Item 5: Additional Compensation ............................................................................................... iv Item 6: Supervision ...................................................................................................................... iv Jennifer H. Cray, CFP® ............................................................................................................. v Item 2: Educational Background and Business Experience ......................................................... v Item 3: Disciplinary Information .................................................................................................. v Item 5: Additional Compensation ................................................................................................ v Item 6: Supervision ....................................................................................................................... v Niki H. Theil, CFP® .................................................................................................................. vi Item 2: Educational Background and Business Experience ........................................................ vi Item 3: Disciplinary Information ................................................................................................. vi Item 5: Additional Compensation ............................................................................................... vi Item 6: Supervision ...................................................................................................................... vi PRIVACY INFORMATION ........................................................................................................ A Investor’s Capital Management Brochure Revised March 14, 2023 5 Description of Advisory Firm Our Firm’s History Investor's Capital Management (“ICM,” “we,” “our,” or “us”) was founded in 1999 by Richard C. Chambers. It became a limited liability company in 2006, with three equal partners: Julie A. Schatz, Jennifer H. Cray, and Richard C. Chambers. Richard C. Chambers voluntarily ended his partnership in the firm as of December 31, 2014. Julie A. Schatz and Jennifer H. Cray remain equal partners. Our Firm’s Philosophy Fee-only We are a fee-only firm. “Fee-only” means that we are paid only by our clients, not by any third party. We sell no products. We accept no commissions. It is our view that this form of compensation removes many of the conflicts of interest found with sales-oriented financial planners and investment institutions that receive commissions and other transaction-related fees. We actively seek to avoid, or at least minimize, conflicts of interest that can exist between our firm and you. However, all investment advisory firms will likely possess some unavoidable conflicts of interest. In those instances when conflicts of interest arise, we have adopted policies that seek to keep your best interests paramount at all times. See Items 5 - Fees and Compensation, 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading, and 12 - Brokerage Practices of this brochure, which explore in further detail how we act to keep your best interests at highest priority at all times during the course of our relationship with you. NAPFA Registered Financial Advisors® As members of the National Association of Personal Financial Advisors (NAPFA) and as your fiduciary, we follow these policies:
• We will exercise our best efforts to act in good faith, with candor, and in your best interests.
• We will disclose to you prior to our engagement, and throughout the term of the engagement, any conflicts of interest that will or reasonably can compromise our impartiality or independence.
• Neither we, nor any party in which we have a financial interest, receives any compensation or other remuneration that is contingent on your purchase or sale of a financial product. We do not receive a fee or other compensation from another party based on the referral of a client or the client's business. Types of Advisory Services We offer two types of advisory services: financial planning and asset management. Investor’s Capital Management Brochure Revised March 14, 2023 6 Financial Planning Services We offer fee-only project financial planning and annual fixed fee (flat rate) financial planning, which also includes our investment management service. ICM’s financial planning services can be general in nature or focused on particular areas of interest or need, depending on each client’s unique circumstances. Our primary function is providing personal financial planning services to individuals. Advice is offered in the areas of cash flow and debt management, risk management, college funding and 529 college saving plans, retirement planning, estate planning, tax planning, employee stock options, employee benefits, charitable giving, real estate, asset allocation, and investment selection. We conduct an initial interview and gather data to assist you in determining specific needs, goals, objectives, investment horizon, and tolerance for volatility. We then prepare analyses of your current financial situation and possible scenarios, when appropriate. We present the analysis and a summary of the significant observations, assumptions, and recommendations over each area that we were engaged to provide service. Upon completion of this presentation the engagement is concluded. For ongoing financial planning-related reviews, it remains your responsibility to initiate contact, and it is always your responsibility to contact us if there are significant changes in your financial situation or investment objectives. Depending on your needs and interests, we generally offer advice in the form of a written report, which often takes the form of an action item list. Our reporting can also be delivered verbally. Reporting will assess our opinions on the likelihood of you achieving various goals and objectives dependent on various personal and financial assumptions, including portfolio design, lifestyle, work and retirement plans, pursuit of charitable and/or family goals and savings and consumption behavior. Depending on your needs, the report can also address elements of tax and estate planning and insurance, including life, disability, health, and long-term care insurance. We do not review or provide recommendations concerning insurance for business owners. We are not attorneys, tax professionals, or employees of the IRS, and our engagements do not include preparation of income tax, gift, or estate tax returns, or preparation of any legal documents, including wills or trusts. Clients are encouraged to consult with their tax and legal professionals. A conflict exists between our interests and the interests of our clients when we make financial planning

