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Addison Capital, LLC
Form ADV, Part 2A
20 Ash Street
Suite 330
Conshohocken, Pennsylvania 19428
215.563.6919
Fax: 215.525.4424
www.AddisonCapital.com
March 31, 2026
This brochure (“Brochure”) provides information about the qualifications and business practices of
Addison Capital, LLC (“Addison Capital” or the “Adviser”). If you have any questions about the contents of
this brochure, please contact our Chief Compliance Officer (the “CCO”), Steven Benjamin, at 215-563-
6919.
The information in this brochure has not been approved or verified by the United States Securities and
Exchange Commission (the “SEC”) or by any state securities authority.
The Adviser is an investment adviser registered with the SEC. Registration with the SEC does not imply a
certain level of skill or training.
information about
the Adviser also
is available on
the SEC’s website at
Additional
www.adviserinfo.sec.gov.
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ITEM 2: MATERIAL CHANGES
Addison Capital is required to advise clients and prospective clients of any material changes to its Firm
Brochure (“Brochure”) since its last annual update. This Item discusses only specific material changes that
are made to this Brochure and provides clients with a summary of such changes. Addison Capital has made
the following material changes to this Brochure:
Addison Capital has made no material changes since its last amendment to this Brochure.
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ITEM 3: TABLE OF CONTENTS
1. Cover Page .................................................................................................................................... 1
2. Material Changes .......................................................................................................................... 2
3. Table of Contents .......................................................................................................................... 3
4. Advisory Business .......................................................................................................................... 4
5. Fees and Compensation ................................................................................................................ 4
6. Performance-Based Fees and Side-by-Side Management ............................................................ 5
7. Types of Clients ............................................................................................................................. 6
8. Methods of Analysis, Investment Strategies and Risk of Loss ....................................................... 6
9. Disciplinary Information ................................................................................................................ 9
10. Other Financial Industry Activities and Affiliations ....................................................................... 9
11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ................. 10
12. Brokerage Practices ..................................................................................................................... 11
13. Review of Accounts ...................................................................................................................... 12
14. Client Referrals and Other Compensation ................................................................................... 13
15. Custody ........................................................................................................................................ 13
16. Investment Discretion .................................................................................................................. 13
17. Voting Client Securities ................................................................................................................ 14
18. Financial Information ................................................................................................................... 14
Part 2B – Supplemental Information .................................................................................................. 15
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ITEM 4: ADVISORY BUSINESS
Advisory Business
Addison Capital provides investment supervisory services and furnishes investment advice to its clients
(“Clients”) through consultations. Addison Capital was previously registered as Addison Capital, Inc. Addison
Capital succeeded to the business of Addison Capital Inc. on October 10, 2023 as part of a change in corporate
form. Addison Capital is majority owned by Addison Capital Holdings, LLC. The company was founded in 2009
by Michael A. Church, who is the Chief Executive Officer (“CEO”) and principal owner of Addison Capital
Holdings LLC.
Addison Capital offers Clients investment advisory services, including strategy development as well as
portfolio development and monitoring services based upon the individual Client needs. Addison Capital’s
investment advice includes advice concerning portfolio management recommendations with respect to both
equity and fixed income markets – including specific companies and securities.
Addison Capital ordinarily tailors advisory services to the individual needs of Clients. This activity includes the
provision of regular advice concerning investments consistent with the circumstances, preferences, and
objectives of each Client as established during a Client’s initial and ongoing consultations. A Client’s asset
allocation of stocks, bonds, structured notes, alternative investments and liquid securities are structured to
match these circumstances, preferences, and objectives. The investment management process includes an
assessment of each Client’s objectives, needs, restrictions and current portfolio holdings and Client portfolios.
A Client’s portfolio will be structured with the goal of matching the portfolio’s liquidity, risks and asset
allocation to the Client’s individual circumstances with model portfolios used as appropriate. Client portfolios
and asset allocations may then change over time based on Client needs. Addison Capital also employs
rebalancing software and uses model portfolios for certain accounts. Clients may impose reasonable
restrictions on investing in certain securities or types of securities by requesting such restrictions.
Addison Capital may, from time to time, manage accounts on a fully discretionary or non-discretionary basis
without detailed knowledge of the circumstances, preferences, and objectives of the specific Client. In these
instances, Addison Capital will provide advice that is in the best interest of the Client based on its reasonable
understanding of the Client’s objectives.
Addison Capital does not offer wrap fee programs.
Addison Capital manages Client assets on both a discretionary and non-discretionary basis. As of December
31, 2025, Addison Capital managed $ 823,440,778 in discretionary assets and $ 300,598,423 in non-
discretionary assets.
ITEM 5: FEES AND COMPENSATION
Addison Capital is compensated for advisory management services by management fees equal to a percentage
of assets under management and/or by fixed fees for consultations. Fees are negotiable and may vary based
on total Client relationships and marketing considerations.
