ATCAP PARTNERS, LLC

1445 Research Blvd., Suite 530, Rockville, MD 20850 March 30, 2026 This Brochure provides you information about the qualifications and business practices of AtCap Partners LLC. If you have any questions about the contents of this Brochure, please contact us at 866-842-3356. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about AtCap Partners, LLC ("AtCap") is available on the SEC's website at www.advisorinfo.gov.  Summary of Material Changes This Brochure, dated March 30, 2026, has been updated as part of our annual renewal of AtCap Partners, LLC Form ADV. You may request a copy of our Brochure by contacting Angela Holland at 240-223-1988. Additional information about us is also available via the SEC's website w ww.adviserinfo.sec.gov. The SEC's website also provides information about any persons affiliated with us who are registered, or are required to be registered, as an Investment Adviser Representative of our firm. ii  Table of Contents COVER PAGE ........................................................................................................................................................................... i SUMMARY OF MATERIAL CHANGES .................................................................................................................................. ii TABLE OF CONTENTS ..............................................................................................................................................................iii ADVISORY BUSINESS ............................................................................................................................................................ 01 FEES AND COMPENSATION................................................................................................................................................... 04 PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................................................................. 07 TYPES OF CLIENTS ................................................................................................................................................................. 08 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, RISK OF LOSS ........................................................................... 08 DISPLINARY INFORMATION .................................................................................................................................................. 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...................................................................................... 10 CODE OF ETHICS, PARTICIPATION OR INTERESTS IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................................................................................ 11 BROKERAGE PRACTICES ....................................................................................................................................................... 12 REVIEW OF ACCOUNTS .......................................................................................................................................................... 13 CLIENT REFERRALS AND OTHER COMPENSATION ............................................................................................................. 14 CUSTODY .................................................................................................................................................................................. 14 INVESTMENT DISCRETION ..................................................................................................................................................... 15 VOTING CLIENT SECURITIES ................................................................................................................................................. 15 FINANCIAL INFORMATION ...................................................................................................................................................... 15 BROCHURE SUPPLEMENT (PART 2B OF FORM ADV) Provided by IAR ............................................................................... 16 iii  Advisory Business In this brochure references to "we," "us," "our," "our firm" or "AtCap" refer to AtCap Partners, LLC. Our firm's clients and prospective clients are referred to as "you," "your," or "our clients." Our Officers and Owners We are a limited liability company formed under the laws of the State of Maryland. We are an SEC registered investment adviser. SEC registration does not imply a certain level of skill or training. Our firm's officers are Catherine Ayers-Rigsby, CEO, and Angela Holland, Chief Compliance Officer. As described in more detail in the section titled "OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS", we are affiliated with Ceros Financial Services, Inc. ("Ceros"), a nationally registered independent broker-dealer headquartered in Rockville, Maryland. We are also affiliated with two SEC registered investment advisers, Advisors Preferred, LLC (157980) and Innovation X Advisors, LLC (322292). All of our investment adviser representatives ("IARs") are appropriately licensed, qualified and authorized to provide advisory services on our behalf. Execution services are provided by an affiliated or unaffiliated broker-dealer. See Item 12, "Brokerage Practices" for additional details regarding potential conflicts of interest created by arrangements with an affiliated broker-dealer. Our Advisory Services We offer an IAR portfolio management program, a non-sponsored advisory service program and sponsored Wrap Fee program which are explained in more detail below. We also offer third party asset management through Envestnet. ACKNOWLEDGMENT OF OUR FIDUCIARY STATUS WITH RESPECT TO RETIREMENT ACCOUNTS When any of our financial professionals provide investment advice to you regarding your retirement plan account or individual retirement account, we are 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. