BLUE CAPITAL

Part 2A of Form ADV: Firm Brochure Form ADV, Part 2A, Item 1 Cover Page Blue Capital, Inc. 3814 Farnam Street, Suite 202 Omaha, Nebraska 68131 Tel: (402) 932-0131 Fax: (402) 625-0204 jay@bluecapitalwealth.com March 18, 2026 FORM ADV PART 2 FIRM BROCHURE This brochure provides information about the qualifications and business practices of Blue Capital, Inc. If you have any questions about the contents of this brochure, please contact us at (402) 932- 0131. 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 Blue Capital, Inc. is also available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Blue Capital, Inc. is 304083. Blue Capital, Inc. is a Registered Investment Adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Form ADV, Part 2A, Item 2 Material Changes Blue Capital, Inc. was established as a new Registered Investment Advisor in September 2019 under the State of Nebraska rules and regulations. In June of 2021 the firm became registered with the Securities and Exchange Commission (“SEC”). The material changes in this brochure from the last annual updating amendment of Blue Capital, Inc. on 03/25/2025 are described below. Material changes relate to Blue Capital, Inc.’s policies, practices or conflicts of interests. • We have no material changes to report since out last update filing. 2  Form ADV, Part 2A, Item 3 Table of Contents Material Changes Advisory Business Fees and Compensation Performance-Based Fees and Side-by-Side Management Types of Clients Methods of Analysis, Investment Strategies, and Risk of Loss Disciplinary Information Other Financial Industry Activities and Affiliations Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Brokerage Practices Review of Accounts Client Referrals and Other Compensation Custody Investment Discretion Voting Client Securities Financial Information 2 4 5 7 7 7 13 13 13 13 14 16 16 16 17 18 18 3  Form ADV Part 2A, Item 4 Advisory Business Blue Capital, Inc. (hereinafter called “BCI”) is a Registered Investment Adviser based in Omaha, Nebraska, and incorporated under the laws of the State of Nebraska. BCI is owned by Jay Molina and Mike Herek. BCI is registered with the SEC and subject to the rules and regulations of the US Advisers Act.. Founded in September 2019, BCI provides investment advisory services, which may include, but are not limited to, the review of client investment objectives and goals, recommending asset allocation strategies of managed assets among investment products such as cash, stocks, mutual funds and bonds, annuities, and/or preparing written investment strategies. Our investment advice is tailored to meet our clients’ needs and investment objectives. Clients may impose restrictions on investing in certain securities or types of securities (such as a product type, specific companies, specific sectors, etc.) by providing a signed and dated written notification, of which an e-mail is also an acceptable form of notification. BCI also provides financial planning consulting services including, but not limited to, risk assessment/management, investment planning, estate planning, financial organization, or financial decision making/negotiation. BCI provides investment advisory and other financial services through its Investment Advisory Representatives ("IAR") to accounts opened with BCI. Managed Accounts are available to individuals. BCI provides discretionary and non-discretionary investment advisory services to some of its clients through various managed account programs. BCI will assist clients in determining the suitability of the Managed Account Programs for the client. The IAR is compensated through a comprehensive single fee and the account may be assessed other charges associated with conducting a brokerage business. BCI and its IAR, as appropriate, will be responsible for the following: • Performing due diligence • Recommending strategic asset and style allocations • Providing research on investment product options, as needed • Providing client risk profile questionnaire • Obtaining investment advisory contract from client with required financial, risk tolerance, suitability and investment vehicle selection information for each new account • Performing client suitability check on account documentation, review the investment objectives and evaluate the investment vehicle selections • Providing Firm Brochure (this document) BCI does not participate in a wrap fee program. Assets Under Management The firm currently manages $200,818,353discretionary client assets and $0.00 non- discretionary client assets as of December 31, 2025. 4  Form ADV, Part 2A, Item 5 Fees and Compensation The following types of fees will be assessed: Asset Management – Fees are charged in arrears and are based primarily on asset size and the level of complexity of the services provided. In individual cases, BCI has the sole discretion to negotiate fees that are lower than the standard fee shown or to waive fees. Fees are not based on the share of capital gains or capital appreciation of the funds or any portion of the funds. Comparable services for lower fees may be available from other sources. Fees for the initial month will be prorated based upon the number of calendar days in the calendar month that the advisory agreement is in effect. Fees are calculated based on the value of assets on the last of the month. Annual fees range from 1.00% - 1.50%, depending on the amount of assets under management (“AUM”) – See chart below. Consulting services are included in these fees for asset management services with the exception of unique circumstances that may require a separate agreement for financial planning services (description and fees are discussed below). If the situation warrants separate financial planning fees, it will be discussed upfront and a separate agreement will be negotiated. Fee Schedule for Asset Management: Total Account Value Maximum Annual Advisory Fee Up to $1,000,000 $1,000,001 - $2,000,000 $2,000,001 – $5,000,000 $5,000,001 - $10,000,000 $10,000,001 or