Integrated Capital Management, Inc. is an SEC-registered investment adviser based in Jessup, Pennsylvania. We are organized as a corporation under the laws of the Commonwealth of Pennsylvania. We have been providing investment advisory services since 2009. Joseph Perfilio and Michael Paciotti are our principal owners. As used in this brochure, the words "we", "our" and "us" refer to Integrated Capital Management, Inc. and the words "you", "your" and "client" refer to you as a client or prospective client of our firm. Also, you may see the term Associated Person in throughout this brochure. Our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm. We offer portfolio management services through a wrap-fee program ("Program") as described in this wrap fee program brochure to prospective and existing clients. We are the sponsor and portfolio manager for the Program. Generally, a wrap-fee program is a type of investment program that provides clients with asset management and brokerage services for one all-inclusive fee. Prior to becoming a client under the Program, you will be required to enter into a separate written agreement with us that sets forth the terms and conditions of the engagement and describes the scope of the services to be provided, and the fees to be paid. Client Investment Process Through our investment management programs, we bring a new perspective to money management by providing the services of an outsourced investment department to institutional investors, broker dealers, registered investment advisers, financial advisors and their clients. This perspective is deeply rooted in our experiences as practicing investment advisors and our connection to the institutional investment community. Multi-billion-dollar investors have always had substantial advantages in the investment marketplace. We use our collective purchasing power, independence, objectivity and professionalism to deliver those same advantages to investors and advisors who choose not to assume the cost of a fully staffed investment department. By bringing the research-intensive focus of one of the nation's largest institutional plan sponsors combined with the scalability of the Turnkey Asset Management Program structure our mission is to provide Clients with investment solutions seen in the institutional investment community. Our series of proprietary investment solutions are offered through managed money and private label programs using registered products such as mutual funds and exchange traded funds. Philosophically, we believe that while investor emotions influence prices and performance in the short run, in the long run valuations rule the day. By following a contrarian valuation oriented approach we attempt to add value through a series of quantitative investment models. By overweighting those opportunities that are inexpensive and underweighting those that are expensive, we believe that investors can reduce risk and enhance return over the course of a full market cycle. We have created a set of globally diversified investment solutions designed to address the ever-changing needs of today's markets. iCM’s turnkey strategies include, but are not limited to the following: iCM Tactical - Standard Models consist of ten investor profiles ranging from very conservative to more aggressive equity only models for qualified investors and/or investors that are less sensitive to taxes. Investments decisions are made via our contrarian valuation driven approach where we seek to overweight inexpensive opportunities and underweight those that are expensive. Investments are limited to registered products only and can include both active and passive investments. iCM Tactical - Standard with Alternatives Models consist of ten investor profiles ranging from very conservative to more aggressive equity only models for qualified investors and/or investors that are less sensitive to taxes. Investments decisions are made via our contrarian valuation driven approach where we seek to overweight inexpensive opportunities and underweight those that are expensive. Investments are limited to registered products only and can include both active and passive investments. Unlike the “Standard” models the “Standard with Alternatives” models have the flexibility to invest in liquid alternatives. iCM Tactical - Tax Sensitive Models consist of ten investor profiles ranging from very conservative to more aggressive equity only models and are typically for non-qualified investors and/or investors that are more sensitive to taxes. Investments decisions are made via our contrarian valuation driven approach where we seek to overweight inexpensive opportunities and underweight those that are expensive. Investments are limited to registered products only and can include both active and passive investments. While taxes are a consideration, they are not our first consideration. iCM Tactical - ETF Models consist of ten investor profiles ranging from very conservative to more aggressive equity only models for investors preferring an ETF based solution. While implementation is done via ETFs the program is not passive. Investments decisions are made via our contrarian valuation driven approach where we seek to overweight inexpensive opportunities and underweight those that are expensive. Investments are limited to registered products only and can include only ETFs. iCM Tactical ESG Models consist of five investor profiles ranging from very conservative to more aggressive models for investors seeking a socially responsible investment solution. Investments decisions are made via our contrarian valuation driven approach where we seek to overweight inexpensive opportunities and underweight those that are expensive. Investments are limited to registered products with a socially conscious or ESG-focused investment strategy, and can include both active and passive investments. iCM Tactical Income Closed-End Fund (TICE) portfolio is an actively managed closed-end fund (CEF) trading strategy that is allocated approximately 60% fixed income and 40% equity. Our goal is to construct a portfolio with market-like characteristics, but acquire it for a reasonable discount. We use proprietary research techniques, specifically quantitative models, to analyze and identify CEFs that are trading at statistically significant discounts to their NAVs. When combined with a thoughtful asset class valuation approach, we believe that we can provide a well- diversified portfolio with attractive yield characteristics and risk-adjusted returns over a long-term time horizon. iCM Strategic Beta Models are a suite of five strategies ranging from 10% equity/90% fixed income to 80% equity/20% fixed income and utilize a long-term strategic asset allocation framework. Each portfolio's equity allocation aims to provide global market exposure that has been proven through academic research to outperform over long term investment