CHICAGO CAPITAL, LLC

Form ADV Part 2A Item 1 – Cover Page Chicago Capital, LLC 135 S. LaSalle St. Suite 4200 Chicago, IL 60603 (312) 429-2333 www.Chi-Cap.com February 26, 2025 This brochure provides information about the qualifications and business practices of Chicago Capital, LLC. If you have any questions about the contents of this brochure, please contact us at (312) 429-2333. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Chicago Capital, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Chicago Capital, LLC is a registered investment adviser. Registration does not imply any level of skill or training. i  Item 2 – Material Changes There are material changes in this brochure from the last annual updating amendment of Chicago Capital, LLC (Chi-Cap) on February 14, 2024. Material changes relate to Chicago Capital, LLC (Chi- Cap)’s policies, practices or conflicts of interests. • Chicago Capital acts as a contributor for a third-party information sharing platform. (Item 10) • Chicago Capital is deemed to have custody over the funds and securities of trust accounts for which it or its related persons serve as trustee. (Item 15) is also available via Our brochure may be obtained by contacting the firm at (312) 429-2333. Additional information about Chicago Capital, LLC, CRD# 291624, the SEC’s website at www.adviserinfo.sec.gov. The SEC’s website also provides information about any persons affiliated with Chicago Capital, LLC who are registered, or are required to be registered, as investment adviser representatives of Chicago Capital, LLC. ii  Item 3 – Table of Contents Item 1 – Cover Page ........................................................................................................................... i Item 2 – Material Changes ..................................................................................................................ii Item 3 – Table of Contents ............................................................................................................... 1 Item 4 – Advisory Business .............................................................................................................. 2 Item 5 – Fees and Compensation .................................................................................................... 3 Item 6 – Performance-Based Fees & Side-By-Side Management ................................................ 4 Item 7 – Types of Clients .................................................................................................................. 5 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...................................... 5 Item 9 – Disciplinary Information ................................................................................................... 6 Item 10 – Other Financial Industry Activities and Affiliations ..................................................... 7 Item 11 – Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading .............................................................................................................................. 7 Item 12 – Brokerage Practices ...........................................................................................................8 Item 13 – Review of Accounts ....................................................................................................... 12 Item 14 – Client Referrals and Other Compensation .................................................................. 12 Item 15 – Custody ............................................................................................................................ 13 Item 16 – Investment Discretion ................................................................................................... 14 Item 17 – Voting Client Securities ................................................................................................. 14 Item 18 – Financial Information .................................................................................................... 15 1  Item 4 – Advisory Business Firm Description Chicago Capital, LLC (sometimes called “Chi-Cap” or “we” or “the firm” in this brochure) offers investment management and related services to clients. Chi-Cap was founded in 2018 and is a registered investment adviser with the U.S. Securities and Exchange Commission (“SEC”). David Mabie, Eric Maddix and Stacey Sargent are managing partners. Advisory Services for Individually Managed Accounts Chi-Cap provides discretionary investment management services to clients for a fee. We may provide non-discretionary investment management services for a fee on a limited basis. Clients pay us investment advisory fees based on the fee schedule described in Item 5 below and pay commissions to custodians or broker dealers for transactions executed in their accounts as further described in this brochure. As a discretionary investment manager, we provide investment management services in accordance with clients’ investment guidelines. We accept investment restrictions from clients if the restrictions don’t hinder our ability to execute our investment strategies. In some cases, we provide investment guidance to clients on a non-discretionary basis, on either a portion of the assets held in the account or the entire account, with the client making final investment decisions. When a client first engages Chi-Cap as its investment adviser, one or more principals of the firm speak