “SMA Manager”) that has been reviewed and approved by our internal Investment Committee. Where Choreo recommends that a client invest with an SMA Manager, the client will typically enter into a separate written agreement with the SMA Manager directly and pay an advisory fee to the SMA Manager directly. Alternatively, where Choreo retains an SMA Manager on behalf of a client, Choreo will contract directly with the SMA Manager and will either share a portion of its advisory fee with the SMA Manager or the SMA Manager will charge its advisory fee directly from the client’s account. Clients should refer to the selected SMA Manager’s ADV or other disclosure document for a full description of the services offered by such SMA Manager. Choreo does not have authority to make any investment decisions to buy, sell or hold individual securities within an SMA. As a general matter, Choreo’s services with respect to an SMA include the following:
• Directing or recommending that a client invest assets in one or more SMAs;
• Assisting clients with the opening and closing of SMAs, and reallocating and/or journaling assets between client accounts at the same custodian to facilitate investments with and withdrawals from SMA Managers;
• Including the value and performance of the SMA in the client’s performance reports and monitoring the performance of the SMA; and
• Periodically assessing whether the SMA is consistent with the client’s investment objectives and financial requirements for the account. In connection with the provision of Investment Advisory Services, we also periodically provide clients with reports on the performance of their portfolios. We offer Held Away Account Services generally for the following types of accounts that are maintained with an account custodian other than one of Choreo’s primary account custodians (“Held Away Accounts”): 401(k), 403(b), 401(a), 457, 529, variable annuities, health savings accounts (HSAs), thrift savings plans (TSPs), cash balance plans, and stock option plans. Held Away Account Services are a subset of Investment Advisory Services, and provided where a client specifically contracts with us for such services. When providing Held Away Account Services, Choreo will use the order management system of a third-party service provider, or go directly to the client’s account custodian, to implement asset allocation and rebalancing strategies on behalf of Clients for one or more Held Away Accounts. Choreo will consider only the investment options made available to the Held Away Accounts and allocate assets to investments that Choreo believes fit within Client’s overall investment plan, based on our understanding of client’s existing holdings, needs, circumstances and risk profile. When performing Held Away Account Services, Choreo is limited to the investment universe made available by the custodian and/or plan fiduciary and Choreo does not participate in the selection of the available options or conduct any due diligence or research on the available investment options. As Choreo is working within the limited universe of investment options made available by the Held Away Account’s custodian and/or selected by the plan fiduciary for the Held Away Accounts, such investment options are generally not subject to Choreo’s standard initial and ongoing investment due diligence process. AGGREGATED REPORTING SERVICES For clients who retain us to provide Aggregated Reporting Services, our services generally include:
• Obtaining and aggregating information regarding the value or performance of client accounts that are either unmanaged or managed by an unaffiliated third-party (“Independent Accounts”);
• Producing an aggregate investment holdings report including client’s Independent Account(s) on a quarterly basis;
• Providing more frequent reporting to client upon request, which may be subject to additional fees as agreed upon in writing with the client; and
• If requested, recommending a general asset allocation (i.e., a mix of equity, fixed income and other asset classes) related to the accounts for which we provide reporting services as appropriate in furtherance of the client’s investment objectives and based on our understanding of clients’ existing holdings, needs, circumstances and risk profile. Such asset allocation advice will be made on a non- discretionary basis, meaning the client will have sole responsibility for implementing such recommendations (e.g., executing the relevant trades). Choreo will view and use information from Independent Account(s) to provide Aggregated Reporting Services but will not be able to directly access or initiate transactions within the Independent Account(s). All transactions within these Independent Account(s) must be initiated by the client. Choreo will not review, investigate, or otherwise examine the investment worthiness of securities or any other assets held in Independent Accounts and is not responsible for any investment decisions related to such Independent Account(s). In addition, unless otherwise agreed with the client in writing, Choreo generally will not be responsible for making any recommendations to the client regarding the appropriateness of investments offered or recommended by the client’s independent advisors including investment advisors, investment managers or issuers, custodians, trustees, and other asset managers that provide services to the client and are unaffiliated with Choreo (“Independent Advisors”). FINANCIAL PLANNING SERVICES For our clients who retain us to provide Financial Planning Services, we use a holistic approach to financial planning in which we analyze various aspects of the client’s financial position, make what we believe to be appropriate recommendations based on the client’s individual circumstances, and then assist the client with implementing those recommendations, to the extent requested. The financial planning process begins with gathering relevant information from the client and may include collecting applicable financial documents, such as:
• Estate documents;
• Income tax returns;
• Investment account statements;
• Retirement plan benefits statements;
• Business and partnership agreements; and
• Insurance policies. We will discuss the client’s future goals, objectives and attitudes towards risk. After reviewing and discussing a client’s financial situation, we will help design and coordinate the client’s personal financial plan. If agreed with the client, we will prepare a written financial plan, which may be updated periodically to reflect changes in the client’s circumstances to the extent requested by a client. In general, the financial plan may include the following areas, as determined by each client’s needs:
• Net Worth: We provide an analysis of the client’s assets and liabilities.