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. Types of Advisory Services: offer investment management on a discretionary basis and non-discretionary basis. We tailor our services by gathering relevant information about your current financial needs, objectives, existing financial assets, investment experience and risk tolerance, which we call your investment profile. Your IAR will analyze this information and create a portfolio investment plan including appropriate assets in accordance with your investment profile. We then implement your portfolio plan utilizing managed account progras, sub-advisors or the IAR's proprietary investment strategy. 1  IAR as-Portfolio Manager Under the !AR-as-Portfolio Manager Program, AtCap, through the client's IAR, manages individual client accounts through various investments on a discretionary basis. The IAR may implement his own proprietary investment strategy and/or allocate all or a portion of the client's assets to sub-advisors. In this program, AtCap accesses the Envestnet platform through a third-party and uses both the third-party firm and Envestnet for administrative services, and in some cases for trading at the custodian through the Envestnet platform. Please see the Section below "Participation in Outside-Sponsored Advisory Programs and AtCap PM Advisory Programs through Outside Platforms". Clients pay an assets under management ("AUM") investment advisory fee, as well as a separate annual account fee and other administrative fees. All fees paid to AtCap for investment advisory services are separate and distinct from the fees and expenses charged by custodians, variable annuities, ETF's and mutual funds (described in each fund's prospectus to their shareholders. The AUM fee is negotiated between the IAR and the client using schedules listed below as a maximum. The fee schedule, including the administrative fee, is included in the Client's Statement of Investment Selection ("SIS"). Please also see the Section: FEES AND COMPENSATON below. Consider the Risks: Investing involves risk, including loss of principal. Strategies and portfolios that concentrate investments in specific industries, sectors, markets or asset classes may underperform or be more volatile than other industries, sectors, markets or asset classes than the general securities market. There can be no assurance that any investment strategy will generate a profit or prevent loss. The ETFs utilized in the managed account programs may experience more than minimum volatility as there is no guarantee that the underlying indices' strategies will be successful. The underlying investments in your portfolio may also include leveraged and non-leveraged index mutual funds and ETFs. After establishing your portfolio, your IAR should monitor and adjust the assets within your portfolio on an ongoing basis. Certain portfolios may also include alternative investments, including interests in privately offered investment funds organized as Special Purpose Vehicles advised by one of our affiliated advisors, Innovation X Advisors, LLC and distributed by Ceros, our affiliated broker-dealer. These types of vehicles may present conflicts of interest with your IAR, since they may receive compensation from AtCap's affiliates for the placement and management of these products of our affiliated Advisor. AtCap Wrap Fee Program We offer a wrap fee program on the National Financial Services, LLC platform. Under the AtCap Wrap Fee Program, any and all expenses, including brokerage commissions, management fees, and administrative costs and combined into a single fee. AtCap receives a portion of the wrap fee for its investment management services. Participation in Outside-Sponsored Advisory Programs and AtCap PM Advisory Programs through Outside Platforms We provide investment management services in connection with a program sponsored by outside money managers through a financial services platform (Envestnet). In such programs, you incur fees paid on a quarterly basis based on the assets in your account. A portion of the total fee is paid to the third party, a portion to AtCap and a portion to the IAR. 2  Some of the Money Managers available on the Envestnet platform are also investment advisor representatives of AtCap. This presents a conflict of interest for AtCap as we will earn additional fees on your assets if you choose one of the strategies managed by an AtCap adviser. As with our IAR managed program, your IAR collects information for your investment profile and assists you in determining which investment program is suitable for you based on your investment profile. After choosing the appropriate program, your IAR will track the performance, arrange periodic meetings with you and make any necessary adjustments to your investment strategy. The outside-sponsored advisory programs that our IARs may recommend consist of a range of investment advisory services that you may choose, including: separately managed accounts, mutual funds, ETFs, unified managed accounts, and multi-manager accounts. Once you have chosen the appropriate program, your IAR will provide you with the Part 2A Appendix of the program sponsor's Form ADV that provides you with additional information regarding the program's services, fees and other disclosure information. Financial Planning We also offer financial planning services to you on matters involving securities and non-securities topics, including, but not limited to, tax planning, asset allocation, investment planning, estate planning, retirement planning, college planning, and insurance planning. We consult with you to discuss your goals, objectives, risk tolerance, and any special or particular circumstance unique to you. After analyzing your individual circumstances, objectives and risk profile, we present our recommendations to you, either orally or in a written financial plan. Your IAR may prepare other special reports on these matters for you at your request. To implement our advice, we may also recommend that you work with other professionals, such as attorneys or accountants, or utilize various financial products, such as insurance or securities, to implement our recommendations and to assist you in attaining your financial goals. You are under no obligation to act on any of our financial planning recommendations, and you may choose to implement our recommendations through other unaffiliated service providers. However, if you choose to engage us to provide other services, such as investment management, you will sign a separate investment management agreement and pay a separate and additional fee. We base our financial planning recommendations on the financial information you provide to us at the time of engagement. We do not guarantee or promise that your financial goals and objectives will be met. It is your obligation to review any plan and update us and your IAR when your financial situation, goals, objectives, or needs change, so we can adjust your plan accordingly. 