with the client to determine the client's financial goals and investment objectives. We use the information gathered in these discussions to build an investment portfolio (the “Account”) individually tailored for the client. Clients may impose restrictions on the Account, such as prohibiting investments in certain types of securities. Once the Account is constructed, we constantly monitor its investments. We invest with a focus on increasing portfolio value and/or mitigating risk over a long-term time horizon, using stocks, bonds, master limited partnerships, mutual funds, exchange-traded funds, options, other securities and investment vehicles. We may invest cash reserves in money market funds if available. The Armitage Focused Equity Strategy provides research services in the form of historic and current positions to third party institutional investors, who utilize this “contributor” data as one of many inputs in constructing their investment strategies. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: 2  • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. Assets Under Management As of December 31, 2024, our assets under management totaled $4,477,490,797. $4,466,222,181 of which is discretionary and $11,268,616 is non-discretionary. Item 5 – Fees and Compensation Chi-Cap provides discretionary investment management services to clients and we charge annual fees in accordance with each investment advisory agreement. Fees are billed quarterly, in advance, based on the total market value of each account (including accrued interest and dividends) on the last day of the prior quarter. Ongoing fees reduce the value of an investment portfolio over time. Because of the fees you pay, you have a smaller amount invested that is earning a return whether the fee is paid separately or debited from a portfolio’s assets. We encourage clients to discuss fees and expenses with their representative. Our investment management fees are 1.00% per year. Our minimum fee is $20,000 per year. Our fees are individually determined and may vary from client to client. We, in our sole discretion, may negotiate fees with clients. Not all clients pay fees as described in this section. Differences can arise for various reasons including account size, total assets under management for the client, inception date of an account relationship, other costs incurred by the account, types of investments utilized, specialized service or arrangements, or other reasons not listed. We, in our sole discretion, may waive or reduce the management fee schedules for clients who are members, employees, or affiliates of the Company, relatives of such persons, certain large or strategic investors, and in certain other limited circumstances. Based on these factors, clients may pay higher fees than another client in the same strategy. We bill clients directly for investment management fees. Many of our clients elect to have their quarterly fees directly debited from their custody accounts. When clients sign investment advisory agreements, they indicate whether they prefer to pay by check or to have the fee deducted from their accounts. When a client terminates their agreement with Chi-Cap, we calculate our final invoice pro-rata based on the number of days that we provided services during the current calendar quarter and refund any unearned fees. We do not charge additional fees for services such as: communicating with clients’ accountants and lawyers, arranging charitable stock donations or other such client-service related requests. 3  We may charge consulting fees for advice to non-investment management clients who want to meet regularly. Our minimum consulting fee starts at $1,000 per hour. Chicago Capital provides financial planning and advisory services to clients to help them determine the services that may be appropriate given their goals and objectives. We may charge a fee for these services that is separate from any investment advisory fees. Examples of these services include asset allocation, retirement planning, estate planning, philanthropic strategies, advisory services for foundations and endowments, and other items. Our fees do not include any brokerage commissions, dealer mark-ups or spreads, auction fees, exchange fees, trustee fees, maintenance fees, custodial fees, bank fees, margin interest or lending fees, national securities exchange fees, taxes and duties, regulatory fees, foreign exchange, termination fees, electronic fund or wire transfer fees or other costs or fees charged by a client’s broker or custodian. Additionally, money market funds, exchange traded funds, and mutual funds charge clients for their internal fees and expenses. These fees and expenses are described in each fund’s prospectus. We do not share in any of these internal fees and expenses. Please see Item 12: Brokerage Practices below for additional information about brokerage. We use mutual funds in many retirement, 529, and other accounts, where the mutual fund family choices are often restricted. We oversee these accounts and make changes as we change our asset allocation or choose to transact in a specific fund. Most of the money market mutual funds we use are invested in government securities. Research services, in the form of historic and current positions to third party institutional investors, are charged an annual data fee based on usage and other items. Item 6 – Performance-Based Fees and Side-By-Side Management