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Discussion of fees and other compensation provided below is general in nature. Fees and other compensation
that a Client pays are set forth in the Client’s relevant advisory agreement
Management Fees
Fees are negotiable and may vary based on total Client relationships and marketing considerations. The
maximum management fee is ordinarily 1.25% of a Client’s assets under management.
Consultation Fees
Addison Capital charges a fixed fee for consultations with financial institutions. These fixed consultation fees
are negotiated at time of contract signing.
Timing, Valuation and Deduction of Fees
The Adviser bills all Clients on a calendar quarterly basis, in advance. Quarterly management fees are based on
the average daily balance of assets under management for the previous quarter. Generally, fees are deducted
directly from Client accounts. Upon special request and consideration, invoices may be sent directly to the
Client. When a new account is opened, or when there are substantial deposits or withdraws in the account
(greater than $100,000), a pro-rated invoice (or credit) is generated based on the number of days left in the
calendar quarter. When an advisory agreement is terminated, the Client receives a refund of management
fees based on the number of days left in the quarter. If fees were deducted from the account, the pro-rated
refund is credited back to the same account. If the fees were paid directly by the Client, are fund check is issued.
Transaction-Based Compensation and Brokerage Fees and Expenses
The Adviser does not receive any transaction-based compensation.
The Adviser utilizes the services of broker-dealers to effect portfolio transactions and each Client will incur
brokerage and other transaction costs. Clients do not pay these brokerage and transaction costs to the Adviser.
For additional information, see the section on “Brokerage Practices,” under Item12 below.
Other Fees and Expenses
Client assets invested in mutual funds and other investment funds will ordinarily bear an additional
management fee charged by that fund, and Clients will, in effect, pay two advisory fees: a direct fee to Addison
Capital and an indirect fee charged at the fund level. Clients may also incur fees and costs if they make
transactions in ETFs, mutual funds, or other investments. Neither Addison Capital, nor any of its supervised
persons, accepts compensation for the sale of securities or other investment product. However, certain
employees of Addison Capital may receive additional compensation, including transaction-based
compensation, in connection with their employment by affiliates of Addison Capital as more fully described in
Item 10 of this Brochure.
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Addison Capital does not charge Clients performance-based fees.
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ITEM 7: TYPES OF CLIENTS
Addison Capital offers investment advisory services to individuals, high net worth individuals, banks and
thrift institutions, pension and profit sharing plans, state or municipal government entities, trusts, estates,
charitable organizations and corporations. Addison Capital typically requires accounts to be at least
$500,000 or greater in size; however, exceptions can be made in certain circumstances at the Adviser’s
discretion.
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Methods of Analysis and Investment Strategies
The Adviser employs a variety of methods of analysis to current and potential investments. Addison
Capital uses a combination of technical, fundamental and cyclical methods to assess risks and
opportunities in the capital markets. Fundamental data helps identify companies, industries, and sectors
with compelling financial characteristics. Technical data help identify securities with attractive supply-
demand characteristics. Cyclical data uses macroeconomic analysis to help identify market trends.
Investing in securities involves risk of loss that all Clients should be prepared to bear.
The main sources of information used by Addison Capital include financial newspapers and magazines,
inspections of corporate activities, research materials prepared by others, corporate rating services,
annual reports, prospectuses, SEC filings and company press releases. Addison Capital ordinarily seeks to
invest in securities with longer-term horizon, both to realize preferable tax rates on long-term capital gains
and to manage trading expenses. We may sell securities that meet our appreciation objectives or
experience unfavorable fundamental or technical developments in shorter time spans. Our principal focus
is to invest our Clients’ funds to achieve long-term capital appreciation. From time to time, and where
suitable to Client circumstances and preferences, we may use additional instruments to seek to achieve
Client goals.
Addison Capital offers advice on the following types of investments: equity securities (including exchange-
listed, over-the-counter, and foreign issuers), warrants, corporate debt securities, commercial paper,
certificates of deposit, structured notes, municipal securities, mutual fund shares, government securities
and private investment funds.
Material Risks
Every investment involves some degree of risk of loss. Below is a summary of certain risks associated with
portfolios managed by Addison Capital. These risk factors include certain risks the Adviser believes to be
material, significant or unusual and relate to particularly significant strategies or methods of analysis
employed by the Adviser. There is no certainty of return with respect to any such investment. There is no
guarantee that a Client will achieve its goals, objectives or targeted returns.
• General Economic and Market Conditions. Challenging economic and financial market conditions may
result in an increase in the number of investments that result in losses, which could adversely affect
their results of operations.