horizons; value, size & profitability. The Strategic Beta portfolios gain exposure to these factors via ETFs, which are sub-advised by Dimensional Fund Advisors (DFA). The portfolios' fixed income allocation also aims to align with the DFA framework, passively targeting term and quality factors that have been shown to produce attractive risk-adjusted returns over the long-term. iCM TICE Alpha Opportunities (TAO) Models consist of five investor profiles ranging from moderately conservative to more aggressive. TAO combines the asset class valuation driven approach utilized by iCM’s Tactical portfolios with the discount closed end fund strategy utilized by the Tactical Income Closed End (TICE) portfolio. TAO looks to overcome the challenges currently faced by traditional portfolio management by increasing return potential by focusing on attractively valued assets, adding incremental return via closed end fund premium/discount alpha, and enhancing yield characteristics by purchasing discounted closed end funds. Investments are limited to registered products only and can include only closed end funds (CEFs), ETFs, and mutual funds. Investment Management Services We offer discretionary portfolio management services where our investment advice is tailored to meet our clients’ needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information at the beginning of our advisory relationship. We will use the information we gather to develop an investment strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf in accordance with your risk profile and investing objectives. We also offer discretionary portfolio management services to clients as part of a tri-party arrangement with our firm, the Client, and the Client's appointed financial advisor (hereinafter "Client Adviser"). With these arrangements the Client Adviser will be responsible for collecting initial and ongoing Client personal and financial information, and will be responsible for immediately communicating relevant information to our firm. Like our firm, the Client Adviser serves as a fiduciary to you and must act in your best interest. As part of the Client Adviser’s responsibilities, he/she will select the investment strategy for your account(s). Additionally, the Client Adviser will determine whether your managed accounts are placed in a wrap fee program or a non-wrap fee program. You should discuss your investment objectives, the selected investment strategy and how your account will be managed, whether a wrap or non-wrap fee program is best for you, among any other investment suitability questions with your Client Adviser. As part of our portfolio management services we will invest your assets in one or more proprietary investment model strategies (noted above under Investment Management Programs). We will monitor your portfolio’s performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions and/or in your financial circumstances. Where appropriate we may also assist you with you establishing an account for purposes of holding certain securities. If you engage us for discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to effect purchases, sales, exchanges, re-balance, reallocation, and other transactions with respect to the managed assets in your account(s). Discretionary authority is typically granted by the investment advisory agreement you sign with our firm and/or through trading authorization forms. Changes in Your Financial Circumstances In providing the contracted services, we are not required to verify any information we receive from you or from your other professionals (e.g., attorney, accountant, etc.) and we are expressly authorized to rely on the information you provide and will manage your account in accordance with your designated investment objectives. It is responsibility to promptly notify us if there are ever any changes in your financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. The Program Fee Our annual fee for wrapped investment management services is based on the market value of your assets under management and is calculated as follows: Assets Under Management Maximum Annual Advisory Fee* $0 - $500,000 2.00% $500,001 - $1,000,000 1.75% $1,000,001 - $3,000,000 1.50% $3,000,001 - $5,000,000 1.25% Over $5,000,000 Negotiable *Maximum annual advisory fee includes our management fee, and the Client Adviser (if applicable). Our management fee is billed and payable quarterly

in advance based on the value of your account on the last day of the previous calendar quarter. The first quarter's fees will be calculated on a pro rata basis based on the initial value of your portfolio, which means the advisory fee is payable in proportion to the number of days in the quarter for which you are a client. Fees are negotiable, depending on individual client circumstances. Increases in the annual fee are only effective upon your receipt of prior written notice. We will deduct our fee directly from your account through the qualified custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. Further, the qualified custodian will deliver an account statement to you at least quarterly. These account statements will show all disbursements from your account. You should review all statements for accuracy. Either party may terminate the agreement at any time by providing written notice to the other party. If you terminate our services before the end of a calendar quarter, you will incur a pro-rata fee based on the number of days in the quarter that we managed your account. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. Wrap Fee Program Disclosures
• The benefits under a wrap fee program depend, in part, upon the size of the Account, the management fee charged, and the number of transactions likely to be generated in the Account. For example, a wrap fee program may not be suitable for Accounts with little trading activity. In order to evaluate whether a wrap fee program is suitable for you, you should compare the Program Fee and any other costs of the Program with the amounts that would be charged by other advisers, broker-dealers, and custodians, for advisory fees, brokerage and other execution costs, and custodial services comparable to those provided under the Program.
• In considering the investment programs described in this brochure, you should be aware that participating in a wrap fee program may cost more or less than the cost of purchasing advisory, brokerage, and custodial services separately from other advisers or broker-dealers.
• Our firm and Associated Persons receive compensation as a result of your participation in the Program. This compensation may be more than the amount our firm or the Associated Persons would receive if you paid separately for investment advice, brokerage, and other services. Accordingly, a conflict of interest exists because our firm and our Associated Persons have a financial incentive to recommend the Program.