3  Fees and Compensation IAR Managed Account Program Fee Specific fees charged for your managed account will vary by the program you choose. The below table details these fees. AtCap IAR'scharge the following range of fees for their advisory services: The AUM fee is negotiated between the IAR and the client using schedules listed below as a maximum. The specific fees charged, including the administrative fee, is included in the Client SIS. Total Account Value Maximum Annual Fee1Maximum Annual Fee2 First $250,000 2.75% 2.50% Next $750,000 2.50% 2.25% Above $1,000,000 2.00% 1.75% 1 No transaction fees (the IAR may elect to pay transaction fees) 2 Transaction fees paid by client Our fee is based on a percentage of the market value of the assets in your account under our management. We charge our fee quarterly either in advance or arrears, which will be set forth in the SIS. The quarterly fee is one-quarter (1/4) of the annual fee rate. We calculate our fee at the beginning of each calendar quarter for fees in advance, and at the end of each calendar quarter for fees in arrears, using the ending balance of your assets in your account(s) on the last business day of the previous quarter in the case of fees in advance, and the last business day of the quarter immediately ending in the case offees in arrears. For accounts billed in advance, we prorate the initial fee based on the number of days remaining in the calendar quarter, which is due upon execution of the written advisory agreement. Management fees are limited to an annual fee of 0.25% minimum and a 2.5% maximum. Upon notification by IAR or you, fees may be adjusted based on significant additions or withdrawals from your account during the quarter. We reserve the right to negotiate our fees, which may be higher or lower than those described in this Brochure. Whether or not we negotiate fees, the fees we will charge you will be set forth in your investment advisory agreement. We may also waive certain fees, such as transaction fees, at their discretion. Cash positions. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions events will occur), we may maintain cash positions for defensive purposes. All cash positions (investments in money market funds, etc.) shall be included as part of assets under management for purposes of calculating the management fee. Please see Section: Brokerage Practices below. Unless you are invested in an Outside-Sponsored Wrap Fee Program or our own Managed Account Program, our fees are exclusive of and in addition to brokerage commissions, transaction fees and other clearing and execution costs which you may incur. 4  Either of us may terminate our Advisory Agreement at any time by providing written notice to the other party. Depending on whether we bill you in arrears or advance, we will charge or refund you the prorated amount, as appropriate, of any quarterly fees based upon the number of days remaining in the quarter after the effective date of the termination. If we do not provide you a copy of this Part 2A of Form ADV at least 48 hours prior to signing the Advisory Agreement, you may terminate the Advisory Agreement within 5 business days of signing the Advisory Agreement and receive a full refund of fees paid. Transaction fees and administrative fees may be borne by the IAR, at the IAR's election. If the IAR pays for these charges, a higher AUM fee (but not beyond the above maximums) may be negotiated to cover the additional costs. If the IAR pays the transaction charges, an IAR would have an incentive to limit trading in the account because the IAR would be charged when executing trades. Asset-based clearing is available at certain custodians as noted in the Administrative/Transaction Fee Chart. An arrangement that charges AUM fees instead of transaction charges typically assumes a normal amount of trading activity, but under particular circumstances such as prolonged periods of inactivity or asset allocations with significant fixed income or cash weighting, this could result in higher compensation than if transaction fees were paid separately for each transaction. In negotiating AUM fees and transaction fees, IARs will discuss with their clients the impact of the size of their account and the anticipated level of activity in the account (with resulting transaction fees) based on the proposed strategy for their account. SEE ADMINISTRATIVE/TRANSACTION FEE SCHEDULE - NEXT PAGE 5  ADMINISTRATIVE FEE SCHEDULE Custodian Fee Schedule Transaction Fee Annual Account Fee Notes NFS $125* OPTIONAL NFS $35 PREMIER & BROKERAGE ACCESS METAL CARD UPGRADE IRA ANNUAL MAINTENANCE FEE NFS $125 NFS IRA TEMINATION FEE FULL TOA DELIVERY $150 NFS BOUNCED CHECK $75 NFS LEGAL TRANSFER $150 NFS $50 DRS REGISTRATION/SHIP DRS STMT NFS STOP PAYMENT $25 NFS PHYSICAL REORG $150 NFS LEGAL RETURN $100 $50 Alternative Investment (Al) change Annual Al custody fee $35 Registered Al investments $125 Non-registered Al investments There is a $125 annual account fee for this account. You will pay this fee in addition to the AUM fee. The AUM and administrative fees are deducted automatically from the account quarterly in advance. The initial AUM Fee for the first calendar quarter or part thereof in which the client participates in the Program is calculated based on the assets in the account and prorated based on the number of calendar days remaining in the partial quarter from the date the account is accepted by AtCap. 