Performance-based fees are fees based on a share of capital gains in a client’s account or capital appreciation of the assets in a client’s account. We do not charge performance-based fees to any of our clients. We typically make investment decisions for multiple clients, portfolios, and separately managed accounts. These portfolio management responsibilities create conflicts of interest. We seek to conduct ourselves in a manner we consider to be the most fair and consistent with our fiduciary obligations to our clients and make investment decisions based on an account’s available cash, investment objectives, restrictions, permitted investment techniques, and other relevant considerations. Management of multiple portfolios gives rise to conflicts of interest. These conflicts include, for example, conflicts among investment strategies, conflicts in the allocation of investment opportunities, or conflicts due to different fees. Some accounts have higher fees than others. Fees charged to clients differ depending on several factors including, but not limited to, the particular strategy, the size of the portfolio being managed, the relationship with the client or the service requirements. Based on these factors, a client may pay higher fees than another client in the same strategy. Also, clients with larger assets under management generate more revenue for Chi-Cap than smaller accounts. These differences give rise to a conflict that Chi- 4  Cap may favor one account over the other or allocate more time to the management of one account over another. To help manage conflicts, we have implemented various controls, including the following: • We review the performance of accounts to identify performance outliers; and • As described in Item 12, we have adopted trade order aggregation and trade allocation policy and procedures that seek to manage, monitor and, to the extent possible, minimize the effects of these conflicts. Item 7 – Types of Clients We provide advisory services to individuals, high net worth individuals, families and their related accounts (IRAs, 401(k)s, 529s, 403(b)s; and trusts); foundations; other registered investment advisers and corporations. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Chi-Cap is an active investment manager, and we use a variety of methods and strategies to make investment decisions and recommendations. When evaluating investment opportunities, we employ fundamental and technical research methods using various resources such as financial news sources and websites, corporate data, ratings services, third party research, SEC filings, company press releases, and primary research. The following description of our principal investment strategies as of the date of this brochure is qualified in its entirety by reference to the applicable investment advisory agreement and related investment guidelines and restrictions. We offer custom wealth management services based on each client’s individual needs and objectives. In choosing investments for clients, we consider a broad array of securities and investment vehicles, including common stocks, preferred stocks, master limited partnerships, corporate, government, and municipal fixed income securities, mutual funds (open-ended and exchange traded), private funds and money market funds. Clients who seek income tend to have higher yielding stocks and fixed income securities. Clients who are growth oriented often have growth equities, stocks or mutual funds, provided such securities are consistent with each client’s investment objectives. Investing in securities involves risk of loss that clients should be prepared to bear. All investments in securities involve risk of loss of your principal (invested amount) and any profits that have not been realized (securities that have not been sold to “lock in” the profit). Stock and bond markets fluctuate substantially over time, and performance of any investment is not guaranteed. Clients should be aware that even if we use our best efforts, they might not be successful. Any security in a client’s account, including a United States Treasury instrument, can lose all or part of its value. Many factors and events outside of our control can affect the securities markets and the value of securities in a client’s account. Examples include, but are not limited to, changes in domestic or foreign political leadership, breaking news events, natural disasters, adverse weather conditions, terrorist activity, 5  pandemics, or changes in the Internal Revenue Code. We may not be able to accurately predict the effects on the securities markets of these factors and events or how they may affect the value of securities held in clients’ accounts. We do not guarantee the future performance of a client’s account or any specific level of performance, the success of any investment decision or strategy that we may use, or the success of our overall management of a client’s account. We tell clients that risk is inherent in all markets. Causes for market declines are discussed with clients. We tell clients they can lose capital investing in the stock and bond markets. We may hold more cash when we see volatility in the markets to mitigate some of this risk, but there are many factors which can cause a security or the market in general to fall. Examples of risks include: • Equity securities (stocks) held in your portfolio may decline in response to activities of companies or market and economic