Firm Description This Disclosure document is being offered to you in connection with the investment advisory services provided by iCapital, LLC (“iCapital”) to provide you with information about the services we provide and the manner in which those services are made available to you, the client. Boston based iCapital, LLC (“iCapital”) was founded in 1999 and became federally registered with the Securities and Exchange Commission in August of 2002. iCapital is a CEFEX Registered Firm (2010, CEFEX File No.: CFX10121 http://www.cefex.org/registrationDetails) for participant directed retirement plans - ERISA 3(38) and 3(21) Elite Choice™ Services and Elite Wealth Management discretionary and non-discretionary asset management services. iCapital acts as a fiduciary when providing personalized, confidential investment management to qualified retirement plans, pension and profit-sharing plans, individuals, trusts, charitable organizations, corporations and small businesses. Principal Owners iCapital is a privately-owned firm. Katie A. Umile is an 80% stockholder and all other stockholders own less than 20%. Elite Choice™ Qualified Retirement Plan Investment Advisory Services Our Qualified Retirement Plan Investment Advisory Services assist employer plan sponsors in establishing, monitoring and reviewing their company's participant- directed retirement plan. Pursuant to Section 402(c) (3) of ERISA, the client appoints us as the Plan’s “investment manager” with respect to the Plan’s portfolio of investment options. We acknowledge that we are registered as an investment adviser under the Investment Advisers Act of 1940 (“Advisers Act”) and act as a “fiduciary” within the meaning of Section 3(21) of ERISA with respect to the Plan. As a result of this appointment, we are granted full trading authority over the Plan and have the sole responsibility for the selection and monitoring of all investment options offered under the Plan in accordance with the investment policy statement and its underlying investment objectives and strategies for the Plan. Plan participants have the ability to exercise control over the assets in their account. Included in our service is the evaluation and preparation of the Plan’s Investment Policy Statement. Each quarter we monitor the performance of the funds set forth in the Plan’s Investment Policy Statement and provide the client a quarterly Fiduciary Monitoring Report. This report analyzes each fund held by the Plan. The report shows historical performance, asset allocation, and the performance of each fund, including its performance in comparison to its appropriate benchmark. The report also contains information regarding each Fund’s managers, capitalization, investment style, expenses, portfolio composition and other qualitative factors relevant to the Fund’s performance and adherence to the Plan’s Investment Policy Statement. If, as a result of review and analysis, we believe an investment option should be removed from the Plan, the investment option will be removed. The investment option may be replaced by another investment option by our firm in accordance with the procedures set forth in the Plan’s Investment Policy Statement. In addition, our firm creates five risk-based portfolios from the Plan’s investment options that are made available for participant investment. We monitor the performance of the risk-based portfolios (ranging from Conservative to Aggressive) and if needed, make changes to the portfolios if the core fund line-up changes. Our firm provides financial education and advice to participants of the Plans. We conduct educational workshops on varying retirement topics and provide open enrollment support through one-on-one enrollment meetings for new hires and newly-hired eligible participants. Our process is to deliver solutions through on-line account access and financial planning calculators as well as provide participants independent and objective professional financial advice. All retirement planning services comply with any applicable State law(s) regulating the services we provide. This section applies to an account that is a pension or other employee benefit plan (a “Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If your account is part of a pension or other employee benefit plan (a “Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and we accept appointment to provide our services to Plan accounts, we acknowledge that we are a fiduciary within the meaning of Section 3(21) and Section 3(38) of ERISA. You represent that (i) Our appointment and services are consistent with the Plan documents, (ii) You have furnished us true and complete copies of all documents establishing and governing the Plan and evidencing your authority to retain our firm. You further represent that you will promptly furnish us with any amendments to the Plan, and you agree that, if any amendment affects our rights or obligations, such amendment will be binding on us only with our prior written consent. If your account contains only a part of the assets of the Plan, we will have no responsibilities for the diversification of all the Plan’s investments, and we have no duty, responsibility or liability for the assets that are not in the account. Elite Choice™ Qualified Retirement Plan Consulting Services In addition to services detailed above, iCapital may provide its clients with a broad range of comprehensive Consulting Services. These services generally include consulting in one or more of the following areas: Retirement Plan Fiduciary Services, Fiduciary Assessments, Plan Design and Vendor Search Management, Retirement Plan Fiduciary Compliance, and Retirement Plan Benchmarking Services. Depending upon the combination of consulting services provided in the above areas, iCapital will typically provide its clients with one or more of the following reports:
• Investment Policy Statement;
• Fiduciary Monitoring Report;
• Investment Performance Report; and
• Findings Report pursuant to a Fiduciary

Assessment. In performing its consulting services, iCapital will not be required to verify any information received from the client or from the client’s other professionals (e.g., attorney, accountant, etc.) and is expressly authorized to rely on such information as received. iCapital may recommend its own services or those of other professionals for implementation purposes. Clients are advised that a conflict of interest exists if iCapital recommends its own services for implementation. The client is under no obligation to act upon any of the recommendations made by iCapital or to engage the services of any such recommended professional, including iCapital itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from iCapital. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify iCapital if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing, evaluating, or revising iCapital’s previous recommendations and/or services. Elite Investment Management Services For clients that are not a qualified retirement plan under ERISA, advice is provided through consultation with the client and may include:
• Determination of financial objectives;
• Risk assessment;
• Structure of portfolio asset allocation;
• Investment management;
• Investment and goal based financial planning strategies Portfolio composition will be determined based on your needs, financial goals, risk tolerances and portfolio restrictions, if any. We will work with you to obtain necessary information regarding your financial condition, investment objectives, liquidity requirements, risk tolerance, time horizons, and any restrictions on investing. This enables us to determine the portfolio best suited for your investment objective and needs. Once your investment portfolio has been designed and investments have been allocated, we will provide ongoing quarterly portfolio reports. We will rebalance the portfolio, as it deems appropriate, to meet your financial objectives. We will trade these portfolios and rebalance them on a discretionary basis. Our advisory services are tailored to meet your individual needs. You will have the ability to leave standing instructions with us to refrain from investing in particular industries or invest in limited amounts of securities. In all cases, you have a direct and beneficial interest in your securities, rather than an undivided interest in a pool of securities. We do not and will not have custody of your funds or securities. You are advised and are expected to understand that our past performance is not a guarantee of future results, and that certain market and economic risks exist that may adversely affect an account’s performance that could result in capital losses in your account. Risks are discussed in Item 8. Other professionals (e.g., lawyers, accountants, insurance agents, etc.) are engaged directly by the client on an as-needed basis. Conflicts of interest will be disclosed to the client in the unlikely event they should occur. The initial meeting, which may be by telephone, is free of charge and is considered an exploratory interview to determine the extent to which iCapital’s services may be beneficial to the client. Tailored Relationships The goals and objectives for each client are documented in a Client Profile that is maintained in our central filing system and the firms automated portfolio management software. Investment policy statements may be created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. The Investment Management Agreement (“Agreement”) may not be assigned without client consent. Disclosure Regarding Rollover Recommendations We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. Consulting Services We provide financial and investment consulting services. The terms and conditions of the engagement, the nature and scope of the services to be provided and the portion of the fee that is due from the client prior to iCapital commencing its services is set forth in the Consulting Agreement. On an occasional basis, iCapital furnishes advice to clients on matters not involving securities, such as comprehensive financial planning matters. There is no separate fee or agreement for these services. Asset Management Assets are invested primarily in exchanged traded funds, no-load mutual funds or load funds whose sales charges have been waived, individual stocks, bonds and cash. All of which are considered asset allocation categories for the client’s investment strategy. These investments are purchased or sold through Custodians. Mutual fund companies charge each fund shareholder an investment management fee that is disclosed in the fund prospectus. Custodians may charge a transaction fee for the purchase of some funds and will charge a fee for the purchase and sale of individual stocks and bonds. iCapital does not receive any compensation, in any form, from fund companies or Custodians. Investments may also include commercial paper, certificates of deposit, municipal securities, and U. S. government securities. Initial public offerings (IPOs) are not available through iCapital. Wrap Accounts We do not participate in wrap accounts. Asset Under Management As of December 31, 2023, iCapital manages approximately $1,123,701 on a discretionary basis and $280,321 on a non-discretionary basis for a total of $1,124,268,022 assets under management.