Description of Services and Fees We are a registered investment adviser based in San Diego, California. We are organized as a limited liability company under the laws of the State of California and we have been providing investment advisory services since 2002. As of January 2024, the Form is principally owned by CCP Hold Co, LLC. We provide investment management services to separately managed accounts and a private investment fund. In limited circumstances, and at the specific request of the client, we may provide limited financial planning services included under the client’s investment advisory fee. As used in this brochure, the words "we", "our" and "us" refer to Carmel Capital Partners, 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. The following paragraphs describe our services and fees. Separately Managed Accounts We offer discretionary and non-discretionary investment management services to our clients where our investment advice is tailored to meet our clients' needs and investment objectives. 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 develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf. As part of our investment management services, we may customize an investment portfolio for you in accordance with your risk tolerance and investing objectives. We may also invest your assets according to one or more model portfolios developed by our firm. Once we construct an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis, and for discretionary accounts, will rebalance the portfolio as required by changes in market conditions and in your financial circumstances. Once allocated, we provide ongoing monitoring and review of account performance, asset allocation and client investment objectives. For non-discretionary accounts, we will either obtain your approval prior to executing transactions or for accounts/assets which are not held with Charles Schwab & Co., Inc. (“Schwab”), Betterment LLC (“Betterment”), US Bank, Merrill Lynch, or Interactive Brokers, we will make recommendations to you and it shall be your responsibility to implement any recommendations. In some cases we may also periodically monitor accounts managed by third party advisers and provide you with recommendations on transactions which will be executed by the third party adviser. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. If you participate in our discretionary investment 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 amount of securities, to be purchased or sold, 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, a power of attorney, 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. As part of our investment management services, we may use one or more sub-advisors to manage a portion of your account on a discretionary basis. We will regularly monitor the performance of your accounts managed by sub-advisor(s) and may hire and fire any sub-advisor without your prior approval. We will pay a portion of our advisory fee to the sub-advisor(s) we use; however, you will not pay our firm a higher advisory fee as a result of any sub-advisory relationships. We charge an annualized fee ranging between 0.60% and 1.50% of the value of your assets under management. The fee is determined based on the type and complexity of the client's account. We may include the value of assets which are not held with Schwab or Betterment, including private equity and real estate funds which we may recommend to you and accounts managed by third party advisers, in calculating our advisory fee. Our asset-based investment management fee is billed and payable quarterly in advance (Schwab and Millennium) or monthly in arrears (Betterment), based on the value of your account/assets at the end of the previous quarter. Our fees may be negotiable in certain limited circumstances and arrangements with any particular client may vary. 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. If the client 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. In some cases, in addition to an asset-based fee, we may also charge certain "qualified clients" as defined in Rule 205-3 under the Advisers Act a performance-based fee, which will be determined with each client on a case by case basis. The performance-based fee is subject to a high water mark which means that 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 on a per calendar year or quarter. Performance-based fees are generally payable annually or quarterly in arrears, on the earlier of the last day of each calendar year or quarter, or the date on which the investment management agreement is terminated. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities in accordance with the asset management agreement. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. You may terminate the client agreement within five days of the date of acceptance without penalty. After the five-day period, you may terminate the agreement upon receipt of 30 days written notice. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Private Investment Fund DaVinci Fund, LP We currently serve as General Partner to DaVinci Fund, LP ("DaVinci" or the "Fund"), a private investment fund. DaVinci is 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 DaVinci for a complete description of the risks, investment objectives and strategies, fees and other relevant information pertaining to investments in DaVinci. We receive a management fee quarterly in advance equal to 0.25% per quarter (1.0% annually) for clients with accounts at Schwab or Millennium, and monthly in arrears for clients with accounts at Betterment. Whether a client’s account is billed in advance or in arrears is indicated in the client’s agreement at Schedule A. In addition, at the end of each year we receive an incentive allocation equal to 20% of the profit allocated to each investor in DaVinci (other than investors from whom we agree in our sole discretion to vary the incentive allocation) to the extent such profit exceeds any prior unrecouped losses (the "Loss Carryforward"). This limitation is commonly known as a "high water mark" and prevents us from receiving an incentive allocation as to net profits that simply restore previous net losses. Certain investors may have different management fee and incentive allocation arrangements as provided for in DaVinci's limited partnership agreement. Investors who are charged performance-based fees will be required to meet the definition of a "qualified client" which includes natural persons who have a net worth greater than $2,100,000 (for new investors as of August 15, 2016) or have at least $1,000,000 under our management, immediately after entering into a subscription agreement. DaVinci will terminate on the expiration of its specified terms, or on dissolution under the terms of the limited partnership agreement or other governing documents. Investors generally may withdraw all or a portion of their capital at the end of the first fiscal quarter after the first anniversary of such investor's admission to DaVinci and the end of each fiscal quarter thereafter. Any withdrawal made within the first 12-month period after an investor is admitted to DaVinci will be subject to a 3% early withdrawal fee. An investor must give us at least 60 days prior written notice to the Administrator for any withdrawal. Private Investment Fund Origin Debt Facility – A Series of CCP Equity Holdings, LLC We currently serve as General Partner to Origin Debt Facility ("Origin Debt" or the "Fund"), a private investment fund. Origin Debt is 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 Origin Debt for a complete description of the risks, investment objectives and strategies, fees and other relevant information pertaining to investments in Origin Debt. We receive a management fee quarterly in advance equal to 0.25% per quarter (1.0% annually) for clients with accounts at Schwab or Millennium, and monthly in arrears for clients with accounts at Betterment. Whether a client’s account is billed in advance or in arrears is indicated in the client’s agreement at Schedule A. In addition, at the end of each year we receive an incentive allocation equal to 20% of the profit allocated to each investor in Origin Debt (other than investors from whom we agree in our sole discretion to vary the incentive allocation) to the extent such profit exceeds any prior unrecouped losses (the "Loss Carryforward"). This limitation is commonly known as a "high water mark" and prevents us from receiving an incentive allocation as to net profits that simply restore previous net losses. Certain investors may have different management fee and incentive allocation arrangements as provided for in Origin Debt 's limited partnership agreement. Investors who are charged performance-based fees will be required to meet the definition of a "qualified client" which includes natural persons who have a net worth greater than $2,100,000 (for new investors as of August 15, 2016) or have at least $1,000,000 under our management, immediately after entering into a subscription agreement. Origin Debt will terminate on the expiration of its specified terms, or on dissolution under the terms of the limited partnership agreement or other governing documents. Investors generally may withdraw all or a portion of their capital at the end of the first fiscal quarter after the first anniversary of such investor's admission to Origin Debt and the end of each fiscal quarter thereafter. Any withdrawal made within the first 12-month period after an investor is admitted to Origin Debt will be subject to a 3% early withdrawal fee. An investor must give us at least 60 days prior written notice to the Administrator for any withdrawal. Private Investment Fund Asheville Lodging – A Series of CCP Equity Holdings, LLC We currently serve as General Partner to Asheville Lodging ("Asheville Lodging" or the "Fund"), a private investment fund. Asheville Lodging is 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 Asheville Lodging for a complete description of the risks, investment objectives and strategies, fees and other relevant information pertaining to investments in Asheville Lodging. We receive a management fee quarterly in advance equal to 0.25% per quarter (1.0% annually) for clients with accounts at Schwab or Millennium, and monthly in arrears for clients with accounts at Betterment. Whether a client’s account is billed in advance or in arrears is indicated in the client’s agreement at Schedule A. In addition, at the end of each year we receive an incentive allocation equal to 20% of the profit allocated to each investor in Asheville Lodging (other than investors from whom we agree in our sole discretion to vary the incentive allocation) to the extent such profit exceeds any prior unrecouped losses (the "Loss Carryforward"). This limitation is commonly known as a "high water mark" and prevents us from receiving an incentive allocation as to net profits that simply restore previous net losses. Certain investors may have different management fee and incentive allocation arrangements as provided