conditions. • Growth stocks may be more sensitive to market movements because their prices tend to reflect future investor expectations rather than just current profits and may underperform value stocks during given periods. • Value stocks may perform differently from the market as a whole and may be undervalued by the market for a long period of time and may underperform growth stocks during given periods. • Small-capitalization stocks may exhibit erratic earnings patterns, competitive conditions, limited earnings history, and a reliance on one or a limited number of products. • Private placements may be classified as illiquid and difficult to value. • Foreign securities are subject to interest rate, currency exchange rate, and political risks, all of which are magnified in emerging markets. • Fixed income securities are subject to credit, interest rate, income, prepayment, and liquidity risks. Interest rates may adversely affect the value of an investment. An increase in interest rates typically causes the value of stocks and bonds to decline. • Many markets decline, including security prices of good companies. We may continue to hold these securities in our clients’ accounts. • A sector of the market may become “unfashionable” or out of favor with investors, which would negatively affect prices of those types of investments. • We may not value a security properly. • Company management could perpetrate a fraud that goes undiscovered before the security’s price falls. Item 9 – Disciplinary Information This item requires us to disclose all material facts regarding any legal or disciplinary events that would be material to an evaluation of Chi-Cap or the integrity of our management. We have no information applicable to this item. 6  Item 10 – Other Financial Industry Activities and Affiliations Chicago Capital provides financial planning and advisory services to clients to help them determine the services that may be appropriate given their goals and objectives. We may charge a fee for these services that is separate from any investment advisory fees. Examples of these services include asset allocation, retirement planning, estate planning, philanthropic strategies, advisory services for foundations and endowments. Chicago Capital has a minority interest in Studio Investment Management LLC, a registered investment adviser. Chicago Capital has a 37% ownership of this firm. Chi-Cap acts as a contributor for a third-party information sharing platform and ranks a limited universe of securities via the third-party’s proprietary website. The third party compiles the data from all its contributors and uses it to help determine their investment decisions in their fund portfolios. Chi-Cap is compensated based on the performance of the ratings provided. Other than this direct compensation, Chi-Cap does not receive any other economic benefit for acting as a contributor. Chi-Cap is not affiliated with the third party and does not recommend clients to the third party. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Chicago Capital, LLC has adopted a code of ethics as required by SEC Rule 204A-1. In our code of ethics, we emphasize that we will uphold the fiduciary duty entrusted to us by our clients and that we will follow federal and state laws and regulations. We require that employees disclose any activity which might result in a conflict of interest with the firm and its clients. We prohibit trading based on material non-public information. We prohibit accepting or exchanging extravagant gifts or entertainment from or with brokerage firms or suppliers that do business with us. Employees are required to obtain pre-approval to buy or sell securities in their personal accounts from the chief compliance officer who verifies there are no outstanding orders in that security. Access persons must file quarterly reports of trades and must file annual reports of holdings. Employees may not buy stocks in primary or secondary offerings. Chi-Cap will provide a copy of its Code of Ethics to any client or prospective client upon request. When Chi-Cap is engaging in or considering a transaction in any security on behalf of a client, no principal or employee with access to this information may knowingly effect for themselves or their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • The transaction has been completed; • The transaction for the principal or employee is completed as part of a batch trade with clients; or • A decision has been made not to engage in the transaction for the client. These requirements are not applicable to: direct obligations of the Government of the United States; money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, 7  including repurchase agreements; shares issued by money market funds; and shares issued by other unaffiliated open-end mutual funds. When our clients are investing in a private placement where a Chi-Cap shareholder also has an interest, we disclose that to clients and require that the Chi-Cap shareholder disclose the nature of his interest. Item 12 – Brokerage Practices We select broker-dealers for some clients’ transactions. We also recommend custodians, depending on each client’s unique situation and needs. When the firm places orders for the execution of portfolio transactions for Client accounts, transactions are allocated to the Client’s broker-dealer for execution in various markets at prices and commission rates that, based upon good faith