• Income Tax Planning: We illustrate the projected impact of various investments on the client's current income tax and future tax liability and may coordinate any income tax planning strategies with the client’s tax preparer as directed by the client.
• Cash Flow Analysis: We provide a cash flow analysis for the upcoming year using past and present cash inflows and outflows and other information supplied by the client.
• Investment Planning: We provide a strategic asset allocation (a tailored mix of asset classes such as global equities, global fixed income, real assets, alternative investments, etc.) and advice on the appropriate style of investing (using third-party managers and/or broker-dealers to actively buy and sell securities, compared with investing in exchange traded funds (ETFs) and mutual funds that passively track the performance of a particular market index).
• Insurance Planning: We review the adequacy of current insurance and advise on potential future needs and an appropriate insurance strategy. Choreo advisors who are insurance agents with Choreo Insurance Agency, LLC can also recommend insurance policies to clients based on client needs and our recommended strategy.
• Retirement Planning: We assess cash flow needs during retirement, determine investment capital needed at retirement, and recommend vehicles to use for retirement savings as well as distribution strategies.
• Estate Planning: While we do not draft legal documents or provide legal advice, we can review existing documents to assist the client in assessing and developing long-term strategies to meet estate preservation and transfer objectives. We can also introduce clients to a third-party software platform that guides clients through the process of creating estate documents. Please note that we do not provide legal services to clients and no attorney-client relationships exist between Choreo and its clients.
• Education Planning: We analyze potential future education expenses and review options for funding.
• Philanthropic Planning: We help families develop a philanthropic structure and process to giving and assist with organization and leadership of family meetings, family education and coaching.
• Death & Disability Planning: We review the client’s cash needs at death, income needs of surviving dependents, and disability income. Implementation of financial planning recommendations is entirely at the client’s discretion. If the client chooses to implement our recommendations, the client should work closely with their attorney, accountant, insurance agent, and/or other advisors. 1031 LIKE-KIND EXCHANGE ADVISORY SERVICES Upon request, Choreo provides consulting services to select clients on a non-discretionary basis with respect to the planning and/or implementation of recommendations and decisions associated with Internal Revenue Code Section 1031 like-kind exchanges (“1031 Exchanges”) arising from the sale of real estate held for productive use in a trade or business or for investment. 1031 Exchanges are designed to defer the current recognition of income in connection with the sale of real estate by exchanging ownership in such real estate with other like-kind real property. Such like-kind real property may include, but not be limited to, fractional interests in Delaware Statutory Trusts (“DSTs”) pursuant to IRS Rev. Rul. 2004-86. While 1031 Exchanges may be available to a wide variety of qualifying investors, exchanges in which DSTs constitute some or all of the like-kind replacement property are only appropriate for investors that meet certain levels of financial sophistication. Choreo consults on the planning and/or implementation of a 1031 Exchanges. Our primary objective when providing 1031 Exchange planning services is to assist clients in evaluating the appropriateness, based on their goals and objectives, of entering into a 1031 Exchange related to the future sale of real estate currently owned and the benefits

and risks associated with the exchange or acquisition for other real estate interests including DSTs. 1031 Exchange planning services may include establishing financial goals and reviewing client information to develop liquidity and other recommendations associated with a potential 1031 Exchange and coordinating with tax advisors. Our primary objective when providing 1031 Exchange implementation services is to assist clients with the implementation of recommendations and decisions associated with a 1031 Exchange. 