for in Asheville Lodging's limited partnership agreement. Investors who are charged performance-based fees will be required to meet the definition of a "qualified client" which includes natural persons who have a net worth greater than $2,100,000 (for new investors as of August 15, 2016) or have at least $1,000,000 under our management, immediately after entering into a subscription agreement. Asheville Lodging will terminate on the expiration of its specified terms, or on dissolution under the terms of the limited partnership agreement or other governing documents. Investors generally may withdraw all or a portion of their capital at the end of the first fiscal quarter after the first anniversary of such investor's admission to Asheville Lodging and the end of each fiscal quarter thereafter. Any withdrawal made within the first 12-month period after an investor is admitted to Asheville Lodging will be subject to a 3% early withdrawal fee. An investor must give us at least 60 days prior written notice to the Administrator for any withdrawal. Special Purpose Vehicle Carmel Art Block, LLC We currently serve as the Manager to Carmel Art Block, LLC, a special purpose vehicle formed for the purpose of investing directly or indirectly (by making investments in unaffiliated third party funds) in real estate located in California and to engage in activities incident to the acquisition, holding, management, operation, leasing, financing, refinancing, development and sale of such real estate. Carmel Art Block, LLC is offered only to investors meeting certain sophistication and financial requirements and only by private placement offering documents (subscription agreement and operating agreement). Investors and prospective investors should refer to the offering documents for Carmel Art Block, LLC for a complete description of relevant information pertaining to investments in Carmel Art Block, LLC. For our services rendered as Manager, we receive from Carmel Art Block, LLC a fee of 1% of Carmel Art Block, LLC's net assets each year, which shall be payable quarterly in advance from the assets of Carmel Art Block, LLC and as further detailed in Carmel Art Block, LLC's operating agreement. Carmel Art Block, LLC shall continue for an indefinite period or until the termination or dissolution pursuant to and/or as stated in its operating agreement. Except as set forth in Carmel Art Block, LLC's operating agreement, no investor has the right to transfer or assign any interest in Carmel Art Block, LLC or receive any part the investors contribution to capital. Private Fund Monitoring Silver Canyon Restaurant Holdings, LP / Silver Canyon Building Fund, LP We currently serve as non managing members of the general partners of the two partnerships. As such, we will attend quarterly board meetings, attend monthly P&L review calls, and visit the company and locations to review and assess operations. For are services, we will earn a fixed dollar monitoring fee that is a portion of the overall monitoring fee charged to the partnerships. In addition to the monitoring fee, we can earn a carried interest (percent of other profits earned) in circumstances where return thresholds are reached. Fees generated and our position as members of the partnership are contingent upon clients of ours retaining their interest in the private funds. This creates a conflict of interest for us to recommend to clients to investment in these private funds as it will increase our overall compensation. We address this conflict by always acting in clients best interest when recommending investments. Clients will also always have the right to decide not to invest in any private fund recommended. Miscellaneous Limitations of Financial Planning and Non-Investment Consulting/Implementation Services. To the extent requested by the client, we will generally provide financial planning and related consulting services regarding matters such as tax and estate planning, insurance, etc. We will generally provide such consulting services inclusive of our advisory fee set forth at Item 5 below (exceptions could occur based upon assets under management, extraordinary matters, special projects, stand-alone planning engagements, etc. for which Firm may charge a separate or additional fee). Please Note. We believe that it is important for the client to address financial planning issues on an ongoing basis. Our advisory fee, as set forth at Item 5 below, will remain the same regardless of whether or not the client determines to address financial planning issues with us. Please Also Note: We do not serve as an attorney, accountant, or insurance agent, and no portion of our services should be construed as same. Accordingly, we do not prepare legal documents or tax returns, nor do we offer or sell insurance products. To the extent requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e., attorneys, accountants, insurance, etc.). The client is not under any obligation to engage any such professional(s). The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from us and/or our representatives. If the client engages any professional (i.e., attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the engaged professional shall remain exclusively responsible for resolving any such dispute with the client. At all times, the engaged licensed professional[s] (i.e., attorney, accountant, insurance agent, etc.), and not the Firm, shall be responsible for the quality and competency of the services provided. Non-Discretionary Service Limitations.