judgment, will be in the best interest of the Client. Clients should be aware that in most instances, the broker-dealer performing such transactions also serves as the client’s custodian. The following discussion summarizes the material aspects of the Firm’s practices for the selection of broker-dealers to execute Client transactions. Discretionary Authority and Selection Criteria All separately managed account clients are required to establish custodial accounts with a qualified custodian of record. Chi-Cap will only implement its investment management recommendations after the Client has arranged for and furnished the Firm with all information and authorization regarding accounts with appropriate financial institutions to act as custodian. In addition, in most cases, a Client’s broker-dealer also acts as the custodian of the Client’s assets for little or no extra cost. Clients should thoroughly consider, however, the differences between having their assets custodied at a broker-dealer versus at a bank or trust company. Some of these differences include, but are not limited to, custodian costs, trading issues, security of assets, client reporting and technology. Chi-Cap does not have discretion to choose a broker- dealer on behalf of Clients, but will recommend certain broker-dealers. Factors which Chi-Cap considers in recommending broker- dealers include their respective financial strength, reputation, execution, pricing, research, and service. The commissions and/or transaction fees charged by particular brokers selected by Chi-Cap can be higher or lower than those charged by other broker-dealers. Chi-Cap periodically evaluates the commissions charged and the service provided by the broker- dealer and compares those with other broker-dealers to evaluate whether overall best qualitative execution could be achieved by using alternative broker-dealers. Other factors Chi-Cap considers when evaluating its choice of broker dealer include: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody). • Capability to execute, clear, and settle trades (buy and sell securities for the client’s account). • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.). 8  • Breadth of available investment products (stocks, bonds, mutual funds, exchange- traded funds [ETFs], etc.). • Availability of investment research and tools that assist us in making investment decisions. • Quality of services. • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices. • Reputation, financial strength, and stability. • Prior service to us and our other clients. Best Execution Chi-Cap will generally seek “best execution” in light of the circumstances involved in transactions. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the overall best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including among others, net price, reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security. Chi-Cap will not obligate itself to obtain the lowest commission or best net price for an account on any particular transaction. Consistent with the foregoing, while Chi-Cap will seek competitive rates, it will not always obtain the lowest possible commission rates for Client transactions. To ensure that brokerage firms recommended by Chi-Cap are conducting overall best qualitative execution, Chi-Cap will periodically (and no less often than annually) evaluate the trading process and brokers utilized. This evaluation will include, but is not limited to price, commission, timing, research, aggregated trades, capable floor brokers or traders, competent block trading coverage, ability to position, capital strength and stability, reliable and accurate communications and settlement processing, use of automation, knowledge of other buyers or sellers and administrative ability. Research and Other Soft Dollar Benefits Chi-Cap may receive limited research services from unaffiliated broker-dealers who primarily provide custodial and execution services. The firm does not currently have “soft dollar” arrangements with its brokers, whereby the costs of certain research and other services and products used by Chi-Cap are paid from commissions generated by client trades. We may receive limited brokerage firm research from the prime brokers hired by our clients. Our prime brokers approve these transactions pursuant to safe harbor provisions of Section 28(e) of the Securities Exchange Act of 1934. Custodians provide services and products to independent investment advisory firms like us. They provide us and our clients with access to their institutional brokerage – trading, custody, reporting and related services – many of which are not typically available to retail customers. Our Custodians also make available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. These support services generally are available on an unsolicited basis (we do not have to request them) and at no charge to us as long as our clients collectively maintain a certain minimum dollar 9  amount of assets in accounts. Trade Aggregation and Allocation We aggregate or “block” trades for multiple client accounts together when possible and when advantageous to clients. Client accounts aggregated into block trades receive the average price of the block. Shares of the block are allocated to each client account on a pro-rata or random basis to avoid favoring one client versus another. Because Chi-Cap’s services utilize various types of investments and securities, it is not always