1031 Exchange implementation services may include selecting qualified intermediaries, reviewing current applicable DST offerings and related materials, and assisting in the completion of transaction documentation. DEFERRED SALES TRUSTS™ CONSULTING SERVICES Upon request, Choreo also provides consulting services to select clients on a non-discretionary basis with respect to planning and/or implementation of recommendations and decisions associated with the use of Deferred Sales Trusts™ in connection with the sale or exchange of eligible property. The Deferred Sales Trust™ is a transaction planning structure allowing the sellers of eligible property to defer income recognition pursuant to the installment method under Internal Revenue Code Sections 453 and 72. Deferred Sales Trusts™ are offered by Estate Planning Team, an independent organization providing financial and legal services through a proprietary capital gains tax deferral strategy. Certain personnel of Choreo are affiliated with and/or have an ownership interest in Estate Planning Team. Additionally, these Choreo advisors are associated with Overture Strategic Partners LLC (“Overture”) which offers independent trustee services for Deferred Sales Trusts™. The independent trustee services provided by Overture, and the fees it charges, and the financial and legal services provided by Estate Planning Team, and the fees it charges, are separate and distinct from those of Choreo. As a result of this common association, certain personnel of Choreo have a financial conflict of interest in recommending the services provided by Estate Planning Team and/or Overture. Deferred Sales Trusts™ is a trademark owned by Estate Planning Team. OPPORTUNITY ZONES CONSULTING SERVICES Choreo provides consulting services to select clients on a non-discretionary basis with respect to the planning and/or implementation of recommendations and decisions associated with investments in qualified opportunity funds (an investment vehicle organized for the purpose of investing in qualified opportunity zone property) pursuant to and in accordance with Internal Revenue Code Sections 1400Z-1 and 1400Z-2 (“Opportunity Zones”). Opportunity Zones are designed to allow for the deferral or reduction of the recognition of taxable income gain derived from the sale to, or exchange with, an unrelated person of any property. Such tax benefit is obtained by investing some part or all of such gain in qualified opportunity funds. Opportunity Zones are only appropriate for certain sophisticated investors including accredited investors and, in some cases, qualified purchasers. Choreo consults on the planning and/or implementation of an Opportunity Zone investment. Our primary objective when providing Opportunity Zone planning services is to assist clients in evaluating the appropriateness, based on their goals and objectives, of investing in an Opportunity Zone. Opportunity Zone planning services may include establishing financial goals and reviewing client information to develop liquidity and other recommendations associated with a potential Opportunity Zone investment. Our primary objective when providing Opportunity Zone implementation services is to assist the client with the implementation of recommendations and decisions associated with an investment in an Opportunity Zone. Opportunity Zone implementation services may include selecting qualified investments, reviewing current applicable offerings and related materials, and assisting in the completion of transaction documentation. WEALTH MANAGEMENT CONSULTING SERVICES For certain clients (including clients receiving Investment Advisory, Aggregated Reporting and/or Financial Planning Services, as described above) seeking additional or stand-alone Wealth Management Consulting Services, we will, as directed and agreed to by the client, provide specific consultation and administrative services that do not involve recommending, determining, or executing any transaction or providing an opinion on any individual security holding or transaction. A. Consulting Services for Wealth Management Clients Wealth Management Consulting Services typically involve Choreo providing certain consultation, monitoring and administrative services related to a client’s Independent Advisors, as agreed to with the client. As part of this service Choreo will monitor the performance of Independent Advisors, typically by reviewing:
• Periodic client investment reports prepared by Independent Advisors;
• Any information regarding organizational changes of or other events pertaining to each Independent Advisor (e.g., portfolio manager changes, regulatory proceedings);
• Adherence to investment policy statements by Independent Advisors;
• If fees charged by Independent Advisors are consistent with the agreement between client and Independent Advisor; and