• Asset Allocation Risk. Asset allocation strategies may result in investments that are concentrated in
certain asset classes, industries, or geographic areas. Asset allocation strategies may also be
diversified among different asset classes. Market conditions may, at different times, be more
favorable toward a concentrated or diversified asset allocation strategy. There is a risk that Clients
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will not be in a favorable asset allocation strategy at any given time. Asset allocation strategies may
change over time.
• Credit Risk. Fixed income securities and structured notes involve the risks that an issuer could default
on its obligation to make interest payments or repay the principal value of the security. An issuer may
be unable to make such payments in the case of bankruptcy, which could lengthen the time until
payment.
• Cyber Security Risk. As the use of technologies, such as the internet, has become more common in
conducting business, the Adviser, underlying ETFs and their service providers may be more susceptible
to operational, information security, and related risks in connection with breaches in cyber security.
Generally, a cyber security failure may result from either intentional attacks or unintentional events
and include, but are not limited to, gaining unauthorized access to digital systems, misappropriating
assets or sensitive information, causing a Client to lose proprietary information, corrupting data, or
causing operational disruption, including denial-of-service attacks on websites. A cyber security failure
could cause the Adviser, or ETFs, closed-end funds and/or their service providers to become subject
to regulatory penalties, reputational damage, additional compliance costs associated with corrective
measures, and/or financial losses. The Adviser has established policies and procedures reasonably
designed to reduce the risks associated with cyber security failures, however, there can be no
assurance that these policies and procedures will prevent or mitigate the impact of cyber security
failures.
•
• Equity Securities Risk. Equity securities involve a higher risk of loss, and higher potential for gain, than
investments in fixed income securities. The value of equity securities may vary significantly over time.
Fixed Income Securities Risk. The value of fixed income securities will fluctuate with changes in interest
rates. If rates increase, the value of fixed income securities usually falls. If rates decrease, the value of
a fixed income investment usually rises. Fixed income securities with longer maturities may be more
volatile in the case of changing interest rates compared to fixed income securities with shorter
maturities. Fixed income securities are also exposed to credit risk.
• Government Securities. U.S. government securities issued by the U.S. Treasury and by U.S.
government agencies and instrumentalities are exposed to interest rate risk and credit risk.
•
• Private Investment Funds. Addison Capital advises certain Clients on their investments in third-party
private equity, venture capital, private real estate, hedge funds and related vehicles (collectively,
“Private Funds”). Additionally, an affiliate of Addison Capital sponsors a private fund as described in Item
10, and certain Clients of Addison Capital may determine to invest in that vehicle. Clients of Addison
Capital retain investment discretion over the determination to invest in any affiliated or third-party or
Private Fund. Private Funds are unregistered investment companies that invest and trade in many
different market strategies, and instruments (including securities, non-securities and derivatives) and
that employ different investment, hedging, leverage and arbitrage methodologies. Certain private funds
are illiquid or have only limited liquidity. Private Funds are not subject to the same regulatory
requirements as mutual funds and other registered investment companies, including governance,
diversification and liquidity requirements. There are substantial risks in investing in Private Funds, and
persons interested in investing in Private Funds should thoroughly review each Private Fund’s offering
documents with the investor’s financial, legal and tax advisors to determine whether an investment in
the Private Fund is suitable for the investor in light of the investor’s investment objectives, financial
circumstances and tax situation.
Interest Rate Risk. The financial performance of investment will be influenced by changes in interest
rates, in particular as such changes may impact the values of bonds, funds, structured notes and cash
allocations in Client accounts. Interest rates are highly sensitive to many factors, including government
monetary and tax policy, economic and political conditions, and other factors.
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•
•
•
International Investments. Clients may be exposed to assets located in countries around the world. Risks
associated with investments in non-U.S. securities include exposure to currency fluctuations, reduced
liquidity, different political, regulatory, and legal systems, and increased volatility.
Structured Notes. The structured note market evolved as a way to give investors exposure to indices and
risks which were otherwise not available to them. The coupon attached to a structured note could
depend on a wide variety of indices: U.S. or foreign interest rates, U.S. or foreign swap rates, foreign
exchange rates or equity indices. The value of such a structured note is closely linked to the level of the
relevant index (or indices). Moreover, the coupon may have an optional or contingent dependence on
an index (or indices) increasing the complexity of any related hedge. Structured notes are also
susceptible to liquidity risks, credit risks and interest rate risks.
Liquidity Risk. Liquidity risk is the risk that a security will be difficult or impossible to buy or sell quickly
without impacting its market value. An ETF or closed-end fund in a Client’s account may be difficult to
buy or sell due to a lack of market liquidity in the shares of the fund or due to a lack of liquidity in the
market for the fund’s underlying securities. Purchase and sell orders may be delayed temporarily or
permanently, resulting in liquidity risk for Clients.
