apital may charge the Funds a performance-based fee or carried interest to its Investors. Performance-based compensation may create an incentive for iCapital to make more speculative investments than would otherwise be made or make decisions regarding the timing and manner of realization of investments d

ent the assets of any clients for which it (or one of its affiliates) serves as general partner. Institutional Capital Network. Inc., the parent of iCapital, is owned by various persons, including certain management persons and employees of iCapital. none of which own 25% or more of the corporation. Mi

ge various service providers. Service providers to each Fund may be compensated as a fund expense (as described below) or may be compensated out of iCapital's fee. iCapital has engaged Dynasty Securities, LLC ("Dynasty") as a service provider for certain Funds. Dynasty may provide certain administrative

ration 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 underlying private equity or hedge fund managers with whom to invest the assets of its Private Ac

ed to be made by Investors to any Private Access Fund. Such capital contributions may be called on an irregular basis, although as previously noted, iCapital will require each Investor to make a capital contribution to a Private Access Fund on or before the date it is admitted to a Private Access Fund (w

ut client interest first at all times. Additional Compensation Mr. Pool is compensated by First Avenue Partners. Supervision Mr. Michael Stanton. iCapital's CCO. supervises Mr. Pool for compliance purposes. Mr. Stanton's contact information can be located on the cover page to this ADV 2B. CONFIDENTIAL

e investing in any Fund. The list of risk factors below is not a complete enumeration or explanation of the risks involved in an investment through iCapital or any of the Funds it manages. Prospective investors are urged to consult their professional advisers and review the offering memorandum and other

agreements with Fidelity Brokerage Services LLC and National Financial Services LLC (collectively, referred to as "Fidelity") pursuant to which the iCapital compensates Fidelity for providing certain administrative services in respect of investors who custody their investment in one or more iCapital Fund

rovide its investors access to portfolio management by a variety of Sub-Advisers selected by iCapital. Bottom-up Diligence (Private Equity Funds): iCapital's due diligence team is focused on conducting investment, operations, and legal due diligence on the Private Access Fund offerings made available on

GLDUS183 Dimension Capital Management iCapital Advisors, LLC Form ADV Part 2A Funds. The Gen II relationship will be managed by several iCapital executives. BNY Capital Corporation ("BNY") BNY holds a minority ownership interest in Institutional Capital Network, Inc., the parent company of

k where he leads enterprise-level platform integration with banks, asset managers. wirehouses and other large-scale organizations. Prior to founding iCapital, Mr. Vene was head of private real estate capital raising at Fir Tree Partners, a $12.5 billion AUM multi- strategy investment firm. He was also for

GLDUS183 Dimension Capital Management investment management agreement, if any, the Memorandum, and/or iCapital's Form ADV; (8) the Investor Fiduciary has carefully reviewed and understands the various risks of an investment in the Partnership, as well as t

unds or other products that may also be appropriate for particular clients. As a result, the Solicitation Agent's receipt of such payments from the iCapital creates a potential conflict of interest in the form of an additional financial incentive to the Solicitation Agent, its equity owners and investmen

he meaning of ERISA and/or the Code with respect to the Investor's proposed purchase of an Interest; (16) the Investor Fiduciary is independent of iCapital and its Affiliates, in that it has no relationship to, or interest in, any of the foregoing persons that might affect the exercise of its best judg

ration 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 underlying private equity or hedge fund managers with whom to invest the assets of its Private Ac

apital may charge the Funds a performance-based fee or carried interest to its Investors. Performance-based compensation may create an incentive for iCapital to make more speculative investments than would otherwise be made or make decisions regarding the timing and manner of realization of investments d

ent the assets of any clients for which it (or one of its affiliates) serves as general partner. Institutional Capital Network. Inc., the parent of iCapital, is owned by various persons, including certain management persons and employees of iCapital. none of which own 25% or more of the corporation. Mi

es of iCapital Advisors are instructed to put client interest first at all times. Additional Compensation None. Supervision Mr. Michael Stanton, iCapital's CCO, supervises Mr. Veronis for compliance purposes. Mr. Stanton's contact information can be located on the cover page to this ADV 2B. CONFIDENT

ge various service providers. Service providers to each Fund may be compensated as a fund expense (as described below) or may be compensated out of iCapital's fee. iCapital has engaged Dynasty Securities, LLC ("Dynasty") as a service provider for certain Funds. Dynasty may provide certain administrative

ncial or investor data. iCapital, its affiliates or the Funds may also be at risk of loss, despite efforts to prevent and mitigate such risks under iCapital's policies. Please refer to the applicable Fund's or Underlying Fund's PPM for further details. Item 9: Disciplinary Information iCapital does not