Clients that determine to engage us on a non-discretionary investment advisory basis must be willing to accept that we cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the client. Thus, in the event of a market correction during which the client is unavailable, we will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s consent. Independent Managers. We may allocate (and/or recommend that the client allocate) a portion of a client’s investment assets among unaffiliated independent investment managers (“Independent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager(s) will 5 have day-to- day responsibility for the active discretionary management of the allocated assets. We will continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. We generally consider the following factors when recommending Independent Manager(s): the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Manager(s) are exclusive of, and in addition to, our ongoing investment advisory fee, which will be disclosed to the client before entering into the Independent Manager engagement and/or subject to the terms and conditions of a separate agreement between the client and the Independent Manager(s). Use of Mutual and Exchange Traded Funds: The Firm utilizes mutual funds and exchange traded funds for its client portfolios. In addition to The Firm's investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The mutual funds and exchange traded funds utilized by the Firm are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by the Firm independent of engaging the Firm as an investment advisor. However, if a prospective client does so, then they will not receive the Firm's initial and ongoing investment advisory services. Portfolio Activity. The Firm has a fiduciary duty to provide services consistent with the client’s best interest. The Firm will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when the Firm determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Firm will be profitable or equal any specific performance level(s). Cash Positions. We continue to treat cash as an asset class. As such, unless determined to the contrary by Carmel Capital Partners, LLC, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating our advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), we may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, our advisory fee could exceed the interest paid by the client’s money market fund. Cash Sweep Accounts. Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, the Firm shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless the Firm reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Firm actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Firm unmanaged accounts. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, we generally recommend that serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Charles Schwab & Co., Inc. (“Schwab”), Millennium Trust Company (“Millennium”), Betterment LLC (“Betterment”) US Bank, Merrill Lynch, or Interactive Brokers charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian. While certain custodians, including Schwab, Millennium, or Betterment, generally (with the potential exception for large orders) do not currently charge fees on individual equity transactions (including ETFs), others do. Please Note: there can be no assurance that Schwab, Millennium, and/or Betterment will not change their transaction fee pricing in the future. Please Also Note: Schwab, Millennium, and Betterment may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. Tradeaways: When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom we and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker‐dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker‐ dealer and a “trade-away” fee charged by Schwab, Millennium, and/or Betterment). The above fees/charges are in addition to our investment advisory fee at Item 5 below. We do not receive any portion of these fees/charges. Orion Platform. We may provide our clients with access to an online platform hosted by Orion. The Orion platform allows a client to view their complete asset allocation, including those assets that we do not manage (the “Excluded Assets”). We do not provide investment management, monitoring, or implementation services for the Excluded Assets. Unless otherwise specifically agreed to, in writing, our service relative to the Excluded Assets is limited to reporting only. Therefore, we shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Carmel Capital Partners, LLC, shall be exclusively responsible for such investment performance. Without limiting the above, we shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. The client may choose to engage Carmel Capital Partners, LLC to manage some or all of the Excluded Assets pursuant to the terms and conditions of an advisory agreement between us and the client. The Orion platform also provides access to other types of information and applications including financial planning concepts and functionality, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Orion. Finally, Orion shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the Orion platform without our assistance or oversight. Other Assets. A client may:
• hold securities that were purchased at the request of the client or acquired prior to the client’s engagement of the Firm. Generally, with potential exceptions, the Firm does not/would not recommend nor follow such securities, and absent mitigating tax consequences or client direction to the contrary, would prefer to liquidate such securities. Please Note: If/when liquidated, it should not be assumed that the replacement securities purchased by the Firm will outperform the liquidated positions. To the contrary, different types of investments involve varying degrees of risk, and there can be no assurance that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by the Firm) will be profitable or equal any specific performance level(s). In addition, there may be other securities and/or accounts owned by the client for which the Firm does not maintain custodian access and/or trading authority; and,
• hold other securities and/or own accounts for which the Firm does not maintain custodian access and/or trading authority. Corresponding Services/Fees: When agreed to by the Firm, the Firm shall: (1) remain available to discuss these securities/accounts on an ongoing basis at the request of the client; (2) monitor these securities/accounts on a regular basis, including, where applicable, rebalancing with client consent; (3) shall generally consider these securities as part of the client’s overall asset allocation; (4) report on such securities/accounts as part of regular reports that may be provided by the Firm; and, (5) include the market value of all such securities for purposes of calculating advisory fee. Borrowing Against Assets/Risks. A client who has a need to borrow money could determine to do so by using:
• Margin-The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and,
• Pledged Assets Loan- In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, we do not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). We do not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Carmel Capital Partners, LLC:
• by taking the loan rather than liquidating assets in the client’s account, we continue to earn a fee on such Account assets; and,
• if the client invests any portion of the loan proceeds in an account to be managed Carmel Capital Partners, LLC, we will receive an advisory fee on the invested amount; and,
• if our advisory fee is based upon the higher margined account value, we will earn a correspondingly higher advisory fee. This could provide us with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. Affiliated Private Funds. We are affiliated with Carmel Art Block, LLC and DaVinci Fund, L.P., private investment funds (the “Funds”), the complete description of which (the terms, conditions, risks, conflicts and fees, including incentive compensation) is set forth in the Fund’s offering documents. The Firm, on a non-discretionary basis, may recommend that qualified clients consider allocating a portion of their investment assets to the Funds. If a client determines to become a Fund investor, the amount of assets invested in the fund(s) shall not be included as part of account assets for purposes of the Firm calculating its investment advisory fee per Item 5 below. The Firm only receives a quarterly management fee from the funds themselves. Our clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Please Note: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Conflict Of Interest. Because we and/or our affiliates can earn compensation from the Funds (i.e., management fees, incentive compensation, etc.) that could generally exceed the fee that we would earn under its standard asset-based fee schedule referenced in Item 5 below, the recommendation that a client become a Fund investor presents a conflict of interest. No client is under any obligation to become a Fund investor. Given the conflict of interest, we advise that clients consider seeking advice from independent professionals (i.e., attorney, accountant, adviser, etc.) of their choosing prior to becoming a Fund investor. No client is under absolutely any obligation to become a Fund investor. ANY QUESTIONS: the Firm’s Chief Compliance Officer, Russell Silberstein, remains available to address any questions regarding this conflict of interest. Cybersecurity Risk. The information technology systems and networks that the Firm and its third-party service providers use to provide services to the Firm’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in the Firm’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and the Firm are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although the Firm has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Firm does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Client Obligations. In performing its services, we shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains their responsibility to promptly notify us if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising our previous recommendations and/or services. Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by Carmel Capital Partners, LLC) will be profitable or equal any specific performance level(s). Disclosure Brochure. A copy of our written Brochure and Client Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively, shall be provided to each client prior to the execution of any advisory agreement. Wrap Fee Program(s). A wrap fee program is an investment program wherein the investor pays one stated fee that includes management fees, transaction costs, and certain other administrative fees. We do not participate in any wrap fee programs. Types of Investments. We do not primarily provide advice on any one particular type of investment but rather on a variety of investments since all clients have individual investment objectives and tolerance for risk. 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 31, 2023, we provide continuous management services for $333,256,985 in client regulatory assets under management on a discretionary basis. Further, we have $115,857,701 in assets under advisement.