6  Thereafter, the Program Fee is calculated at the beginning of each calendar quarter based on the value of Program Assets on the last business day of the prior calendar quarter. However, if an Account is opened in the last month of a calendar quarter, the Program Fee will be calculated and debited for the remaining period in the calendar quarter plus the next calendar quarter on or about the day after initial Program Assets are placed into the Program. If a client invests or withdraws $10,000 or more in any Account after the inception of a calendar quarter, the Program Fee for that quarter will be recalculated and pro-rated as of the day of the additional investment or withdrawal. The Custodian will determine fair market value for Program Fee calculation purposes. If the Client Agreement is terminated and all Program Assets are withdrawn from the Program prior to the end of a quarter, the pro rata portion of the Program Fee will be reimbursed to the client. See below "Additional Fees for Most Programs" regarding additional fees that apply. Financial Planning If you engage us to provide you with financial planning services, you may choose to be charged an hourly rate or a flat rate, negotiated by you and your IAR prior to executing the Financial Planning/Consulting Services Agreement. Our hourly rate ranges up to $300 per hou If you prefer a fixed rate for our services, fees may be payable upon execution of services, upon completion of services, or a combination of the two of which will be mutually agreed to and outlined in your Financial Planning/Consulting Services Agreement. If you choose the hourly rate, your IAR may request a retainer based on one-half of the estimated number of hours to complete the financial planning services. Either of us may terminate the Financial Planning/Consulting Services Agreement at any time by providing the other party with written notice. If you terminate the agreement, we will refund any unearned fees based on the amount of time your IAR invested before you terminated the agreement. If you terminate your agreement within five business days of signing the agreement, we will provide you with a full refund of any fees paid. Outside-Sponsored Advisory Programs If you choose a program sponsored by an outside sponsor available on Envestnet, your IAR will provide you with the program sponsor's Form ADV that will provide you with the fees and services provided by the program. AtCap and your IAR will receive a portion of the fee that you pay to the outside sponsor by the sponsor. Co-Advisory Relationship AtCap provides back-office support and access to custodians to certain self-directed brokerage account clients (SDBA) through a co-advisory agreement with Flexible Plan Investments, Ltd. Direct Billing to Your Custodian Generally, you authorize us in our written Investment Advisory Agreement with you to bill our fees to the custodian for your account and direct your custodian to debit our fees from your account. If you provide us such authorization, the custodian's periodic statements will show each fee deduction from your account. You may withdraw this authorization for direct billing of these fees at any time by notifying us or you custodian in writing. General Information on Advisory Service Fees All fees paid to us for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds to their shareholders which are described in each fund's prospectus. Generally, these internal mutual fund fees include a management fee and other expenses. Some of our IARs may be registered representatives of a broker/dealer firm and may receive 12b-1 distribution fees and other commissions from investment companies and privately offered investment funds in connection with the placement of client funds into certain investment companies. You should review all fees we charge and those fees charged by mutual funds and others to fully understand the total amount of fees you are paying. 7  Performance Based Fees and Side-by-Side Management We do not charge any performance-based fees (fees based on a share of capital gains on or capital appreciation of your assets). We do NOT participate in any performance-based program. Types of Clients We provide our services described above to individuals, pension and profit-sharing plans, trusts, estates, corporations and other business entities. We impose certain conditions for starting or maintaining an account. Generally, managed account programs will have a minimum account value imposed to open and maintain an account. We may require you to add to the amount in order to maintain the minimum or request that the account be terminated. We may waive this requirement on a case- by-case exception basis. If you are utilizing our AtCap Wrap Fee Program, the managers within the program may require larger minimum account sizes or impose minimum fees. Please review all agreements and understand any minimum fees or account requirements prior to executing the written agreement for services. We do not require a minimum account size for our financial planning services. Methods of Analysis, Strategies and Risk of Loss Methods of analysis include but are not limited to the following: We may utilize fundamental analysis to evaluate securities for potential investments. Fundamental analysis is a technique that attempts to determine a security's value by focusing on the economic well-being of a financial entity as opposed to only its price movements. When conducting fundamental analysis, we will review a company's financial statements and consider factors including, but not limited to, whether the company's revenue is growing, if the company is profitable, if the company is in a strong enough position to beat its competitors in the future, and if the company is able to repay its debts. We may also utilize technical analysis to evaluate potential investments. Unlike fundamental analysis, technical analysis does not analyze the company's value, but instead analyzes the stock's price movement in the market. Charting is a form of technical analysis in which the various technical factors are diagrammed in order to illustrate patterns. Technical analysis studies the supply and demand in the market in an attempt to determine what direction, or trend, will continue in the future. Cyclical analysis is another form of technical analysis which focuses on the regularity of movements in the stock market and times trading to coincide with anticipated market cycles. However, there are risks involved with this method, including the risk that the trends will change unpredictably, which is why we use a combination of methods and obtain information from a variety of sources. We obtain information from a number of sources, both public and by purchase, including financial newspapers and magazines, inspections of corporate activities, research materials prepared by third-parties, corporate rating services, annual reports, prospectuses and filings with the SEC and company press releases. We believe these resources for information are reliable for making our investment decisions; however, we are not responsible for the accuracy or completeness of thisinformation. 