• Any overlapping and concentrated equity positions held or managed by client’s Independent Advisors. Unless otherwise agreed in writing with a client, Wealth Management Consulting Services do not include or involve recommending, determining or executing any transaction or otherwise providing investment advice related to any individual security holding or transaction. The client is solely responsible for all decisions related to investing with, continuing to invest with, or terminating their relationship with Independent Advisors. Where Choreo provides Wealth Management Consulting Services, there is a conflict of interest if Choreo also provides Investment Advisory Services to the same client. This conflict of interest arises due to the possibility that Choreo could be perceived as being unable to judge fairly the performance of its own advisors relative to Independent Advisors. Clients are under no obligation to hire Choreo to provide Investment Advisory Services in addition to Wealth Management Consulting Services. B. Outsourced Chief Investment Officer Services (“OCIO”) We offer OCIO services to certain legacy clients and will offer this service to other clients of Choreo on a case-by-case basis. In general, these services are provided to endowments and foundations. In addition to the services we offer as part of our Wealth Management Consulting Services above, we provide the following additional services to OCIO clients:
• Develop a written investment policy statement for clients to use with Independent Advisors which includes investment guidelines, objectives, and policies to assist clients with their goals;
• Identify independent managers to provide asset management services for various investment sectors;
• Guide clients through the process of selecting one or more managers by helping clients develop specific criteria for managers of each asset class and assisting clients with interviewing prospective managers;
• Review, evaluate and provide guidance on sophisticated investment strategies implemented by managers (including but not limited to private equity, hedge funds, venture capital and alternative investments). RETIREMENT AND PENSION PLAN CONSULTING AND ADVISORY SERVICES When providing Retirement and Pension Plan Consulting and Advisory Services for plans subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), we generally act as a fiduciary under Section 3(21)A or Section 3(38) of ERISA. We also offer supplemental services to plans that engage a third-party as a 3(21) investment advisor or 3(38) investment manager, or to plans that participate in a pooled employer plan (“PEP”) where Choreo serves as the 3(38) investment manager. In the event we act as a fiduciary under Section 3(38) of ERISA, including to a PEP, we will acknowledge this fiduciary status in the contract with the client. In providing these services, Choreo relies on the tools and templates provided by an independent firm. In general, Choreo’s Retirement and Pension Plan Consulting and Advisory Services for a particular plan consist of some of all of the following services:
• Benchmarking Services: We evaluate a plan sponsor’s existing retirement plans and perform a side- by-side comparison of different service providers. We provide plan sponsors with an executive summary including a cost analysis and an analysis of services available through various retirement plan record keepers, helping employers make informed decisions. If a PEP is included among the appropriate options for a client, Choreo will only recommend one PEP where Choreo serves as the 3(38) investment manager.
• Fiduciary Process Management: We assist plan sponsors in building, managing and monitoring a fiduciary process designed to help meet their fiduciary responsibilities under ERISA.
• Investment Policy Statement (“IPS”) Preparation: We assist plan sponsors in preparing a written IPS for the retirement plan that reflects the stated investment objectives for the overall plan. Where we act as a 3(38) investment manager, we have a standard IPS for adoption by plan sponsors. The IPS outlines the underlying philosophies and process for investment selection as well as the procedures for periodic monitoring and evaluation of the investment options offered by the plan.
• Investment Recommendations and Management: Once the IPS has been established, we assist the plan sponsor and plan investment committee to determine suitable investment options for the plan based on the IPS. If we serve as a 3(38) investment manager, we will implement our recommendations with the recordkeeper for the plan.
• Monitoring of Investments: We monitor investment options in the plan based on the periodic monitoring and evaluation procedures described in the plan’s IPS. This will include a review of both quantitative performance measures and qualitative factors such as the investment style of the recommended fund manager. We may recommend changes to the investment options as market factors and plan needs dictate.