more 1.50% 1.40% 1.30% 1.20% 1.00% As authorized in the client agreement, the account custodian withdraws Blue Capital, Inc.’s advisory fees directly from the clients’ accounts according to the custodian’s policies, practices, and procedures. The custodial statement includes the amount of any fees paid to BCI for advisory services. You should carefully review the statement from your custodian/broker- dealer’s statement and verify the calculation of fees. Your custodian/broker-dealer does not verify the accuracy of fee calculations. Fees are charged in arrears on a monthly basis, meaning that advisory fees for a month are charged on the first day of the following month. Clients may terminate investment advisory services obtained from BCI, without penalty, upon written notice within five (5) business days after entering into the advisory agreement with BCI. The client is responsible for any fees and charges incurred by the client from third parties as a result of maintaining the account such as transaction fees for any securities transactions executed and account maintenance or custodial fees. Thereafter, the client may terminate advisory services upon written notice delivered to and received by BCI. Clients who terminate investment advisory services during a month are charged a prorated advisory fee based on the date of BCI’s receipt of client’s written notice to terminate. Any earned but unpaid fees are immediately due and payable. 5  Financial Planning – Financial planning services are charged in arrears through a fixed fee or hourly arrangement as agreed upon between the client and Blue Capital, Inc. There will never be an instance where $500 or more in fees is charged six or more months in advance. Hourly fees are generally charged when the scope of services cannot be determined or if the services are limited to one meeting. Fixed fees are generally quoted to the client for longer term consulting projects. Fees are negotiable and vary depending upon the complexity of the client situation and services to be provided. Hourly fees range from $100 - $250 per hour, depending on what is negotiated between BCI and the client. Similar financial planning services may be available elsewhere for a lower cost to the client. Fixed fees for longer-term consulting projects range from $1,000 to $5,000 per project. An estimate for total hours and charges is determined at the start of the advisory relationship. Financial Planning Retainer Services – The Financial Planning retainer is mutually agreed upon at the onset of this service. The flat fee is typically based on the complexity of the client’s situation, net worth, number of accounts, amount of assets, allocation complexity, the expected time required during the year, and the particular services we will provide to address the client’s unique financial situation. There is an on-going retainer fee of up to $500 at the discretion of the firm. The on-going fee is paid monthly in advance. There will never be an instance where $500 or more in fees is charged six or more months in advance. Similar financial planning services may be available elsewhere for a lower cost to the client. The Client acknowledges that the retainer services are for advisement only. The Client shall retain full discretion to supervise, manage and direct assets of the Client that may be held by a separate agreement between the Client and the Custodian. The Client is free to implement or ignore any recommendations and/or advice provided by Advisor. Typically, clients will be invoiced monthly for all time spent by BCI as agreed upon by client or upon completion of the services if less than a month. Clients who wish to terminate the planning process prior to completion may do so with written notice. The client may obtain a refund of a pre-paid fee if the advisory contract is terminated before the end of the billing period by contacting Jay Molina at (402) 932-0131. Upon receipt of written notification, any earned fee will immediately become due and payable. A client may terminate an advisory agreement without being assessed any fees or expenses within five (5) days of its signing. Additional Fees and Expenses In addition to advisory fees paid to BCI as explained above, clients may pay custodial service, account maintenance, transaction, and other fees associated with maintaining the account. These fees vary by broker and/or custodian. Clients should ask BCI for details on transaction fees or other custodial fees specific to their account, as these fees are not included in the annual advisory fee. BCI does not share any portion of such fees. Additionally, for any mutual funds purchased, the client may pay their proportionate share of the funds’ distribution, internal management, investment advisory and administrative fees. Such fees are not shared with BCI and are compensation to the fund manager. Clients are urged to read the mutual fund prospectus prior to investing. Mutual fund companies impose internal fees and expenses on clients. These fees are in addition to the costs associated with the investment advisory services as described above. Complete details of such internal expenses are specified and disclosed in each mutual fund company’s prospectus. Clients are strongly advised to review the prospectus(es) prior to investing in such securities. 