recommendations that include other services we offer. For example, clients who act on our recommendation to hire us for investment management services pay us additional advisory fees that are typically bundled with the fees we charge solely for financial planning services. You are free at all times to accept or reject any financial planning or investment recommendations from us. You are free to obtain legal, tax, accounting, and/or brokerage services to implement any of our recommendations. At your request, we can recommend the services of other professionals for implementation purposes. However, you retain absolute discretion over all such implementation decisions. Ongoing clients are encouraged, at least on an annual basis, to review/update our previous recommendations and/or Investor’s Capital Management Brochure Revised March 14, 2023 7 services. We describe fees charged for financial planning services below under Item 5 - Fees and Compensation. Asset Management Services We offer investment supervisory services, also known as asset management services (advisory with discretion) and offer investment advice through consultations. We believe that investment advice is an integral part of financial planning. ICM’s advice is offered through consultation with you and can include but is not limited to determination of financial objectives, cash flows, tax planning, and other financial topics relevant to you. We can manage securities accounts on your behalf. We have the authority to determine, without obtaining your specific consent, the securities to be bought or sold. We do not act as a custodian of your assets. You always maintain asset control. We place trades for you under a limited power of attorney. We generally invest in institutional-class no-load stock and bond mutual funds with low annual expense ratios, and low internal transaction costs, and ETFs (exchange-traded funds). On less frequent occasions and when deemed suitable for the client, we also invest in/recommend individual equity and fixed income securities, and to certain Accredited Investors,1 private (alternative) investments. We do not invest in or advise on initial public offerings (IPOs). For more on our investment philosophies, and the risks of our strategies and/or specific investments recommended, please refer to Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss. ICM may also occasionally utilize additional types of investments if they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. ICM may offer investment advice on any investment held by the client at the start of the advisory relationship. Asset management clients receive investment supervisory services including a personalized asset allocation, investment selection and monitoring. Asset management clients receive reporting on performance. Realized gain / loss reporting comes from your custodian. General financial planning is typically included with our asset management services. Limitations on Investments In some circumstances, ICM’s advice may be limited to certain types of securities. Limitation by Plan Sponsor/Employer In the event ICM is managing assets within a retirement plan such as 401(k), 403(b), or other employer plan, we are limited to those investment providers and investment options chosen by the plan administrator. Similarly, when we provide services to participants in an employer-sponsored plan, the 1 As defined in SEC Rule 501:
• Individuals who earn at least $200,000 per year or earn an income of $300,000 jointly with a spouse; or
• Individuals or married couples with a net worth exceeding $1 million beyond the value of their primary residence. Investor’s Capital Management Brochure Revised March 14, 2023 8 participant is typically limited to investing in securities included in the plan’s investment options. Therefore, we can only make recommendations to the client from among the available options and will not recommend or invest the client’s account in other securities, even if there may be more suitable options elsewhere. Limitation by Client ICM may also limit advice based on certain client-imposed restrictions. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this Item below. Non-Managed Assets At its discretion, ICM may offer securities trading activities for cash and securities in a client’s non- managed account, acting as an intermediary between the client and the custodian of the non-managed account. Except in certain circumstances for financial planning-only clients, we do not provide investment advice regarding a client’s non-managed assets or provide opinions as to the merits of any securities in non-managed accounts. We also do not make judgments as to the appropriateness of assumed risk or suitability of any non-managed investment given the client’s situation. ICM offers this service without charge in consideration of the client’s other accounts that we manage. Recommendation of Third-Party Managers In certain situations, and in close consultation with the client, ICM utilizes independent third-party investment advisers to manage a portion of a client’s assets. In these instances, ICM will oversee the investment decisions and allocation for each account designated to be managed by the outside manager but will not otherwise determine which securities should be invested, reinvested, or held un-invested in cash in accordance with a client’s particular objectives. Clients sign a separate agreement with the outside manager. When third-party managers are utilized, clients receive at the time of engagement and thereafter updating or revising as necessary a copy of each outside manager’s ADV 2A Brochure and applicable 2B Supplements. Schwab Institutional Intelligent Portfolio program and FTJ FundChoice platforms Historically, we recommended that some clients invest in the Schwab Institutional Intelligent Portfolio program and FTJ FundChoice third-party manager platforms. We no longer offer these programs to new relationships, and existing participation is limited to ICM honoring prior agreements. Tailored Services and Client Imposed Restrictions While model portfolios are utilized, advisory services generally are tailored to meet your needs. Additionally, financial planning, estate planning, tax planning, and risk management planning services are generally offered when you engage us for such services, with planning issues prioritized and then addressed, either all at one time or over the course of several meetings. As appropriate, you can meet with your advisor once per year (or more frequently upon mutual agreement by ICM and the client) to review any changes to your financial situation, your investment portfolio, and planning issues. Investor’s Capital Management Brochure Revised March 14, 2023 9 We make investment decisions for clients based on information the client supplies about their financial situation, goals, and risk tolerance. Our recommendations/investment selections may not be suitable if the client does not provide us with accurate and complete information. It is the client’s responsibility to keep us informed of any changes to their investment objectives or restrictions. Clients may also request other restrictions on the account, such as when a client needs to keep a minimum level of cash in the account or does not want us to buy or sell certain specific securities or security types in the account. ICM reserves the right to not accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Wrap Fee Program We do not invest in wrap fee programs or manage assets for any wrap fee accounts, nor do we sponsor or advise any wrap account programs. Assets Under Management ICM manages client assets in both discretionary and non-discretionary accounts on a continuous and regular basis. As of December 31, 2022, the total amount of assets under our management was: Discretionary Assets $ 162,735,291 Non-Discretionary Assets $ 7,326,197 Total Assets $ 170,061,488