possible to bunch orders. Alternatively, even when possible, Chi-Cap will not always be able to execute all shares of an aggregated trade because of prevailing market conditions and other variables, in which case the Firm will allocate the trade among participating accounts in an equitable manner determined prior to execution of the trade. In certain cases, the Firm will not be able to purchase or sell the same security for all Clients that could transact in the security, which is generally based on various factors such as the type of security, size of the account, cash availability and account restrictions. For clients requiring directed brokerage, the Firm typically will not be able to effectively "bunch" orders on the client's behalf, which could impact the possible advantage clients derive from the aggregation of orders. Brokerage and Custody Costs Chi-Cap usually recommends clients establish brokerage accounts with either Fidelity Investments (Fidelity) or Charles Schwab & Co. (Schwab) as their broker dealer and custodian (collectively “Custodians”). For our clients’ accounts that use our recommended Custodians, these Custodians generally do not charge the client separately for custody services. Client business is compensated by charging commissions or other fees on trades that the firm executes or that settle into a client’s custodial account. The commission rates applicable to our client accounts were negotiated based on the condition that our clients collectively maintain a certain minimum dollar amount of assets in accounts at the Custodian. This commitment benefits clients because the overall commission rates paid are lower than they would be otherwise. In addition to the commissions, Custodians may charge clients a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker but where the securities bought or the funds from the securities sold are deposited (settled) into a client’s account. These fees are in addition to the commissions or other compensation paid to the executing broker-dealer. Because of this, to minimize client trading costs, we have the custodian execute many trades for clients’ accounts. We have determined that having the Custodian execute most trades is consistent with our duty to seek “best execution” of our clients’ trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How We Select Brokers/Custodians”). Client-Directed Brokerage If the client directs us to execute trades through another broker-dealer, the client is responsible for negotiating the terms and conditions (including, but not limited to, commission rates) relating to all services to be provided by that broker-dealer. From time to time we may have clients that direct their own trades through our custodians. These clients enter into a non- 10  discretionary trading Agreement. In these circumstances, we assume no responsibility for obtaining the “best execution” of the client’s directed trades. We may from time to time purchase securities for clients which are part of an initial public offering or private placement. This participation primarily comes at the request of clients, and as a result, our participation in these markets is not material. Services That May Not Directly Benefit Clients Our Custodians also make available to us other products and services that benefit us but may not directly benefit clients and their accounts. These products and services assist us in managing and administering our clients’ accounts. They include investment research, the Custodian’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Fidelity or Schwab. In addition to investment research, Custodians also make available software and other technology that: • Provides access to client account data (such as duplicate trade confirmations and account statements). • Facilitates trade execution and allocates aggregated trade orders for multiple client accounts. • Provides pricing and other market data. • Facilitates payment of our fees from our clients’ accounts. • Assists with back office functions, recordkeeping, and client reporting. Services That Generally Benefit Only Chi-Cap Custodians also offer other services intended to help us manage and further develop our business enterprise. These services include: • Educational conference and events. • Consulting on technology, compliance, legal and business needs. • Publications and conferences on practice management and business succession. • Access to employee benefits providers, human capital consultants and insurance providers. Fidelity and/or Schwab may provide some of these services themselves. In other cases, they will arrange for third-party venders to provide the services to us. Fidelity and/or Schwab may discount or waive their fees for some of these services or pay all or a part of a third party’s fees. They may also provide us with other benefits, such as occasional business entertainment for our personnel. Our Interest in Custodial Services The availability of services from Custodians benefit us because we do not have to produce or purchase them. We do not have to pay for these services so long as our clients collectively keep a total of at least a certain minimum dollar amount of assets in accounts at Fidelity and/or Schwab, as discussed above. Beyond that, these services are not contingent upon us committing any specific amount of business in trading commissions or assets in custody. The minimum 11  amount may give us an incentive to recommend that