• Operational Risks. Many investments are subject to operational risks – risks that the internal processes
and systems designed to operate a business, property or other entity safely and efficiently are in some
fashion inadequate or that the individuals tasked with managing such processes and systems fail to
properly carry out their functions
• Pandemic Risk. Disease outbreaks that affect local economies or the global economy may materially
and adversely impact Client portfolios and/or our business. For example, uncertainties regarding the
novel coronavirus (COVID-19) outbreak have resulted in serious economic disruptions throughout the
world. These types of outbreaks can be expected to cause severe decreases in core business activities
such as manufacturing, purchasing, tourism, business conferences and workplace participation,
among others. These disruptions lead to instability in the marketplace, including stock market losses
and overall volatility, as has occurred in connection with COVID-19. In the face of such instability,
governments may take extreme and unpredictable measures to combat the spread of disease and
mitigate the resulting market disruptions and losses. The Adviser has in place business continuity plans
reasonably designed to ensure that we maintain normal business operations, and that our investment
funds, portfolios and Client assets are protected, and we periodically test those plans. However, in the
event of a pandemic or an outbreak, there can be no assurance that we or our investment funds’ and
portfolios’ service providers will be able to maintain normal business operations for an extended
period of time or will not lose the services of key personnel on a temporary or long-term basis due to
illness or other reasons. The full impacts of a pandemic or disease outbreaks are unknown, resulting
in a high degree of uncertainty for potentially extended periods of time.
• Municipal Securities Risk. Municipal securities can be affected by political or economic changes, as
well as changes in taxation, interest rates, lack of information about certain issuers of municipal
securities, legislative changes or the rights of municipal security holders. Municipal securities backed
by current or anticipated revenue from a specific municipal project or expected municipal income can
be negatively affected by the inability to collect revenues for the project or from the assets.
• Risks Related to Warrants and Rights. Warrants are securities that give the holder the right to purchase
a given number of shares of common stock at a specified price and time. Investments in warrants and
rights involve certain risks, including the possible lack of a liquid market, price volatility, and risks
related to the common stock of the issuer. Warrants are also exposed to the risk that if the warrant is
not exercised within the specified time period or consistent with the terms of the issuer, it may become
valueless.
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ITEM 9: DISCIPLINARY INFORMATION
Addison Capital does not have any disciplinary information to disclose in this Item 9.
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
An affiliate of the Adviser, Nest Investments LLC (“Nest Investments”), provides investment advisory and
related services under separate registration with the SEC and is not covered by this Brochure. The Adviser
and Nest Investments may (but do not necessarily) have common policies and procedures and/or share
certain advisory personnel, but are treated as separate and distinct companies and SEC registrants. Nest
Investments offers investment advice to Clients online and at computer kiosks that are connected to the
internet and located in third-party financial institutions, including regional and community banks. Further
information on Nest Investments can be found in the public disclosures on Form ADV for that firm.
An affiliate of the Adviser, Nest Investments BD LLC, provides services to legacy bank depositor Clients. Nest
Investments BD is a FINRA registered broker/dealer and is not covered by this brochure. Certain principals
and employees of the Adviser are also principals and/or registered representatives of Nest Investments BD
LLC. Certain of these registered representative of Nest Investments BD LLC receive compensation for selling
annuities and other financial products in their capacity as employees of Nest Investments BD LLC. Nest
Investments BD LLC does not execute trades, act as custodian, or provide any other service to Clients of
Addison Capital.
An affiliate of the Adviser, Nest Insurance, LLC (“Nest Insurance”), provides insurance and annuity products
and consulting to customers of Nest Investments. Certain principals and employees of the Adviser are also
principals and/or have insurance licenses held at Nest Insurance. Clients of the Adviser may receive insurance
and/or annuity consulting from Nest Insurance upon request. Nest Insurance receives its customary
compensation for any products purchased by a client of the Adviser.
An affiliate of the Adviser, Numismatic, LLC, provides investment advice to a Private Fund that invests in digital
assets and venture-stage companies, and a separate affiliate of the Adviser, Numismatic GP, LLC, serves as
the general partner of that Private Fund. Numismatic, LLC and Numismatic GP, LLC are independent firms and
are not covered by this brochure. Clients of Addison Capital may invest in the Private Fund sponsored by
Numismatic, LLC, but Addison Capital does not make any investment decisions. Clients of Addison Capital
retain investment discretion over the determination to invest in any affiliated or third-party or Private Fund.
The Adviser is solely engaged in the business of giving investment advice. The Adviser or its principal executive
officers or related persons, have no other financial industry activities or affiliations other than the ones
disclosed herein. The Adviser does not recommend or select other investment advisers.