8  Investment Strategies We use a variety of investment strategies depending on your circumstances, financial objectives and needs. We may recommend implementing one or more of the following investment strategies: long-term purchases (held at least a year), short-term purchases (held less than a year), trading (held less than 30 days), margin transactions (purchase of a security on credit extended by a securities company), and option strategies. We may recommend implementing these strategies using stocks, bonds, mutual funds (held directly or held within variable annuities or life insurance products), municipal securities, options contracts, interests in partnerships investing in real estate or oil and gas interests, and other types of investments. Mutual funds of different kinds may be used to promote portfolio diversification within various asset classes, such as industry sectors, domestic/international, or equities/bonds. We may recommend periodic purchases, sales, and exchanges of those mutual fund shares within mutual fund families and between different mutual fund families when there are changes in your needs, market conditions, or economic developments. Specific IARs manage their own strategies within the AtCap managed account program. Types of Investments and Risks We offer advice about a wide variety of investment types, including but not limited to mutual funds, index funds, exchange traded funds ("ETFs"), stocks, bonds, a variety of fixed income securities, and variable annuities, private securities, each having different types and levels of risk. We will discuss these risks with you in determining the investment objectives that will guide our investment advice for your account. We will explain and answer any questions you have about these kinds of investments. Investing in securities involves risk of loss that you should be prepared to bear. Obtaining higher rates of return on investments typically entails accepting higher levels of risk. We do not represent, warrant or imply that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from losses due to market corrections or declines. We will work with you to attempt to identify the balance of risks and rewards that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not understand fully the risks associated with any investment or investment strategy. Also, while we strive to render our best judgment on your behalf, many economic and market variables beyond our control can affect the performance of your investments and we cannot assure you that your investments will be profitable or that no losses will occur in your investment portfolio. Past performance is one consideration with respect to any investment or investment advisor, but it is not a predictor of future performance. Mutual Funds and ETF's Mutual funds and ETFs typically charge their shareholders various fees and expenses associated with the establishment and operation of the funds. These fees will generally include a management fee, shareholder servicing, other fund expenses, and sometimes a distribution fee. If the fund also imposes sales charges - you may pay an initial or deferred sales charge. These separate fees and expenses are disclosed in each fund's current prospectus, which is available from the fund or we can provide it to you upon request. Consequently, for any type of fund investment, it is important for you to understand that you are paying two levels of advisory fees and expenses: one layer of fees and expenses is paid at the fund level and one layer of advisory fees is paid to us. In addition, many mutual funds pay shareholder servicing fees (12b-1 fees) to brokerage firms and their registered representatives in consideration of their services to the fund's shareholders. As described below, our IARs may be registered representatives of Ceros Financial Services, Inc. and, as such, may receive this type of compensation with respect to client assets invested in these funds. 9  Also, we may recommend "no-load" mutual funds, which do not have a commission or sales charge because the shares are distributed directly by the investment company, instead of going through a secondary party. Some mutual funds may be purchased directly, without using our services and without incurring our advisory fees. As described in more detail in the section titled "OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS", many of our IARs are also registered representatives with Ceros Financial Services, Inc. ("Ceros") and licensed to sell securities products such as variable annuity products. If you choose to purchase brokerage products from one of our IARs in their capacity as a registered representative of Ceros, you should be aware that they may receive compensation in connection with the sale of those products. To help mitigate conflicts of interest, we do not require you to purchase any brokerage products we recommend through Ceros, and you may choose to use an unaffiliated broker-dealer. Alternative Investments and Private Funds Some of our AtCap IAR managed account strategies include certain alternative investments, including Special Purpose Vehicles ("SPV") advised by one of our affiliated advisors, Innovation X Advisors, LLC and distributed by our affiliated broker-dealer, Ceros. Alternative investments are typically subject to higher fees, illiquidity risk, higher default risk, and leverage risk. There is also a conflict of interest for our AtCap IARs to include these SPVs in your managed portfolio since our affiliated Advisor and affiliated Broker-Dealer make money when they are purchased. Disciplinary Information As a registered investment adviser, we must inform you of all material facts regarding any legal or disciplinary events that would be material to your evaluation of our firm or the integrity of our management. We have no legal or disciplinary events to disclose. Other Industry Affiliations As stated above, we are a commonly held affiliate of Ceros Financial