clients maintain their accounts at Fidelity and/or Schwab, based on our interest in receiving services that benefit our business rather than based on a client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This could be a conflict of interest. We believe, however, that our selection of Fidelity and Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of the Custodial services (see “How We Select Brokers/Custodians”) and not only that their services benefit us. We do not believe that recommending clients to collectively maintain a certain minimum dollar amount of assets at Fidelity or Schwab to avoid paying quarterly service fees presents a material conflict of interest. Item 13 – Review of Accounts Client accounts are monitored for appropriateness on a continuous basis by our portfolio managers to ensure consistence with the clients’ investment objectives, goals and restrictions. Chi-Cap may review accounts based on other trigger factors including significant market events, changes in a client’s investment objectives or guidelines, or expected or unexpected material cash flow in an account. In addition, we review share and bond prices, SEC filings, and research daily. Clients receive brokerage statements monthly or quarterly. Some clients opt to receive confirmations and/or statements electronically when offered by their custodians. Copies of confirmations and statements are also available to us. Some clients may also request written or electronic reports from Chi-Cap including account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from Chi-Cap. Item 14 – Client Referrals and Other Compensation Many friends and clients introduce us to prospective clients. We do not compensate them for referrals, although we appreciate their confidence in us. The firm may host or attend third-party company educational programs, events, or conferences where expenses are paid for (in part or in whole) by third parties whose products and services that Chi-Cap utilizes in providing advisory services. This represents a conflict of interest in that Chi-Cap has an incentive to use and promote the products and service of these third parties. To address this conflict, Chi-Cap will always act in the best interest of its clients consistent with its fiduciary duty as an investment adviser. Chi-Cap receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For Chi-Cap client accounts maintained in its custody, Schwab generally does not 12  charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to Chi-Cap other products and services that benefit Chi-Cap but may not benefit its clients’ accounts. These benefits may include national, regional or Chi-Cap specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of Chi-Cap by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist Chi-Cap in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of Chi-Cap’s fees from its clients’ accounts (if applicable), and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of Chi- Cap’s accounts. Schwab Advisor Services also makes available to Chi-Cap other services intended to help Chi-Cap manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to Chi-Cap by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to Chi-Cap. Chi-Cap is independently owned and operated and not affiliated with Schwab. Item 15 – Custody Client assets must be maintained in an account at a “qualified custodian,” generally a broker- dealer or bank. We are independently owned and operated, and we are not affiliated with any custodian or brokerage firm. Clients give us trading authority to direct transactions on their behalf. The brokerage firms will hold client assets in a brokerage account and buy and sell securities when we instruct them to do so. When a client chooses a custodian and/or broker, he or she enters into an account agreement directly with brokerage firm or custodian. This agreement is separate from the client’s agreement with Chi-Cap. If requested by the client, Chi- Cap may assist in the opening of the account at the custodian. When the client grants us the authority to select Prime Brokers, we may use other brokers to execute trades in the client’s account, as described below (See “Brokerage and Custody Costs”). Clients choose which custodians will custody their assets. It is our understanding that certain such custodial agreements or other agreements or documents may contain provisions that could result in Chi-Cap having constructive custody of client account assets as a result of language permitting us, as investment adviser, to withdraw client assets upon instruction to the 13  custodian for payment of our advisory fees. Our agreements with clients, however, are not intended to give us broad authority to withdraw assets, and we disclaim such authority to the extent applicable. With respect to these concerns, our authority as it relates to custody should be considered to be limited in the ordinary course to customary trading of securities and investment transactions in the client’s account, as well as fee deductions as applicable. Under the regulations of the Securities and Exchange Commission we are deemed to have custody of client assets if the client provides the custodian Standing Letters of Authorization to deduct advisory fees or disburse funds to one or more third parties, as specifically designated by the client, from their account upon receipt of a bill from Chi-Cap or other third-party designation by the client. After