SteelPeak offers a variety of advisory services, which include financial planning, consulting, and investment management services. Prior to SteelPeak rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with SteelPeak setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). SteelPeak began conducting advisory business in October 2012. The Firm is owned by SteelPeak Holdings, LLC which is owned by Reza Zamani, Ali Zamani, and Maziar Esmailbeigi. As of December 31, 2023, the Firm had $2,535,311,796 of assets under management. $2,511,439,029 of these assets were managed on a discretionary basis and $23,872,767 were managed on a non-discretionary basis. While this brochure generally describes the business of SteelPeak, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or other persons who provide investment advice on SteelPeak’s behalf and are subject to the Firm’s supervision or control. Clients work with their personal Investment Advisor Representative (“Financial Advisor”) to determine the appropriate Wealth Management Service to match the client’s need. This includes each of the following services, which are further described herein:
• SteelPeak Elite Strategies
• SteelPeak Exclusive Strategies
• SteelPeak Alternative Strategies
• Financial Planning
• Retirement Plan Consulting Wealth Management Services SteelPeak manages client investment portfolios on a discretionary or non-discretionary basis. SteelPeak primarily allocates client assets among various mutual funds (including closed-end funds such as interval funds), exchange-traded funds (“ETFs”), and independent investment managers (“Independent Managers”) in accordance with their stated investment objectives. In addition, SteelPeak also recommends that certain eligible clients invest in privately placed securities, which may include debt, equity and/or interests in pooled investment vehicles (e.g., hedge funds). Where appropriate, the Firm also provides advice about any type of legacy position or other investment held in client portfolios, but clients should not assume that these assets are being continuously monitored or otherwise advised on by the Firm unless specifically agreed upon. Clients can engage SteelPeak to manage and/or advise on certain investment products that are not maintained at their primary custodian, Page | 5 © MarketCounsel 2024 such as variable life insurance and annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). In these situations, SteelPeak directs or recommends the allocation of client assets among the various investment options available with the product. These assets are generally maintained at the underwriting insurance company or the custodian designated by the product’s provider. The following strategies and offerings are available to SteelPeak clients: SteelPeak Elite Strategies SteelPeak provides investment supervisory services under a program called SteelPeak Elite Strategies (“SteelPeak Elite”). SteelPeak Elite is a six-step investment management process designed to assist clients with their financial goals and objectives. SteelPeak Elite includes the following process:
• Determine Goals
• Assess Current Investments and Risk Tolerance
• Review Financial Plan and Investment Strategy
• Implement Investment Strategy
• Monitor and Rebalance Portfolio
• Comprehensive Reporting and Review SteelPeak Elite is a discretionary service using model portfolios managed by the Institute of Portfolio Management & Economic Strategy (“IPMES”). The IPMES consists of Financial Analysts, Financial Advisors, and Research Specialists SteelPeak, and 3rd party consultants and advisors. The client is given the opportunity to impose reasonable restrictions on the management of the account. Clients can leave standing instructions with the Financial Advisor to refrain from investing in certain securities or types of securities or invest in limited amounts of securities. Once approved by the client, the Financial Advisor will provide this information to the IPMES for proper restrictions at the account level. The portfolio is monitored on a continuous basis. The IPMES may use stocks, bonds, mutual funds, closed-end funds, exchange traded funds (“ETFs”), exchange traded notes (“ETNs”), preferred stocks, or options. SteelPeak Elite Strategies consists of six (6) Investment Styles with multiple model portfolios under each platform. Each model portfolio has an Investment Policy Statement which outlines the objectives, risk, investment style, investment selection, and investment vehicles. The Investment Styles are:
• Dynamic
• Enhanced
• Tactical
• Equity
• Global
• Target Income Page | 6 © MarketCounsel 2024 SteelPeak Exclusive Strategies SteelPeak provides investment supervisory services under a program called SteelPeak Exclusive Strategies (“SteelPeak Exclusive”). SteelPeak Exclusive is a six-step investment management process designed to assist clients with their financial goals and objectives. The process includes:
• Determine Goals
• Assess Current Investments and Risk Tolerance
• Review Financial Plan and Investment Strategy
• Implement Investment Strategy
• Monitor and Rebalance Portfolio