Services, Inc. ("Ceros"), a nationally registered independent broker-dealer headquartered in Rockville, Maryland. We are affiliated with Advisors Preferred, LLC an SEC registered investment advisor to approximately twenty-one 1940 Act mutual funds that are also distributed by Ceros and Innovation X Advisors, LLC, an SEC registered investment adviser to Special Purpose Vehicles (SPV). AtCap IARs may include in your portfolio mutual funds managed by our affiliate Advisors Preferred, LLC or may include SPVs managed by our affiliate Innovation X Advisors, LLC, both distributed by our affiliated broker-dealer, Ceros . We are disclosing this to you so that you are aware of the potential conflict of interest and can make an informed decision regarding the management account program you choose. We do not require you to purchase any brokerage products we recommend through Ceros, and you may choose to use an unaffiliated broker-dealer in order to be an AtCap client. AtCap, Advisors Preferred, LCL, Innovation X Advisors, LLC and/or Ceros as well as individual IAR's may derive financial benefits from this affiliation.. In addition, some of the investment adviser representatives associated with us are also independently registered representatives of Ceros. As registered representatives of Ceros, such individuals may earn commissions on the sale of securities and variable insurance related products. While this may create a conflict of interest when an IAR recommends the purchase of products of which that IAR receives a commission from, we mitigate such conflict by not requiring you to purchase any recommended brokerage products from our IARs or through Ceros, and you may Also, some of our IARs are licensed to practice as purchase such products from an unaffiliated broker-deale accountants and may provide accounting and tax advice to you. 10  Our IARs may also be licensed as insurance agents, and as such, may sell insurance products through various unaffiliated insurance companies, and earn commissions on insurance products sold to you. These services are separate from our services. However, when an IAR recommends that you utilize them for accounting services or purchase insurance products from them as part of their financial planning advice, this creates a potential conflict of interest. To mitigate such potential conflict, we do not require you to utilize one of our IARs to implement any financial planning recommendations, and you are free to use an unaffiliated accountant or insurance agent. Further, we allow an IAR to independently operate their own registered investment adviser firm. In such cases, the IAR may be dually registered as an investment adviser representative with their own firm and with our firm. As a result, your IAR may provide advisory services to you under their own independent firm, our firm or jointly as described to you in your written agreement. When you use a business that is affiliated with our IAR to purchase or sell securities or insurance, or to obtain accounting or tax preparation services, you may incur commissions, fees, and/or charges which are not part of our firm's advisory fees. These additional sources of compensation to our IARs create a conflict of interest, which you should carefully consider in determining to implement our advice. Other Business Activities: AtCap staff serves as compliance consultants and provide back-office support to various hedge funds, broker- dealers and affiliated and unaffiliated registered investment advisors. The exact activities will vary dependent upon needs of the hedge funds, broker-dealers and/or registered investment advisors at the particular juncture in time but will routinely consist of performing traditional compliance and/or administrative duties. AtCap will work with any other consultants and client staff in completing various duties including quarterly compliance sessions at client(s) office. The services routinely include traditional trade related reporting such as 13F, 13H, CFTC exemption filing, etc. If contracted to do so, AtCap will complete activities required to calculate daily NAV (unofficial) for hedge funds to aid fund managers in determining best course of future trading needs. AtCap will perform various functions including reviewing daily activity, coordinating with custodians, tracking collateral, comparing daily performance analytics, comparing rates of return with various benchmarks, comparing returns with administrator(s), etc. AtCap will work with hedge fund, broker-dealers and/or RIA management to determine activities that need to be accomplished to allow management to concentrate on portfolio/fund management instead of administration. Code of Ethics, transactions and Personal Trading We have adopted a Code of Ethics describing the standards of business conduct we expect all officers, directors, employees, and IARs to follow. Our Code also describes certain reporting requirements with which particular individuals associated with or employed by us must comply. We and our IARs may buy or sell securities for our own accounts, otherwise known as proprietary accounts, which we also recommend to you and other clients consistent with our policies and procedures. There may be many similarities in portfolio holdings among these proprietary accounts and your accounts. While this may create a conflict of interest, our supervisory procedures involve ongoing surveillance and monitoring of trades and accounts to meet best execution standards. We may also aggregate or "batch" orders for your account and our proprietary accounts into one large order in accordance with our trade aggregation and allocation policy described in more detail in the "Trade Allocation Policy." 