• Similar advisory services may be available from other registered investment advisers for lower fees. Additional Fees And Expenses The Program Fee includes the costs of brokerage commissions for transactions executed through the Qualified Custodian (or a broker-dealer designated by the Qualified Custodian), and charges relating to the settlement, clearance, or custody of securities in the account. The Program Fee does not include mark-ups and mark-downs, dealer spreads, or charges for transactions not executed through the Qualified Custodian. Your account will be responsible for these additional fees and expenses. Additionally, Clients may be subject to additional fees charged by the client's acting custodian and/or regulatory authorities. We do not receive, directly or indirectly, any of the following fees that may be charged to you. All of these fees may not be applicable but if charged they include, among others:
• Accounts holding Alternative Investments will be charged an annual custodial fee per position per account per year and in addition to that, an upfront fee;
• Advisory fees and administrative fees charged by Mutual Funds/Exchange Traded Funds (ETFs);
• Custodial Fees;
• Deferred sales charges (on Mutual funds or annuities);
• Wire transfer and electronic fund processing fees; and/or,
• Annual IRA fees and/or IRA closing fees. The wrap program fees that you pay to our firm for portfolio management services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses. To fully understand the total cost you will incur, you should review all the fees charged by mutual funds, exchange traded funds, our firm, and others. Brokerage Practices We maintain relationships with several broker-dealers, and we require that you establish an account with a brokerage firm with which we have an existing relationship, such as Schwab or Folio Institutional, among others. Such relationships may include benefits provided to our firm, including but not limited to market information and administrative services that help our firm manage your account(s). We believe that recommended broker-dealers provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by recommended broker-dealers, including the value of the firm's reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. In recognition of the value of the services recommended broker-dealers provide, you may pay higher commissions and/or trading costs than those that may be available elsewhere. We have an institutional custodial relationship with Charles Schwab & Co., Inc. (Schwab), a FINRA- registered broker-dealer, member SIPC. Schwab Advisor Services (formerly called Schwab Institutional) is Schwab’s business serving independent investment advisory firms like us. We are independently owned and operated and not affiliated with Schwab. Schwab will hold your assets in a brokerage account and will buy and sell securities in your account(s) upon our instructions. While we recommend that you use Schwab as custodian/broker, you will decide whether to do so and you will open your account with Schwab by entering into an account agreement directly with them. Research and Other Soft Dollar Benefits Although not considered “soft dollar” compensation, iCM may receive some economic benefits from Schwab Advisor Services in the form of access to its institutional brokerage, trading, custody, reporting and related services, many of which are not typically available to Schwab retail customers. Schwab also makes 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. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us as long as we keep a certain level of our Clients’ assets in accounts at Schwab. If we have less than the stated amount in Client assets at Schwab, Schwab may charge us quarterly service fees. Below is a detailed description of Schwab’s support services: Services that Benefit You: Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our Clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that May Not Directly Benefit You: Schwab also makes available to us other products and services that benefit us but may not directly benefit you or your account. These products and services assist us in managing and administering our Clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or some substantial number of our Clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that:
• provide access to Client account data (such as duplicate trade confirmations and account statements);
• facilitate trade execution and allocate aggregated trade orders for multiple Client accounts;
• provide pricing and other market data;
• facilitate payment of our fees from our Clients’ accounts; and
• assist with back-office functions, recordkeeping, and Client reporting. Services that Generally Benefit Only Us: Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include:
• educational conferences and events;
• technology, compliance, legal, and business consulting;
• publications and conferences on practice management and business succession; and
• access to employee benefits providers, human capital consultants, and insurance providers. Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits such as occasional business entertainment of our personnel. iCM understands its duty for best execution and considers all factors in making recommendations to Clients. These research services may be useful in servicing all iCM Clients, and may not be used in connection with any particular account that may have paid compensation to the firm providing such services. While iCM may not always obtain the lowest commission rate, iCM believes the rate is reasonable in relation to the value of the brokerage and research services provided Brokerage for Client Referrals and Other Compensation We do not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. Trade Errors In limited circumstances, we may make an error in submitting a trade on your behalf. In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a trade error results in a loss, we will reimburse you or otherwise ensure that your account is made whole. To the extent the trade error results in a profit, we will follow the acting custodian's internal policy on how trade errors resulting in a profit are handled. Block Trades We typically combine multiple orders for shares of the same securities purchased for advisory accounts we manage (this practice is commonly referred to as "block trading"). We will then distribute a portion of the shares to participating accounts in a fair and equitable manner. The distribution of the shares purchased is typically proportionate to the size of the account, but it is not based on account performance or the amount or structure of management fees. There are no transaction costs under this wrap program. Accounts owned by our firm or persons associated with our firm may participate in block trading with your accounts; however, they will not be given preferential treatment. Assets Under Management / Advisement As of December 31, 2023, we provide continuous management services for approximately $198,166,408 in client assets on a discretionary basis. Our firm also provides advisory services to approximately $1,512,962,988 in assets under advisement where we manage the model portfolios but do not execute transactions.