• Comprehensive Reporting and Review SteelPeak Exclusive is a discretionary service using custom designed model portfolios. Clients will approve the parameters of the strategy and asset allocation prior to implementing the investments. The client is given the opportunity to impose reasonable restrictions on the management of the account. Clients can leave standing instructions with the Financial Advisor to refrain from investing in particular securities or types of securities or invest in limited amounts of securities. Once approved by the client, the Financial Advisor will have discretion to manage the custom portfolio within the agreed-upon parameters of the plan. The portfolio is monitored on a continuous basis. The Financial Advisor may use stocks, bonds, mutual funds, closed-end funds, exchange traded funds (“ETFs”), exchange traded notes (“ETNs”), preferred stocks, options, structured products, alternative investments, or Independent Managers (as further described below). SteelPeak Alternative Strategies SteelPeak provides investment advisory services under a program called SteelPeak Alternative Strategies (“SteelPeak Alternative”). SteelPeak Alternative is a discretionary service using Third Party Alternative Investments, with due diligence completed by the Institute of Portfolio Management & Economic Strategy (“IPMES”). The IPMES consists of Financial Analysts, Financial Advisors, and Research Specialists of SteelPeak, and third party consultants and advisors. Services are based on the individual needs of the client. An initial interview and data gathering questionnaire is undertaken to determine the client’s financial situation and investment objectives. SP Dynamic Advisor Platform In addition to the fully customized portfolios managed by SteelPeak, the Firm offers the SP Dynamic Advisor Platform program to certain clients with smaller asset levels or those that don’t require such customization. The Firm will utilize the Schwab Intelligent PortfoliosTM platform for the program. Page | 7 © MarketCounsel 2024 Clients will complete their investor profile on-line and assets will be allocated into one or more of the portfolios created and managed SteelPeak. Use of Independent Managers As mentioned above, SteelPeak selects certain Independent Managers to actively manage a portion of its clients’ assets. The specific terms and conditions under which a client engages an Independent Manager may be set forth in a separate written agreement with the designated Independent Manager. In addition to this brochure, clients may also receive the written disclosure documents of the respective Independent Managers engaged to manage their assets. SteelPeak evaluates a variety of information about Independent Managers, which includes the Independent Managers’ public disclosure documents, materials supplied by the Independent Managers themselves and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Managers’ investment strategies, past performance and risk results in relation to its clients’ individual portfolio allocations and risk exposure. SteelPeak also takes into consideration each Independent Manager’s management style, returns, reputation, financial strength, reporting, pricing and research capabilities, among other factors. SteelPeak continues to provide services relative to the discretionary or non-discretionary selection of the Independent Managers. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. SteelPeak seeks to ensure the Independent Managers’ strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Private Investment Consulting Services Where appropriate, SteelPeak offers its clients consulting services whereby it recommends private placement investments for its clients. Typically, investors must qualify as “accredited investors” as defined in Rule 501(a) under the Securities Act of 1933 in order to invest in these securities. There are numerous risks associated with investing in these securities, including the lack of significant regulation, the lack of liquidity, and other risks. Clients should consult each issuer’s private placement memorandum and/or other documents explaining the risks and conflicts of interest prior to investing. In certain circumstances, SteelPeak or its principals may receive certain benefits from persons that are associated with such private investments, and this creates a potential conflict of interest as it provides an incentive for SteelPeak to recommend such private investments to its clients. Nonetheless, SteelPeak has instituted policies and procedures designed to mitigate such conflicts and to ensure that the Firm will only recommend such investments when they are in the best interest of its clients. Page | 8 © MarketCounsel 2024 Financial Planning and Consulting Services SteelPeak offers clients a broad range of financial planning and consulting services. These services are tailored to the individual needs of the client, but focus on asset allocation, tax planning, and estate planning. SteelPeak provides two levels of "Financial Planning." Each level of financial planning includes a review of the client's current financial position, stated goals and objectives. The client’s Financial Advisor will deliver a written plan except as otherwise stated below. Modular financial planning is based on a single area of concern for a client i.e. retirement, investments, estate or other single client goals. The client’s Financial Advisor may deliver a written plan or provide verbal consultations. Comprehensive financial planning is integrated and assesses the client’s entire financial picture. Both modular and comprehensive planning services can be executed as either a singular engagement or on-going engagement. Some comprehensive financial plans can include an online wealth management portal that allows the client to consolidate and view financial data to include banking accounts, bills, insurance, and investment accounts. The client monitors the Wealth portal and makes online updates to the data. SteelPeak personnel do not have access to client

