Description of Services and Fees Capital Cities, LLC is an independent provider of investment consulting services to public funds, retirement plans, foundations, endowments, operating funds and trusts. Capital Cities, LLC is a registered investment adviser with the U.S. Securities and Exchange Commission and is headquartered in Indianapolis, Indiana. We are organized as a limited liability company under the laws of the State of Indiana. We have been providing investment advisory services since 1998. William Mauger and Joe Bill Wiley are principal owners owning 25% or more of Capital Cities, LLC.
The following paragraphs describe our services and fees. Refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to our clients' needs. As used in this brochure, the words "we," "our," and "us" refer to Capital Cities LLC, and the words "you," "your," "plan," and "client" refer to you as either a client or prospective client of our firm. Additionally, you may see the term Associated Person throughout this brochure. As used in this brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm.
Consulting and Management Services Our advice is specific to your investment objectives, time horizon, risk tolerance, asset class preferences and expected returns. The range of investment consulting services we offer is depicted below in our five-step process. While each client has unique needs and nuances, we encourage following the institutional process: 1. Review of Current Program - We will complete a study analyzing the portfolio's/plan's current position. The analysis will include recommendations of actions to be taken and a timeline for these actions to be completed. 2. Asset Allocation Modeling/Investment Structure Evaluation - We will assist in the preparation of asset allocation modeling. This includes; (i) development of investment policy guidelines, (ii) evaluation and development of asset allocation strategy and spending policy/liability coordination, (iii) suggestions of alternative investment manager structures, if appropriate, and (iv) identification of appropriate performance benchmarks. In the case of participant-directed plans, we will assist in the determination of an appropriate investment menu by evaluating whether there are gaps or overlaps in the investment structure. 3. Initial Investment Policies and Procedures - We will assist in the preparation of a written Investment Policy Statement (hereafter IPS) that typically includes; (i) duties of the investment committee, board, staff, custodian/recordkeeper, and consultants, (ii) investment objectives, (iii) investment guidelines, (iv) procedures for selection of investment managers and other vendors, and (v) benchmarks and procedures for monitoring investment performance. 4. Investment Manager and Custodian/Recordkeeper/Program Manager Search - We will assist in selecting investment managers and, if necessary, a custodian/recordkeeper/program manager. We will present the board and/or investment committee with recommendations for investment managers and/or custodian/recordkeeper/program manager that fit the fund/plan specifications and needs. 5. Retainer Services - We can be retained to provide ongoing services including periodic review of the IPS, periodic review of fees, searches for additional or replacement investment managers if needed, preparation of quarterly investment performance measurement reports, and presentation of reports at quarterly board and/or investment committee meetings. To enhance our investment consulting services, we are a member of the Independent Adviser Group (IAG), a division of Callan Associates Inc. ("Callan"). Callan is one of the largest institutional investment consulting firms in the country. The IAG is a group of independent investment advisory 4 firms with access to various services of Callan. Through our membership in the IAG, we have access to research and analytical software tools. Such services include capital markets and investment manager research. The analytical tools are used to assist in determining an appropriate asset allocation strategy, establishing investment manager structure, and monitoring portfolio and investment manager results relative to benchmarks and peer groups.
Other Services In limited circumstances, we may be engaged to monitor the account on a regular, but periodic basis. Subject to any written guidelines provided by you we will be granted discretion and

authority to perform various functions without further approval from you. Such functions include determining the securities and amount of securities to be purchased/sold for the purposes of periodically re-balancing the portfolio as changes in market conditions and your circumstances may require. In some cases, we may be granted discretionary authority to hire and fire managers and reallocate your assets to other funds, where such action is deemed to be in your best interest. Additionally, we may enter into non- discretionary arrangements, where we will obtain your approval prior to the execution of any trade.
In some cases, you may wish to engage us on a per-project basis. For example, we might conduct a fiduciary review, fee analysis, manager evaluation, etc.
Advisory Services to Retirement Plans As disclosed above, we offer various levels of advisory and consulting services to retirement plans ("Plan"). The services are designed to assist plan sponsors in meeting their management and fiduciary obligations to plan participants under the Employee Retirement Income Securities Act ("ERISA") to the extent the Plan is subject to ERISA. Pursuant to adopted regulations of the U.S. Department of Labor, we are required to provide the Plan's responsible plan fiduciary (the person who has the authority to engage us as an investment adviser to the Plan) with a written statement of the services we provide to the Plan, the compensation we receive for providing those services, and our status (which is described below). The services we provide to your Plan are described above, and in the service agreement that you have previously signed. Our compensation for these services is described herein at Item 4 and Item 5, and also in the service agreement. We do not reasonably expect to receive any other compensation, direct or indirect, for the services we provide to the Plan, unless the plan sponsor directs us to deduct our fee from the plan or directs the plan record-keeper to issue payment for our fee out of the Plan. If we receive any other compensation for such services, we will (i) offset the compensation against our stated fees, and (ii) we will promptly disclose the amount of such compensation, the services rendered for such compensation and the payer of such compensation to you. In providing services to the Plan, our status is that of an investment adviser registered under the Investment Advisers Act of 1940, and we are not subject to any disqualifications under Section 411 of ERISA. In performing fiduciary services, we are acting as a fiduciary of the Plan as defined in Section 3(21) under ERISA, and, to the extent applicable, as a discretionary fiduciary of the Plan as defined in Section 3(38) under ERISA.
Types of Investments We do not typically provide advice on individual securities such as individual company stocks or bonds. We may advise you on either a discretionary or non-discretionary basis to implement asset allocation strategies with investment managers via separately-managed accounts, mutual funds, exchange-traded funds, limited partnerships, and other commingled vehicles that may invest in some or all of these types of securities. You may request that we refrain from investing in particular securities or certain types of securities.
5 Assets Under Management** We provide investment consulting services to approximately 52 clients with assets totaling just over $35 billion as of December 31, 2023. The vast majority of these assets are advised to on a non- discretionary basis. In a few cases, clients delegate authority to us to take specific investment-related actions on their behalf. See "Item 16 – Investment Discretion" in this brochure. As of December 31, 2023, we manage $175,532,425 in client assets on a discretionary basis. We do not provide continuous supervision of these assets; however, we periodically re-balance the accounts. We also advise on $35,059,046,014 in client assets on a non-discretionary basis. This figure reflects the amount of assets for which we provide advice. We do not provide continuous supervision of these assets; however, we make periodic recommendations to the client or other plan fiduciaries.
**These assets do not meet the SEC's definition of "regulatory" assets under management and are not reported as such on Form ADV Part 1.
We are registered with the SEC, rather than state securities authorities, because we provide investment advice to employee benefit, governmental plans, or church plans with respect to assets having an aggregate value in excess of $200,000,000.