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ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL
TRADING
Code of Ethics
The Adviser serves as a fiduciary for its Clients and, as such, has the responsibility to render professional,
continuous and unbiased investment advice. As fiduciaries, all of the Adviser’s employees owe Clients a
duty of honesty, good faith and fair dealings. At all times, the Adviser acts in the best interest of its Clients
and avoids or discloses all conflicts of interest. All employees must uphold the applicable laws governing
the capital markets and must comply with all federal and state securities regulations. Any breaches of the
principles in the Code of Ethics may result in disciplinary action up to and including termination. A
complete copy of the Adviser’s Code of Ethics is available to any Client or prospective Client upon written
request.
Clients of Addison Capital may invest in the private fund managed by its affiliate, Numismatic, LLC, and
Addison Capital may also determine sponsor its own private funds in the future. Addison Capital has a
financial incentive to recommend an investment in private funds managed by itself or an affiliate. The
Adviser manages this conflict by considering the suitability of the investment in light of each Client’s
objectives and restrictions and by providing any Client considering such an investment with a private
placement memorandum for each private fund which outlines, among other things, the risks, fees and
conflicts of interest related to the private fund. Ultimately, Clients retain final discretion with respect to
making an investment into a private fund whether sponsored by the Adviser, an affiliate of the Adviser or
a third party.
Personal Trading
From time to time, Addison Capital’s officers and employees invest alongside the firms’ Clients, both to
align the interests of firm personnel and firm Clients, and as an expression of confidence in our portfolio
management efforts. In an effort to minimize any conflicts that may arise when placing trades for personal
accounts, all employee trades will be blocked with customer trades to the extent possible and will be
average-priced with customer trades accordingly. No security may be purchased/sold in an employee
account the day before the same security is purchased/sold for a Client without prior approval, unless the
Client receives better pricing. The only accounts exempt from this requirement are transactions effected
pursuant to an automatic investment plan.
Addison Capital does not buy or sell for Client accounts any securities in which Addison Capital or a related
person has a material financial interest.
Proprietary Transactions; Participation or Interest in Client Transactions
From time to time, the Adviser’s officers and employees invest alongside Clients in securities selected by the
Adviser or its affiliate, Nest Investments, both to align the interests of firm personnel and firm Clients, and as
an expression of confidence in its portfolio management efforts. In an effort to minimize any conflicts that may
arise when placing trades for personal accounts, all employee trades will be blocked with customer trades to
the extent possible and will be average-priced with customer trades accordingly. No security may be
purchased/sold in an employee account the day before the same security is purchased/sold for a Client without
prior approval, unless the Client receives better pricing. The only accounts exempt from this requirement are
transactions effected pursuant to an automatic investment plan.
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Gifts and Entertainment
The Adviser has policies in place governing the types and value of gifts and forms of entertainment that
its employees may accept from broker-dealers, vendors, current or prospective Clients.
ITEM 12: BROKERAGE PRACTICES
Brokerage Recommendations
In most circumstances, where a Client has not previously made custodial arrangements, Addison Capital
will recommend that the Client use a particular broker-dealer to act as custodian for the funds and
securities to be managed. In those cases, Addison Capital generally recommends one broker-dealer with
whom Addison Capital has negotiated rates believed to be beneficial to Addison Capital and its Clients:
Charles Schwab & Co., Inc. (“Schwab”).
Addison Capital is independently operated and owned and is not affiliated with Schwab.
Directed Brokerage
If a Client directs where his or her brokerage is placed by Addison Capital, Addison Capital will not seek to
negotiate commission rates for the Client, as these will have been already agreed between the Client and
the broker-dealer. As such, a Client who directs brokerage should consider that the Client: (i) may pay
higher commissions on some transactions than may be attainable by Addison Capital, or may receive less
favorable execution of some transactions or both; (ii) may forego any benefit on execution costs that could
be obtained for Clients through negotiated volume discounts on bunched transactions; (iii) may not be able
to participate in the allocation of a new issue, if the new issue shares are provided by another broker; (iv)
may receive execution of a particular trade after the execution of such trade for Clients who have not
directed the brokerage for their accounts; and (vii) may not experience returns equal to Clients who have
not directed brokerage for their accounts.
Soft Dollars
Addison Capital does receive “soft dollar” benefits in exchange for Client brokerage fees.
Addison Capital primarily relies on its in-house research to provide buy and sell recommendations. However,
Addison Capital does acquire research services provided by third-party vendors, some of which it pays for
with brokerage fees and commissions, sometimes referred to as “soft dollars.”
The services that Addison Capital may receive include:
• Technology
• Management meetings
• Conferences
• Research on specific industries
• Research on specific companies
• Macroeconomic analyses
• Analyses of national and international events and trends
• Access to experts on a particular sector, industry or security
• Evaluations of thinly traded securities
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• Computerized trading screening techniques and securities ranking services
• General research services (i.e., Bloomberg, FactSet)
• Alternative data subscriptions
Consistent with the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, as
amended, Addison Capital will sometimes select brokers that charge higher commissions to provide
brokerage and research services than would be charged by brokers providing trade execution services only.