online login and password information for their financial accounts. This portal provides real-time access to net worth updates, consolidated investment analysis, financial goal progress, and account aggregation. On-Going financial planning provides the client with on-going services from SteelPeak. The client will meet with the SteelPeak Financial Advisor during the year to discuss aspects of the financial plan. SteelPeak uses best efforts to meet with the client to make updates to the client’s financials and goals on an annual basis. SteelPeak will perform an annual Financial Plan review. In performing these services, SteelPeak is not required to verify any information received from the client or from the client’s other professionals (e.g., attorneys, accountants, etc.,) and is expressly authorized to rely on such information. SteelPeak recommends certain clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists for the Firm to recommend that clients engage SteelPeak or its affiliates to provide (or continue to provide) additional services for compensation, including investment management services. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by SteelPeak under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating or revising SteelPeak’s recommendations and/or services. Page | 9 © MarketCounsel 2024 Retirement Plan Consulting Services Certain SteelPeak Financial Advisors provide services to retirement plans (“Plans”) and their participants on behalf of SteelPeak. The plan sponsor (or the responsible plan fiduciary if that person is not the plan sponsor) executes SteelPeak’s Agreement on behalf of the Plan with SteelPeak, to designate, among other things, the services it will receive from SteelPeak. Services can be provided for a one-time limited engagement, or as on-going services. Services may include development of an Investment Policy Statement (“IPS”) for the Plan; investment recommendations about asset classes, investment alternatives, and the selection of investment options; and performance monitoring. SteelPeak will recommend an investment fund product or model portfolio meeting the definition of a Qualified Default Investment Alternative (“QDIA”) as defined in the Pension Protection Act. SteelPeak provides these services as non-discretionary investment advice only. The Plan retains the sole final decision-making authority to accept or reject the non-discretionary advice or recommendations delivered by SteelPeak. Services are delivered with respect to the particular needs of each Plan and its participants, for the purpose of providing retirement income, based on generally accepted investment theories and prevailing investment industry standards. In providing the aforementioned services, SteelPeak is acting as a fiduciary with respect to the Plan under the Employee Retirement Income Security Act of 1974 (“ERISA”), the federal law governing pension plans. Services may also include financial education of Plan participants about investments generally or Plan investment options but are not rendered by SteelPeak as individualized investment advice for any particular participant. Services may include general assistance with group enrollment meetings for employees, or plan-level consulting services such as fee and expense evaluation, vendor analysis or general support for plan design features. In general, for these services, SteelPeak is not acting as a fiduciary to the Plan under ERISA. Management of Collective Investment Vehicles SteelPeak acts as the investment adviser, and an affiliate acts as the general partner, of private investment funds. SteelPeak Capital I, LLC serves as the general partner to SP Capital Opportunity I-A LP ("I-A") and SteelPeak Investments I, LLC acts as the general partner to SP Long-Short Equity Strategy, LP (“Long-Short” and together with I-A, the “Funds”). Securities in the Funds are privately offered pursuant to Regulation D under the Securities Act of 1933, as amended. The Funds currently rely on an exemption from registration under the Investment Company Act of 1940, as amended. Participation as an investor in the Funds are restricted to investors that are both "qualified clients" as defined in Rule 205-3(d) under the Advisers Act, and “accredited investors” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Page | 10 © MarketCounsel 2024 To the extent certain of SteelPeak’s individual advisory clients qualify, they will be eligible to participate as limited partners of the Funds. Investment in the Funds involves a significant degree of risk. All relevant information, terms and conditions relative to the Funds, including the compensation received by SteelPeak or its affiliates as general partner, suitability, risk factors, and potential conflicts of interest, are set forth in a Private Placement Memorandum (the “Memorandum”), Limited Partnership Agreement (the “Agreement”), and/or Subscription Agreement (together, the “Offering Documents”), which each investor is required to receive and/or execute prior to being accepted as an investor in the Funds. SteelPeak will devote its best efforts with respect to its management of both the Funds and its individual client accounts. Given the above discussion relative to the objectives, suitability, risk factors, and qualifications for participation in the Funds, SteelPeak may give advice or take action with respect to the Funds that differs from that for individual client accounts. To the extent that a particular investment is suitable for both the Funds and certain individual client accounts, such investments will be allocated between the Funds and the individual client accounts in a manner which SteelPeak determines is fair and equitable under the circumstances to all