iCapital Advisors, LLC (“iCapital”, “we”, “us” or “the Firm”), is a Delaware limited liability company that has
been in business since May 2014. We are wholly owned by Institutional Capital Network, Inc. (the “Company”),
which, in turn, is wholly owned by iCapital, Inc. Our principal place of business is New York, NY. iCapital Markets
LLC (“iCapital Markets”), an SEC-registered broker-dealer and member of the Financial Industry Regulatory
Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”), acts as a broker-dealer with
respect to the distribution – either through its proprietary, institutional-only web-based platform or through its
distribution team – of alternative and structured investments, including private investment funds that are
sponsored and/or advised by iCapital or an affiliate. Among other things, iCapital Markets serves as the Firm’s
private placement agent with respect of certain Funds (as defined below) advised by iCapital and is also a wholly
owned subsidiary of the Company. For additional information on iCapital Markets, see Item 14 below.
iCapital provides investment advisory services to the Funds (as defined below) and may provide investment
advisory services to other investment vehicles in the future. Investment advice is provided directly to the Funds,
subject to the discretion and control of the applicable general partner, and not individually to the investors in a
Fund. Each of the Funds is exempt from registration under the Investment Company Act of 1940, as amended.
The Funds’ securities are not registered under the Securities Act of 1933, as amended. iCapital’s advisory services
primarily include identifying financial products (e.g., private investment funds, business development companies,
and real estate investment trusts) managed, issued or sponsored by third parties into which iCapital invests the
assets of its access funds and/or the ongoing operations and management of existing investments in such access
funds (“Private Access Funds”) or identifying sub-advisers to assist iCapital in managing direct investments
(“Direct Investment Funds”, each Private Access Fund or Direct Investment Fund, a “Fund” and collectively
referred to herein as the “Funds”). Each Fund is managed in accordance with the applicable Fund’s confidential
private placement memorandum (the “PPM”). A list of the Funds may be found in the Form ADV Part 1A.
The Private Access Funds managed by iCapital were formed to pool investments of investors for the purpose of
investing each such Fund’s assets into financial products (“Underlying Fund” or “Underlying Funds”)
managed, issued or sponsored by third-party managers (“Underlying Managers”) that are selected by iCapital.
Each Underlying Fund has its own PPM or offering document (“Underlying Fund PPM”), which includes
important disclosures with respect to investment related risks, macroeconomic considerations, fees and other
potential conflict issues, and such other disclosures as are determined appropriate by the Underlying Managers.
Certain Private Access Funds identify the Underlying Funds prior to the commencement of marketing the Fund,
while others are wholly or partially “blind pools” for which the Underlying Funds are selected after marketing
commences, and possibly after the Fund has held its final closing. The Direct Investment Funds primarily make
investments directly in certain equity securities
recommended by a sub-adviser (a “Sub-Adviser”) selected by
iCapital in accordance with each such Fund’s respective investment objective and any investment guidelines, as set
forth in that Fund’s PPM.
These Funds permit investors to access private investment funds and other financial products at investment
minimums as set forth in the applicable PPM, some of which are as low as $10,000.
Each Fund is managed only in accordance with its own investment objectives and restrictions and is not tailored
to any particular private fund investor (each an “Investor” or “Limited Partner”). Since iCapital does not
provide individualized advice to Investors, Investors should consider whether a particular Fund meets their
investment objectives and risk tolerance prior to investing. We do not permit Investors in the Funds to impose
limitations on the investment activity described in the Funds’ offering documents. Information about each Fund
can be found in its offering documents, including its PPM and limited partnership agreement (the “LPA”).
From time to time, iCapital is engaged by managers or general partners of third-party funds (or investors therein) to
perform various due diligence services with respect to the Underlying Funds or other third-party financial products
which may include, among other things, preparation of investment evaluations, risk assessments and due diligence
reports. In performing such services, iCapital generally engages in similar due diligence practices as it performs on the
Underlying Funds on behalf of the Private Access Funds that are distributed by iCapital Markets. In exchange for such
due diligence service, iCapital is typically paid a fixed fee.
iCapital Architect:
iCapital Architect by iCapital is a portfolio construction tool that offers financial professionals at broker-dealers and
investment advisers as well as institutional investors the ability to analyze how alternative and structured investments
would affect certain portfolio characteristics. This tool currently is made available by iCapital Markets LLC pursuant to
IAA Section 202(a)(11)(C) but anticipates making it available through iCapital in the first half of 2024.
AI Insight:
AI Insight by iCapital is an alternative investment educational tool that provides access to educational materials on
alternative investments, including educational materials for specific products. AI Insight allows the home offices of
broker-dealers and investment advisers to mandate the completion of these educational materials and allows home
offices, in their discretion, to set certain passing rates. Users pay annual subscription fees to access AI Insight. In addition,
product sponsors pay an annual rate per product for iCapital to provide educational materials on the sponsor’s
products.
As of December 31, 2023, total discretionary assets under management for iCapital Advisors, LLC were
$85,932,536,817. Please note that for certain Funds, December 31, 2023, values were not available from the
Underlying Funds and as a result, assets under management for these Funds are as of September 30, 2023.
iCapital has included in its regulatory assets under management the assets of any clients for which it (or one of its
affiliates) serves as general partner.
Christopher W. Thome is iCapital’s Chief Compliance Officer (“CCO”).