11  Aggregated orders may achieve better execution for all participating accounts and we fairly allocate those benefits among all participating accounts, which mitigates any potential conflict. However, Ceros Financial Services, Inc. in its capacity as a broker-dealer, may act as principal when buying or selling securities. In these situations, your trade confirmation will notify you that Ceros acted as principal for such transaction. Our Chief Compliance Officer monitors these transactions, and if a conflict of interest arises in these transactions, we promptly notify you of such a conflict. We also instituted internal procedures and policies to prohibit IARs from knowingly buying or selling securities from a client, as principal, and effecting agency cross transactions involving a client. However, it is possible that the executing broker-deale without your IAR or our knowledge, could inadvertently cross your transaction. In order to mitigate and prevent any such conflicts, our Chief Compliance Officer reviews transactions by employees and related persons at least quarterly to determine and eliminate any conflicts of interest. You may request a copy of our Code of Ethics by contacting AtCap compliance at 866-842-3356 or AtCapCompliance@cerosfs.com. Brokerage Practices Although we do not require you to use a specific broker-dealer to execute securities transactions for your account, we have an established a relationship with our affiliate, Ceros Financial Services, Inc. ("Ceros") and its clearing firm, National Financial Services, LLC. ("NFS"). If you do not direct us otherwise, we will utilize Ceros and NFS to execute securities transactions for your account. When selecting Ceros as the recommended broker-dealer, and to fulfill our duty of best-execution, we considered its variety of services, financial stability and competitive commission rates. We also considered that your IAR is an independent registered representative of Ceros. (No commissions charged on managed accounts.) We must also determine that any services we receive provide lawful and appropriate assistance in the performance of our investment decision-making responsibilities. Under its agreement with National Financial Services, LLC, Ceros received compensation from various products that may be held in your account, such as mutual funds, money market funds, bank sweep products, which may present a conflict of interest with your IAR. A Ceros may provide customary research and other value-added services to their registered representatives, which your IAR may use to benefit all accounts and not only those accounts with Ceros and NFS. Benefits Received Ceros and NFS may offer us other products and services that assist us in managing and administering clients' accounts, but may not directly benefit your accounts. We may use many of these products and services to service all or some substantial number of our client accounts. These products and services include software and other technology that (1) provide us access to client account data, such as trade confirmations and account statements; (2) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (3) provide research, pricing and other market data; (4) facilitate payment of our fees from our clients' accounts; and (5) assist with back- office functions, recordkeeping and client reporting. Ceros and NFS also offer other services intended to help us manage and further develop our business enterprise, such as compliance, legal, business consulting, publications, conferences on practice management and business succession, and access to employee benefits providers, human capital consultants and insurance providers. Ceros and NFS may also provide other benefits to us, such as educational events or occasional business entertainment of our personnel. In evaluating whether to recommend that you custody your assets at NFS, we may take into account the availability of some of these products and services and other arrangements as part of the total mix of factors we consider, in addition to the nature, cost or quality of custody and brokerage services, which may create a potential conflict of interest. However, to mitigate this conflict we do not limit the benefit of these products and services to only clients utilizing NFS as their custodian. We use the research and other services provided by NFS or other institutions with which our clients have accounts for the benefit of all clients. Unless directed otherwise by you, we seek to negotiate commissions, mark- ups, and other brokerage fees to ensure a reasonable rate based on multiple factors including execution prices which we review annually to determine their reasonableness. 12  Directed Brokerage While our receipt of research and other services or products from Ceros or NFS may create an incentive for us to recommend such institutions as your custodian, we also mitigate this conflict by allowing you to direct us, in writing, to use a different custodian. You should understand that, in the case of such a directed brokerage arrangement: • You are solely responsible for negotiating the terms and arrangements with these brokers and dealers, and we have no responsibility for reviewing the fairness of those terms and arrangements; • We will not seek better execution services or prices from other brokers and dealers in connection with transactions for your account; • We will not be able to "batch" or "aggregate" transactions for your account with transactions for our other clients not subject to a similar such arrangement; • We will not monitor the performance of or services provided by the brokers and dealers you choose; and As a result, you may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for your account than would otherwise be the case. However, we may seek better execution services or prices from other brokers or dealers or "batch" your transactions for execution if such action is required by law or fiduciary duties, including but not limited to, the fiduciary duty provisions under the Employee Retirement Income Security Act of 1974, as amended, if you are a plan subject to ERISA, or if the designated broker or dealer is unable or unwilling to effect a particular transaction, which may occur with certain transactions involving fixed-income securities. If you choose to direct brokerage, from time to time we may ask you to confirm your direction to use a brokerage firm other than NFS. We have adopted a trade allocation policy to govern how we handle the aggregation of orders for more than one client's account. From time to time and only where appropriate, we may aggregate orders for securities transactions for more than one client and, in appropriate circumstances, may include proprietary accounts. In doing so, we strive to treat each client fairly and will not favor one client or a proprietary account over another client. When executed, we will allocate the aggregated