of its clients. The Firm has a conflict of interest where it acts as investment adviser to a client and recommends an investment in the Funds. The conflict exists because the Firm is recommending an investment in a proprietary fund that could be invested elsewhere which would remove assets from the Firm's management. As further discussed in the Offering Documents, I-A has a term of 8 years (from the initial closing date), plus up to two 1 year extensions at the general partner’s discretion. The term may be further extended for two 1 year periods with the consent of a majority combined interest. Therefore, clients should be aware that investment in I-A is not liquid. Long-Short also has limitations on liquidation as described in that funds Offering Documents. The Firm will not take a management fee as the manager of I-A, but the assets invested in the Fund will be subject to the Firm's investment management fee. The Firm does take a management fee for its services to Long-Short (discounted to 0.50% per annum for SteelPeak clients from 1.50% per annum for non-SteelPeak clients). In addition, the assets invested in Long-Short are still subject to the Firm’s investment management fee outside of the fund. In addition, the general partners will receive a “carried interest” performance allocation as further discussed in Item 5, below. Retirement Asset Disclosures The following discussion is limited to the Firm’s services to retirement assets subject to ERISA or the Internal Revenue Code. Page | 11 © MarketCounsel 2024 Fiduciary Acknowledgment When the Firm provides investment advice to clients regarding their retirement plan account or individual retirement account, the Firm is a fiduciary within the meaning of Title I of ERISA and/or the Internal Revenue Code (the “IRC”), as applicable, which are laws governing retirement accounts. The way SteelPeak makes money creates some conflicts with client interests, so the Firm operates under a special rule that requires it to act in the client’s best interest and not put SteelPeak's interest ahead of the client’s. Under this special rule’s provisions, SteelPeak must:
• Meet a professional standard of care when making investment recommendations (give prudent advice);
• Never put the Firm’s financial interests ahead of the client’s when making recommendations (give loyal advice);
• Avoid misleading statements about conflicts of interest, fees, and investments;
• Follow policies and procedures designed to ensure that SteelPeak gives advice that is in the client’s best interest;
• Charge no more than is reasonable for the Firm’s services; and
• Give clients basic information about conflicts of interest. Conflict of Interest: Rollover Recommendation As discussed in this Disclosure Brochure and the Firm’s Relationship Summary, the way SteelPeak makes money creates some conflicts with client interests. A conflict of interest exists when SteelPeak recommends its own services. Additionally, SteelPeak's financial professionals are compensated based on revenue the Firm earns from the financial professional’s advisory services or recommendations, which creates a conflict of interest. The compensation results in an incentive to take steps to maximize revenue to the Firm by increasing the size of the client’s account and/or relationship with SteelPeak. Therefore, a rollover recommendation creates a conflict of interest by recommending the Firm’s own services and increasing the size of the client’s account and/or relationship with SteelPeak. A rollover recommendation includes the following: (i) rollover from plan-to-IRA, (ii) transfer of an IRA from another financial institution, (iii) rollover from a plan-to-plan, and (iv) rollover from an IRA-to-plan. Development of Rollover Recommendation from plan-to-IRA In order to develop a recommendation that is in the client’s best interest, the Firm needs to consider information about the client’s plan’s investments, services and expenses. As a result, it is important that client provides the Firm with actual information about the plan and account. The easiest way to do that is for the client to give the Firm copies of the plan’s 404a-5 investment disclosures and of a recent quarterly statement about the account. (The plan gives clients a “404a-5 disclosure” every year and a copy is available from the client’s employer and the plan’s website. It is also called by a number of other names, Page | 12 © MarketCounsel 2024 for example, Investment Comparative Chart, and it is a description of the plan’s investment options and their expenses, and other information.) If client does not give SteelPeak that information, the Firm will need to use estimates or other information that may not be accurate and that could, as a result, cause the Firm to make a recommendation that may not properly represent that actual facts or preferred outcome. So, it is in client’s interest to make sure that SteelPeak has the actual plan information. However, if client does not provide the information, SteelPeak will use alternative sources, such as benchmarking data for plans of a similar type and size or plan reports (such as Forms 5500) that may be from several years ago. In evaluating possible sources of alternative data, SteelPeak has considered the reliability of the data provider and its processes, and believes that the information that the Firm will use will be accurate based on, e.g., robust information about plans of the size and type of client’s plan. While SteelPeak expects that it will be accurately representative of client’s plan’s features, there can and will be differences which could affect the Firm’s recommendation.