granting Chi-Cap with this limited authorization, the client then instructs the qualified custodian for the client’s account to accept Chi-Cap’s direction on the client’s behalf to move money to the third party designated by the client on the Standing Letter of Authorization. The qualified custodian takes that instruction in writing directly from the account holder (the client), and Chi-Cap’s authority is limited by the terms of that instruction. We are authorized to act merely as an agent for the client. The client retains full power to change or revoke the arrangement. Chi-Cap also has custody of its client’s assets because in limited instances, Chi-Cap may be investment adviser to a trust for which a Chi-Cap employee acts as trustee to the trust. Chi-Cap is also deemed to have custody over the funds and securities of trust accounts for which it or its related persons serve as trustee. Therefore, Chi-Cap has engaged an independent accountant to perform an annual surprise audit of the applicable client funds and securities. The client’s custodian, however, maintains actual custody of the client’s assets. The client will receive account statements directly from the custodian at least quarterly. Custodial statements will be sent by email or U.S. mail to the address the client provides to the custodian. We urge clients to carefully review their custodial statements and compare them to the reports they receive from us. Our reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities, but if clients observe any discrepancies between our reports and their custodian’s statements, they should contact us as soon as possible. Item 16 – Investment Discretion Most of our client assets are managed on a discretionary basis. Clients who hire us sign investment advisory agreements which grant us the authority to manage their assets on a discretionary basis. Clients may provide us with written restrictions and guidelines concerning investments. Wherever the clients’ assets are custodied, we require that the client grant us a limited power of attorney to trade in their custodial accounts and, if they agree in our contract, the ability to deduct investment advisory fees from their accounts. Item 17 – Voting Client Securities Advisory clients may authorize us to vote proxies for their accounts. We make proxy voting decisions in view of the anticipated impact of a given issue on the security and the overall 14  economic benefit to the client. We vote proxies in a manner consistent with our fiduciary obligations and responsibilities in the best long-term economic interests of our clients, provided we receive proxy materials in a timely manner. We have adopted proxy voting policies and procedures including guidelines that set forth the general principles we use to determine how to vote in client accounts for which we have proxy voting responsibility. The voting guidelines rely upon our own fundamental research, outside service provider(s), and information presented by company management and shareholder groups. The terms of the Proxy Voting Policies and Procedures allow portfolio managers to vote proxies opposite our general voting guidelines. The Firm exercises flexibility to vote some proxies, or particular categories of proxies, or not cast proxy votes at all depending on our arrangements with clients. Practicalities and costs involved with proxy voting may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. In addition, the client’s custodian must maintain appropriate documentation, including power of attorney forms, to facilitate timely voting of proxies in foreign markets. Proxy voting may present potential material conflicts between the interests of the Firm and those of its clients. In certain circumstances, the Firm may not be permitted to vote all of the proxies over which it has voting power due to regulatory, company imposed, or other provisions that limit the percent of proxies voted by any one party. Additionally, we may agree to provisions with regulatory bodies and issuers that limit our ability to vote all of the proxies over which we have voting power with respect to certain issuers in consideration to obtain approval to increase ownership of those issuers on behalf of our clients above specified levels. Occasionally, securities held in client accounts may be the subject of class action lawsuits. We work with third parties to provide proof of ownership and expedite the distribution of settlement proceeds on behalf of our clients. Such service providers typically charge a filing fee, billed as a percentage of our clients share of any proceeds recovered in any settlement and is contingent upon the successful completion and distribution of the settlement proceeds from a class action lawsuit. These filing fees can exceed 20% of our client’s share of the settlement. The Firm receives no part of proceeds from or compensation related to any client class action settlement. Clients may opt out of this service and file a proof of claim themselves or use their own service provider by contacting our Chief Compliance Officer. Item 18 – Financial Information Registered investment advisers are required to provide clients with certain financial information or disclosures about their financial condition. We have no financial condition that impairs Chicago Capital, LLC’s ability to meet its contractual and fiduciary commitments to clients. We have never been the subject of a bankruptcy proceeding. 15