• Employee Education and Communications: We also offer periodic educational support, including access to a third-party digital financial wellness platform, and investment workshops designed for individual plan participants. The nature of the topics to be covered will be determined by Choreo and the plan sponsor. Unless specifically contracted for by the individual plan participant, the educational support and investment workshops will not provide plan participants with individualized, tailored investment advice or asset allocation advice, or any other services offered by Choreo that require a separate agreement between Choreo and the individual, and Choreo should not be considered a fiduciary under ERISA with respect to these services. ADDITIONAL SERVICES From time to time, Choreo acquires assets of other investment advisers that established other advisory fee structures, account minimums, services or investment programs (“Acquired Services”). While Choreo’s goal is to move these clients to Choreo’s investment programs, fee structures and services over time, client accounts are managed under a client agreement and program of a previous adviser until the client executes a client agreement with Choreo. Advisory services will differ as registered investment adviser firms acquired by us transition to our investment programs, fee structures and services over time. However, through the transition period, we evaluate whether to retain such Acquired Services past the transition period of the previous adviser. Any Acquired Services retained by us after the transition period will be included in a client’s new agreement with Choreo. Upon client request, Choreo, together or through its affiliates, may introduce clients to affiliates and/or third parties that perform additional services such as tax preparation, bill pay, insurance policies, and estate planning document preparation. If agreed to with the client, Choreo may coordinate with its affiliates and/or third parties to share information regarding the client’s investment accounts that is needed in order for the third parties to provide their services (e.g., IRS 1099 forms). Depending on the particular third party and client situation, Choreo or its affiliate, as applicable, may arrange for the payment of the fees of such third-party service providers on behalf of the client. In consideration of the coordination services provided, Choreo or its affiliate, as applicable, may retain a portion of the fee paid to the third-party service provider or charge the client a separate, additional administrative fee. In some situations, the third-party may charge the client directly. CONFLICTS OF INTEREST Choreo charges different fees for its various services. This creates an incentive for us to guide clients to services that generate higher fees. Choreo has an incentive to favor the clients that generate the most revenue for the firm. If Choreo pays an SMA Manager a portion of the fee charged by Choreo, we have an incentive to recommend or select an SMA Manager which will result in the highest residual fee to Choreo. We have implemented procedures designed to help ensure that clients are treated fairly and to help prevent these conflicts from influencing selection of a client’s investments and the allocation of investment opportunities among clients. The various service levels provided by Choreo, as described above, may pose a conflict between the interests of Choreo and the interests of clients. For example, a recommendation to engage Choreo for investment advisory services or to increase the level of investment assets with Choreo, including through rollovers or other transfers of retirement plan accounts or individual retirement accounts (“IRAs”), would pose a conflict, as it would increase the fees paid to Choreo. Specifically, Choreo will make more money if a client rolls over assets from a retirement plan or IRA for which we do not provide services, to a retirement plan or IRA for which we do provide services, whether the rollover is from (1) a plan to an IRA, (2) an IRA to an IRA, (3) a plan to another plan, or (4) an IRA to a plan. Choreo’s advisors have a financial incentive to raise fees since they are compensated, in part, based on the amount of assets they service and the level of fees paid by clients. Therefore, both Choreo and our individual advisors have financial incentives to recommend plan and/or IRA rollovers to plans and IRAs serviced by Choreo. Clients are under no obligation, contractually or otherwise, to complete a rollover. Furthermore, if a client does complete a rollover, the client is under no obligation to have the assets in an IRA managed by us. With respect to retirement client assets in affiliated products or managers in which Choreo maintains a financial interest, Choreo must comply with applicable requirements of ERISA and/or the Internal Revenue Code. These requirements include, but are not limited to, disclosure and avoiding double fees for retirement plans and IRAs. Choreo will either waive the portion of the advisory fee that is attributable to the client’s assets invested in the affiliated product or manager in which Choreo maintains a financial interests or rebate the client’s advisory fee by an amount equal to the fees charged by the affiliated product or manager. If the account is not charged an investment advisory fee by Choreo, it will not receive a rebate of the fees of the affiliated product or manager.