This benefits Addison Capital because it does not have to pay for research products or services. Such benefit
gives Addison Capital an incentive to select a broker-dealer based on its interest in receiving the research
products or services rather than on its clients’ interest in receiving the most favorable execution.
Addison Capital periodically monitors execution and commission rates for trades placed with such brokers to
assess the overall quality of such trade executions versus comparable trades with non “soft dollar” brokers.
Research or other services obtained in this manner are used in servicing any or all of Addison Capital’s
accounts. This includes accounts other than those that pay commissions to the broker providing soft dollar
benefits. Therefore, such products and services may disproportionately benefit certain accounts to the
extent that the commissions from such accounts are not used to purchase such services.
In certain cases, a research service may serve additional functions that are not related to the making of
investment decisions (such as technology, accounting, record keeping or other administrative matters).
Where a product obtained with commissions has such a mixed use, Addison Capital will make a good faith
allocation of the cost of the product according to its use. Addison Capital will not use soft dollars to pay for
services that provide only administrative or other non-research assistance.
Brokerage, Generally
Addison Capital may, at its discretion, aggregate trades done for multiple accounts in order to reduce
commissions and execution costs. All accounts for whom trades are aggregated will receive an average
execution price. In cases when a trade is not completed in a single day, Addison Capital will allocate the
traded shares either randomly or pro-rata among all of the accounts in the trade block. The choice of an
allocation method for a particular trade will be based on a variety of factors, including percentage of the
trade completed, ability to settle the transactions efficiently and potential costs to Clients.
Errors may occur in the process of making or implementing investment decisions on behalf of Clients.
Addison Capital has policies in place to shield Clients from any negative effects of an error caused by
Addison Capital. Errors may arise in various situations due to clerical errors or violations of account
restrictions. Addison Capital’s primary goal will be to correct the error as soon as practicable after being
found. Procedures have been put in place to identify and resolve such errors.
ITEM 13: REVIEW OF ACCOUNTS
Account reviews are conducted on an ongoing and periodic basis. The Adviser uses both software and
manual reviews to monitor accounts. The Adviser has automated systems in place to track account
performance and monitor consistency with target asset allocations. All investment advisory Clients are
advised that it remains their responsibility to advise Addison Capital of any changes in their investment
objectives, tax status, and/or financial situation. All Clients (in person or via telephone) are encouraged to
review financial planning issues (to the extent applicable), tax status, investment objectives and account
performance on an annual basis.
Monthly or quarterly asset statements denoting market values, book values, transactions, as well as a
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complete listing of all securities held in the portfolio, are provided by the Clients’ custodian. Transaction
confirmations are provided by the custodian within the required time-frame. Upon request, Addison
Capital will provide Clients a quarterly appraisal of their account, broken down by type of security and
industry sector. Addison Capital recommends that Clients cross reference any reports received against the
statements provided by their custodian.
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION
The Adviser has entered into agreements (“Solicitor Agreements”) with third party solicitors (“Solicitor”),
whereby the Adviser compensates the third-party for referring Clients to the Adviser, and the Adviser may
determine to engage additional Solicitors in the future. A Solicitor Agreement creates an incentive for a
Solicitor to refer a prospective Client to the Adviser, even if a Solicitor would not otherwise make the
referral. There is no differential in the management fees charged to a Client and the Adviser will not charge
Clients any additional fees or expenses as a result of Solicitor Agreements. A referral by a Solicitor should
not be viewed by a Client as an endorsement of the Adviser’s services.
The Adviser has a referral arrangement with a banking entity that also holds a minority equity interest in
the firm. As an equity owner, the financial institution may benefit from the growth and profitability of the
Adviser’s business. Under the arrangement, Addison Capital compensates the bank for client referrals,
which may create a potential conflict of interest, as the institution could have a financial incentive to refer
clients to the Adviser. Addison Capital remains committed to acting in the best interests of its clients,
ensuring that all recommendations and referrals are based solely on client needs and suitability.
Additionally, some of the broker-dealers Addison Capital trades with may allocate a portion of the
commissions our Clients pay to be used by us for research. These “soft dollar” arrangements help our
firm make investment decisions, but they may have the effect of increasing clients’ transaction costs.
Addison Capital benefits from the arrangement because the cost of these services would otherwise be
borne directly by us. You should consider these conflicts of interest when selecting a custodian. The
products and services provided by your custodian, how they benefit us, and the related conflicts of
interest are described above (see Item 12—Brokerage Practices).
ITEM 15: CUSTODY
Under the SEC’s Rule 206(4)-2 (the “Custody Rule”) Addison Capital is deemed to have custody of certain
Client accounts because of standing letters of authorization from those Clients directing Addison Capital
to periodically move money between or out of those accounts.
