This Disclosure document is being offered to you by Miramar Capital LLC (“Miramar” or “Firm”) about the investment advisory services we provide. It discloses information about our services and the way those services are made available to you, the client. We are an investment management firm located in Northbrook, Illinois. We specialize in investment advisory services for individuals, high net worth individuals, employee sponsored retirement plans, institutions, charitable organizations, trusts and estates. Our Firm became a registered investment adviser in November 2017. Miramar Capital, LLC is a limited liability company formed in Illinois and is owned by Robert Kalman and Max Wasserman. We are committed to helping clients build, manage, and preserve their wealth, and to provide assistance that helps clients to achieve their stated financial goals. We will offer an initial complimentary meeting upon our discretion; however, investment advisory services are initiated only after you and Miramar execute an Investment Management Agreement. Investment and Wealth Management and Supervision Services We manage advisory accounts on a discretionary and non-discretionary basis. When constructing individual investment portfolios, we believe the most important step is understanding the client's investment objectives and risk tolerance. We focus on understanding the client's:
• Return Requirements
• Risk Tolerance Furthermore, we take into account the client's individual:
• Time Horizon
• Liquidity Needs
• Tax Considerations
• Legal or Regulatory Constraints (where applicable)
• Unique Circumstances Based on aforementioned, we assist the client in establishing the appropriate asset allocation. Because no two individuals or institutions have exactly the same financial goals we custom tailor each portfolio. Through meetings and analysis, we work with clients to determine the appropriate asset mix for them. When we construct individual portfolios that address their needs, we consider not only the potential return of an investment but also its risk level. This approach requires us to periodically review your portfolio. ADV Part 2A – Firm Brochure Page 5 of 23 Miramar Capital LLC It is the client’s obligation to notify us immediately if circumstances have changed with respect to their goals. You will have the ability to leave standing instructions with us to refrain from investing in particular industries or invest in limited amounts of securities. If a non-discretionary relationship is in place, recommendation will be communicated, or we will facilitate a trade requested by you and only upon your authorization will any action be taken on your behalf. In all cases, you have a direct and beneficial interest in your securities, rather than an undivided interest in a pool of securities. We do have limited authority to direct the Custodian to deduct our investment advisory fees from your accounts, but only with the appropriate written authorization from you. We may also discuss timing and price of the order. Where appropriate, we provide advice about any type of legacy position held in client portfolios. Typically, these are assets that are ineligible to be custodied at our primary custodian. Clients will engage us to advise on certain investment products that are not maintained at their primary custodian, such as variable life insurance, annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). If these accounts or positions can be held at a custodian, we may elect to manage, supervise and charge a fee on the position. You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. ERISA Section 3(21) Investment Management Services For employer-sponsored retirement plans with participant-directed investments, Miramar provides its advisory services as an investment advisor as defined under Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). When serving as an ERISA 3(21) investment advisor, the plan sponsor and Miramar share fiduciary responsibility. The plan sponsor retains ultimate decision-making authority for the investments and may accept or reject the recommendations in accordance with the terms of a separate ERISA 3(21) Investment Advisor Agreement between Miramar and the plan sponsor. Miramar provides the following services to the plan sponsor:
• Screen investments and make recommendations.
• Monitor the investments and suggests replacement investments when appropriate. ADV Part 2A – Firm Brochure Page 6 of 23 Miramar Capital LLC Miramar’s goal in identifying the plan’s investment options is to provide a range of options that will enable plan participants to invest according to varying risk tolerances, savings time horizons or other financial goals. The plan's investment options may consist of ETFs, CITs, mutual funds, model portfolios, or other similar investment funds. The investment funds from which Miramar will select from will be those that are available on the plan record- keeper’s investment platform. Disclosure Regarding Rollover Recommendations A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences).

Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. If Miramar recommends that a client roll over their retirement plan assets or transfer an IRA into an account to be managed by Miramar, and Miramar will earn an advisory fee on the rolled over assets, that recommendation creates a conflict of interest. Accordingly, Miramar operates under a special rule that requires Miramar to act in the client best interest and not put Miramar’s interest ahead of our client’s. To mitigate the conflict of interest, there are various factors that our Firm will consider to the best of our ability, before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) required minimum distributions and age considerations, and (v) employer stock tax consequences, if any. All rollover recommendations are reviewed by our Firm’s Chief Compliance Officer and remains available to address any questions that a client or prospective client has regarding the oversight. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also 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. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests, which we mitigate or disclose. ADV Part 2A – Firm Brochure Page 7 of 23 Miramar Capital LLC Financial Planning Through the Financial Planning process, the Miramar team strives to engage our clients in conversations around the family’s goals, objectives, priorities, vision, and legacy – both for the near term as well as for future generations. With the unique goals and circumstances of each family in mind, the Miramar team will offer wealth planning ideas and strategies to address the client’s holistic financial picture, including estate, income tax, charitable, cash flow, wealth transfer and family legacy objectives. Miramar does not provide tax or legal advice. We will work with your independent tax/legal advisor (CPA, Estate Attorney, Insur- ance broker, etc.) to help create a plan tailored to your specific needs. Such services include various reports on specific goals and objectives or general investment and/or planning rec- ommendations, guidance to outside assets and periodic updates. Our specific services in preparing your plan include:
• Review and clarification of your financial goals.
• Assessment of your overall financial position including cash flow, balance sheet, investment strategy, risk management and estate planning.
• Creation of a unique plan for each goal you have, including personal and business real estate, education, retirement or financial independence, charitable giving, estate planning, business succession and other personal goals.
• Development of a goal-oriented investment plan, with input from various advisors to our clients around tax suggestions, asset allocation, expenses, risk and liquidity factors for each goal. This includes IRA and qualified plans, taxable and trust ac- counts that require special attention. A written evaluation of each client's initial situation or Financial Plan is typically provided to the client. An annual review will be provided by the Adviser, if indicated by the Client and Advisor per the Financial Planning Agreement. More frequent reviews occur but are not necessarily communicated to the client unless immediate changes are recom- mended. Consulting Services We also provide clients investment advice on a more-limited basis on one-or-more isolated areas of concern such as variable sub-account management, estate planning, real estate, retirement planning, or any other specific topic. Additionally, we provide advice on non- securities matters about the rendering of estate planning, insurance, real estate, and/or annuity advice or any other business advisory / consulting services for equity or debt investments in privately held businesses. In these cases, you will be required to select your own investment managers, custodian and/or insurance companies for the implementation ADV Part 2A – Firm Brochure Page 8 of 23 Miramar Capital LLC of consulting recommendations. If your needs include brokerage and/or other financial services, we will recommend the use of one of several investment managers, brokers, banks, custodians, insurance companies or other financial professionals ("Firms"). You must independently evaluate these Firms before opening an account or transacting business and have the right to effect business through any firm you choose. You have the right to choose whether to follow the consulting advice that we provide. Regulatory Assets Under Management As of December 31, 2023, we have $469,976,282 in discretionary assets under manage- ment and $21,354,698 in non-discretionary assets under management.