order in accordance with policies and procedures intended to achieve fair treatment. The purpose of aggregating orders is for our administrative convenience and, in some transactions, to obtain better execution for the aggregated order than might be achieved by processing each of the transactions separately. We will not aggregate orders for a client having a directed brokerage relationship with a client who does not have a directed brokerage relationship with the same broker-dealer if, by doing so, the directed-brokerage client would receive any undisclosed rebate or extra economic benefit than is obtained by other clients participating in the aggregated order on a pro rata basis. A consequence of not aggregating a client's order with other orders for the same securities is that the client may not obtain as good a price or as low a cost in a separate transaction as clients whose orders have been aggregated. Each account that participates in an aggregated order will participate at the average share price for all transactions within such an order on a given business day. If permitted by the broker-dealer effecting the transaction, transaction costs will be shared on a pro rata basis. Some broker-dealers charge brokerage commissions to each participating client in accordance with the size of that client's share of the aggregated order, regardless of the total size of the aggregated order. If an aggregated order is not filled in its entirety, it will be allocated among participating accounts on a fair and equitable basis, which is typically a pro rata basis. 13  Review of Accounts We monitor client accounts on a continuous basis and conduct a formal review at least annually. Typically, our IARs review their own clients' accounts. Other factors may trigger additional reviews, such as changes in market conditions, changes in your financial situation or investment objectives, large deposits or withdrawals from your account or your request for an additional review. In these instances, Angela Holland, our Chief Compliance Officer, assigns someone that is familiar with the client's accounts to conduct the review. Ms. Holland is responsible for the supervision of the reviewers. In addition, you will receive a statement, at least quarterly, from the custodian for your account regarding holdings and transactions within your account. Client Referrals We must disclose any economic benefits our IARs or we receive for providing investment advice and other services to you. As described in the "OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS," our IARs may receive additional compensation from Ceros Financial Services, Inc. for selling brokerage products to you. Also, our IARs, as licensed insurance agents or accountants, may receive commissions or fees when they sell insurance products or provide accounting services to you. As we described above, while this may create a conflict of interest, we mitigate this conflict by not requiring you to purchase such securities products or life insurance through our affiliated agencies or representatives, and you may purchase the products from another broker-dealer, insurance agency or accountant. Also, as disclosed above in the "BROKERAGE PRACTICES" section beginning on page ?? we may receive certain benefits, services and products from various broker-dealers and custodians for utilizing their services. We may also receive additional compensation from some third-party money management platforms based upon the amount of business our IARs or we referred to the third-party money manager. These types of agreements may financially benefit us and do not necessarily benefit clients' accounts placed with such platforms. In addition, our receipt of this compensation creates a conflict of interest because our IARs may have an incentive to recommend you use third party money managers or programs that provide such additional compensation. However, to mitigate this conflict we do not require you to use such money managers, and you may choose a different management platform. Solicitation Agreements We must also inform you if we or a related person directly or indirectly compensates a third-party for referring clients to us. From time to time, we may engage solicitors to market our services. If we do so, you will receive a separate solicitor's disclosure brochure describing our solicitation arrangements, the compensation we pay to the solicitor, and the terms of that relationship. You will also receive a copy of this Brochure. Custody You will receive statements at least quarterly from NFS, or another qualified custodian that holds and maintains your investment assets. We urge you to carefully review such statements and compare such official custodial records to the account statements that we may provide to you. 14  Investment Discretion We manage assets on either a discretionary or nondiscretionary basis. If we manage your assets on a discretionary basis, we will receive limited power of attorney authority in writing from you at the outset of our advisory relationship in the investment advisory agreement. If you choose to do so, discretionary authority grants us the ability to determine, without obtaining your specific consent, the securities to buy or sell for your portfolio and the amount of securities to buy or sell. In all cases, we exercise such discretion consistent with your account size, risk tolerance, and any written investment guidelines and restrictions you established with us in writing to limit our discretionary authority in relation to your accounts. Voting Client Securities As a matter of firm policy and practice, AtCap will not be responsible for responding to proxies solicited with respect to annual or special meetings of shareholders of securities held in your account. Proxy solicitation materials will be forwarded to you for response and voting. Financial Information As a registered investment adviser, we must provide you with certain financial information or disclosures about our financial condition if we have financial commitments that impair our ability to meet contractual and fiduciary commitments to you. We have not been the subject of a bankruptcy proceeding and do not have any financial commitments that would impair our ability to meet any contractual or fiduciary commitments to you. 15