Addison Capital will not have custody over other Client funds or securities. All Client funds and securities
will be held at a broker-dealer, bank or other qualified custodian.
Clients should receive at least quarterly statements from the broker-dealer, bank or other qualified
custodian that holds and maintains Clients’ investment assets. Addison Capital urges you to carefully
review such statements and compare such official custodial records to the account statements that we
may provide to you. Our statements may vary from custodial statements based on accounting procedures,
reporting dates, or valuation methodologies of certain securities.
ITEM 16: INVESTMENT DISCRETION
The Adviser manages Client accounts on both a discretionary and non-discretionary basis. Clients are
into an advisory agreement and make additional authorizations and/or
required to enter
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acknowledgements before the Adviser will manage Client assets on a discretionary basis. Clients will have
an opportunity to place reasonable restrictions on the management of their account by telling the Adviser
during their consultation.
ITEM 17: VOTING CLIENT SECURITIES
The Adviser may receive information regarding the voting of Client securities and proxy voting proposals with
respect to Client investments. The Adviser also, from time to time, receives amendments, consents or
resolutions applicable to investments (collectively, “proxies”). When the Adviser holds authority to vote such
proxies on behalf of a Client, it seeks to vote each proxy in the best interest of that Client and in a manner
consistent with its duties to the Client.
Due to the difficulty of predicting and identifying material conflicts, the Adviser relies on its employees to notify
it of material conflicts that may impair the Adviser’s ability to vote proxies appropriately. If a material conflict
exists, the Adviser, with the assistance of management, legal counsel, and certain other persons such as an
outside proxy voting service or consultant, outside counsel and/or others deemed appropriate, will determine
the direction in which Adviser should vote on the proposal. One Client’s best interests with respect to a proxy
vote may diverge from the interests of other Clients. This may result in Adviser casting votes that differ from
votes cast for other Clients or in Adviser taking other steps to mitigate any conflicts that may arise. In no event,
however, will Adviser be obligated to vote, or refrain from voting its own securities, securities held by another
Client or securities held by an affiliate in a manner that is inconsistent with Adviser’s view as to the best
interests of such holders, simply because a Client has a differing interest.
A copy of the Adviser’s proxy voting policy and other information may be obtained by contacting our CCO,
Steven Benjamin, at 215-563-6919.
ITEM 18: FINANCIAL INFORMATION
Registered Investment Advisers are required in this section to provide you with certain financial information
or disclosures about their financial condition. Addison Capital has no financial commitment that impairs its
ability to meet contractual and fiduciary commitments to Clients, and has not been the subject of a
bankruptcy proceeding.
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Addison Capital, LLC
Form ADV, Part 2B
20 Ash Street
Suite 330
Conshohocken, Pennsylvania 19428
215.563.6919
Fax: 215.525.4424
www.AddisonCapital.com
This brochure supplement (“Brochure Supplement”) provides information about the following supervised
persons of Addison Capital, LLC (“Addison Capital” or the “Adviser”):
Michael A. Church
Steven Benjamin
Morgan Frees
This Brochure Supplement accompanies the Adviser’s Form ADV Part 2A (the “Brochure”). If you have any
questions about the contents of the Brochure or this Brochure Supplement, please contact our Chief
Compliance Officer (the “CCO”), Steven Benjamin at 215-563-6919.
Additional information about the supervised persons described in this Brochure Supplement is available
on the SEC’s website at www.adviserinfo.sec.gov.
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ITEM 2: EDUCATION, BACKGROUND AND BUSINESS EXPERIENCE
Name
Michael A. Church
Year Born
1981
Education
• B.A. Rider University
• M.B.A. Rider University
Business Experience
Mr. Church is the Chief Executive Officer (“CEO”) and principal owner of Addison Capital.
ITEM 3: DISCIPLINARY INFORMATION:
Not applicable.
ITEM 4: OTHER BUSINESS ACTIVITIES
In addition to being CEO of Addison Capital, Mr. Church is CEO of Nest Investments LLC, an SEC registered
investment adviser; CEO of Nest Investments BD LLC, a FINRA registered broker/dealer; Principal of Nest
Insurance LLC, and Managing Partner of Numismatic, LLC and Numismatic GP, LLC, the investment adviser
and general partner of a private investment fund focused on digital assets. No other business activity
constitutes a substantial amount of Mr. Church’s time or compensation. Mr. Church ordinarily devotes
60% of his business time to the business and affairs of Addison Capital.
ITEM 5: ADDITIONAL COMPENSATION
As CEO, Mr. Church receives a salary from Nest Investments. Additionally, as an owner of Nest
Investments LLC, Nest Investments BD LLC, Numismatic, LLC and Numismatic GP, LLC, Mr. Church will
ordinarily receive profits distributions from those entities for any years in which they are profitable.
ITEM 6: SUPERVISION
As Addison Capital’s CEO and principal owner, Mr. Church does not have a person who acts as his direct
supervisor, however, Addison Capital has adopted written policies and procedures which are designed to
set standards and internal controls for the firm, its employees, and its businesses and are also reasonably
designed to prevent, detect, and correct any violations of regulatory requirements and the Adviser’s
policies and procedures. Every employee and manager is required to be responsible for and monitor those
individuals they supervise to detect, prevent, and report any activities inconsistent with the firm’s
procedures, policies, high professional standards, or legal/regulatory requirements. Addison Capital’s
CCO, Steven Benjamin, is primarily responsible for ensuring that Mr. Church is compliant with the firm’s
policies and procedures. Clients of Addison Capital who wish to discuss a matter concerning the actions
of Mr. Church, may contact Mr. Benjamin at 215-563-6919, who will seek to resolve the matter, refer it to
Mr. Church, or take other action, as appropriate.
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ITEM 2: EDUCATION, BACKGROUND AND BUSINESS EXPERIENCE
Name
Steven R. Benjamin
Year Born
1980
Education
• B.A. University of Delaware
Business Experience
Mr. Benjamin is currently Partner, Investment Advisor, and Chief Compliance Officer at Addison Capital.
Mr. Benjamin previously held roles in banking and trading at Rosemawr Management, REVL Capital Group,
Kildare Capital and Morgan Stanley.
ITEM 3: DISCIPLINARY INFORMATION:
Not applicable.
ITEM 4: OTHER BUSINESS ACTIVITIES
In addition to his position with Addison Capital, Mr. Benjamin provides services for a related adviser of
Addison Capital, Nest Investments LLC, an SEC registered investment adviser and Nest Investments BD
LLC, a FINRA registered broker/dealer. No other business activity constitutes a substantial amount of Mr.
Benjamin’s time or compensation. Mr. Benjamin ordinarily devotes 95% of his business time to the
business and affairs of Addison Capital.
ITEM 5: ADDITIONAL COMPENSATION
Mr. Benjamin receives no additional compensation.
ITEM 6: SUPERVISION
Addison Capital has adopted written policies and procedures which are designed to set standards and
internal controls for the firm, its employees, and its businesses and are also reasonably designed to
prevent, detect, and correct any violations of regulatory requirements and the Adviser’s policies and
procedures. Every employee and manager is required to be responsible for and monitor those individuals
they supervise to detect, prevent, and report any activities inconsistent with the firm’s procedures,
policies, high professional standards, or legal/regulatory requirements. Mr. Benjamin is Addison Capital’s
Chief Compliance Officer and is primarily responsible, in consultation with Mr. Church, for ensuring that
all employees are compliant with the firm’s policies and procedures. Mr. Benjamin can be reached at 215-
563-6919.
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ITEM 2: EDUCATION, BACKGROUND AND BUSINESS EXPERIENCE
Name
Morgan C. Frees
Year Born
1991
Education
• B.S. Finance, Business Management – University of Delaware (2014)
Business Experience
Mr. Frees is currently a Wealth Advisor at Addison Capital (Director, November 2023 to present). Mr. Frees
previously managed relationships & portfolios for J.P. Morgan Private Bank (Vice President, October 2016
to October 2023), and also spent time at Ernst & Young (Senior Consultant, September 2014 to October
2016).
ITEM 3: DISCIPLINARY INFORMATION:
Not applicable.
ITEM 4: OTHER BUSINESS ACTIVITIES
In addition to his position with Addison Capital, Mr. Frees provides services for a related adviser of Addison
Capital, Nest Investments LLC, an SEC registered investment adviser and holds insurance licenses at Nest
Insurance LLC. No other business activity constitutes a substantial amount of Mr. Frees’ time or
compensation. Mr. Frees ordinarily devotes 100% of his business time to the business and affairs of
Addison Capital.
ITEM 5: ADDITIONAL COMPENSATION
As an adviser, Mr. Frees receives a salary from Nest Investments. Mr. Frees could also receive commissions
for selling annuities and other investment products through Nest Investments BD LLC.
ITEM 6: SUPERVISION
Addison Capital has adopted written policies and procedures which are designed to set standards and
internal controls for the firm, its employees, and its businesses and are also reasonably designed to
prevent, detect, and correct any violations of regulatory requirements and the Adviser’s policies and
procedures. Every employee and manager is required to be responsible for and monitor those individuals
they supervise to detect, prevent, and report any activities inconsistent with the firm’s procedures,
legal/regulatory requirements. Addison Capital’s Chief
policies, high professional standards, or
Compliance Officer, Steven Benjamin, is primarily responsible, in consultation with Mr. Church, for
ensuring that Mr. Frees is compliant with the firm’s policies and procedures. Mr. Benjamin can be reached
at 215- 563-6919.
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