6  Mutual funds purchased or sold in broker-dealer accounts may generate transaction fees that would not exist if the purchase or sale were made directly with the mutual fund company. Mutual funds held in broker-dealer accounts also charge management fees. These mutual fund management fees may be more or less than the mutual fund management fees charged if the client held the mutual fund directly with the mutual fund company. Clients may purchase shares of mutual funds directly from the mutual fund issuer, its principal underwriter, or a distributor without purchasing the services of BCI or paying the advisory fee on such shares (but subject to any applicable sales charges). Certain mutual funds are offered to the public without a sales charge. In the case of mutual funds offered with a sales charge, the prevailing sales charge (as described in the mutual fund prospectus) may be more or less than the applicable advisory fee. However, clients would not receive BCI’s assistance in developing an investment strategy, selecting securities, monitoring performance of the account, and making changes as necessary. BCI does not accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds. Please refer to Item 12 “Brokerage Practices” of this brochure for additional information. Form ADV, Part 2A, Item 6 Performance-Based Fees and Side-by-Side Management Blue Capital, Inc. does not charge performance-based fees or participate in side-by-side management. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. Performance-based fees are fees that are based on a share of capital gains or appreciation of the assets of a client. Our fees are calculated as described in Fees and Compensation section above and are not charged on the basis of performance of your advisory account. Form ADV, Part 2A, Item 7 Types of Clients BCI offers investment advisory services to individuals. There is no minimum account size to open and maintain an advisory account. Form ADV, Part 2A, Item 8 Methods of Analysis, Investment Strategies, and Risk of Loss BCI’s methods of analysis and investment strategies incorporate the client’s needs and investment objectives, time horizon, and risk tolerance. BCI is not bound to a specific investment strategy for the management of investment portfolios, but rather consider the risk tolerance levels pre-determined gathered at the account opening, as well as on an on-going basis. Examples of methodologies that our investment strategies may incorporate include: Asset Allocation – Asset Allocation is a broad term used to define the process of selecting a mix 7  of asset classes and the efficient allocation of capital to those assets by matching rates of return to a specified and quantifiable tolerance for risk. Dollar-Cost Averaging – Dollar-cost averaging is the technique of buying a fixed dollar amount of securities at regularly scheduled intervals, regardless of the price per share. This will gradually, over time, decrease the average share price of the security. Dollar-cost averaging lessens the risk of investing a large amount in a single investment at the wrong time. Technical Analysis – involves studying past price patterns and trends in the financial markets to predict the direction of both the overall market and specific stocks. Long-Term Purchases – securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Short-Term Purchases – securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. Our strategies and investments may have unique and significant tax implications. Regardless of your account size or other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. Investing in securities involves risk of loss that clients should be prepared to bear. Although we manage your portfolio with strategies and in a manner consistent with your risk tolerances, there can be no guarantee that our efforts will be successful. You should be prepared to bear the risk of loss. Investing inherently involves risk up to and including loss of the principal sum. Further, past performance of any security is not necessarily indicative of future results. Therefore, future performance of any specific investment or investment strategy based on past performance should not be assumed as a guarantee. The Firm does not provide any representation or guarantee that the financial goals of clients will be achieved. The potential return or gain and potential risk or loss of an investment varies, generally speaking, with the type of product invested in. Below is an overview of the types of products available on the market and the associated risks of each: General Risks. Investing in securities always involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives can or will be met. Past performance is in no way an indication of future performance. We also cannot assure that third parties will satisfy their obligations in a timely manner or perform as expected or marketed. General Market Risk. Investment returns will fluctuate based upon changes in the value of the portfolio securities. Certain securities held may be worth less than the price originally paid for them, or less than they were worth at an earlier time. Common Stocks. Investments in common stocks, both directly and indirectly through investment in shares of ETFs, may fluctuate in value in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic 8  conditions, interest rates, and specific industry changes. Such price fluctuations subject certain strategies to potential losses. During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for each strategy. Portfolio Turnover Risk. High rates of portfolio turnover could lower performance of an investment strategy due to increased costs and may result in the realization of capital gains. If an investment strategy realizes capital gains when it sells its portfolio investments, it will increase taxable distributions to you. High rates of portfolio turnover in a given year would likely result in short-term capital gains and under current tax law you would be taxed on short- term capital gains at ordinary income tax rates, if held in a taxable account. Non-Diversified Strategy Risk. Some investment strategies may be non-diversified (e.g., investing a greater percentage of portfolio assets in a particular issuer and owning fewer securities than a diversified strategy). Accordingly, each such strategy is subject to the risk that a large loss in an individual issuer will cause a greater loss than it would if the strategy held a larger number of securities or smaller positions sizes. Model Risk. Financial and economic data series are subject to regime shifts, meaning past information may lack value under future market conditions. Models are based upon assumptions that may prove invalid or incorrect under many market environments. We may use certain model outputs to help identify market opportunities and/or to make certain asset allocation decisions. There is no guarantee any model will work under all market conditions. For this reason, we include model related results as part of our investment decision process but we often weigh professional judgment more heavily in making trades or asset allocations. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. ETF Risks, including Net Asset Valuations and Tracking Error. An ETF's performance may not exactly match the performance of the index or market benchmark that the ETF is designed to track because 1) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark; 2) certain securities comprising the index or market benchmark tracked by the ETF may, from time to time, temporarily be unavailable; and 3) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. Certain ETF strategies may from time to time include the purchase of fixed income, commodities, foreign securities, American Depository Receipts, or other securities for which expenses and commission rates could be higher than normally charged for exchange-traded equity securities, and for which market quotations or valuation may be limited or inaccurate. Clients should be aware that to the extent they invest in ETF securities they will pay two levels of advisory compensation – advisory fees charged by The Firm plus any advisory fees charged by the issuer of the ETF. This scenario may cause a higher advisory cost (and potentially lower investment returns) than if a Client purchased the ETF directly. An ETF typically includes embedded expenses that may reduce the ETF's net asset value, and therefore directly affect the ETF's performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. Expenses of the ETF may include investment advisor management fees, custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses may change from time to time at the sole discretion of the ETF issuer. ETF tracking error and expenses may vary. Inflation, Currency, and Interest Rate Risks. Security prices and portfolio returns will likely 9  vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by The Firm may be affected by the risk that currency devaluations affect Client purchasing power. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. Legislative and Tax Risk. Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations, particularly for options, swaps, master limited partnerships, Real Estate Investment Trust, Exchange Traded Products/Funds/Securities. We do not engage in tax planning, and in certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. Foreign Investing and Emerging Markets Risk. Foreign investing involves risks not typically associated with U.S. investments, and the risks maybe exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Information Security Risk. We may be susceptible to risks to the confidentiality and security of its operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial of service attacks on our website or websites of our third-party service providers, and the unauthorized release of confidential information are a few of the more common risks faced by us and other investment advisers. Data security breaches of our electronic data infrastructure could have the effect of disrupting our operations and compromising our customers' confidential and personally identifiable information. Such breaches could result in an inability of us to conduct business, potential losses, including identity theft and theft of investment funds from customers, and other adverse consequences to customers. We have taken and will continue to take steps to detect and limit the risks associated with these threats. 10  Tax Risks. Tax laws and regulations applicable to an account with The Firm may be subject to change and unanticipated tax liabilities may be incurred by an investor as a result of such changes. In addition, customers may experience adverse tax consequences from the early assignment of options purchased for a customer's account. Customers should consult their own tax advisers and counsel to determine the potential tax-related consequences of investing. Advisory Risk. There is no guarantee that our judgment or investment decisions on behalf of particular any account will necessarily produce the intended results. Our judgment may prove to be incorrect, and an account might not achieve her investment objectives. In addition, it is possible that we may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to accounts’ custodians’ software. The Firm and its representatives are not responsible to any account for losses unless caused by The Firm breaching our fiduciary duty. Dependence on Key Employees. An accounts success depends, in part, upon the ability of our key professionals to achieve the targeted investment goals. The loss of any of these key personnel could adversely impact the ability to achieve such investment goals and objectives of the account. Buffer ETFs. A type of structured product investment seeks to provide investors with the upside of the underlying index, market benchmark or assets returns (generally up to a capped percentage stated in the ETFs prospectus and prospectus supplement) while also providing downside protection on the first predetermined percentage of losses. Similar to other ETFs, a buffer ETF will be designed to track a stated index, market benchmark, or asset. However, the buffer ETF will also use a portfolio of options and derivatives in order to achieve the stated capped return (“cap”) and limitation of losses (“buffer”). Most buffer ETFs have a stated outcome or holding period (typically a 3 month or 12-month period), in order to realize the benefits of the hedge or limitation on losses. These limited outcome periods or holding periods mean that only those investors who purchase at the beginning of the outcome period (e.g., on the first date of rebalancing) and hold the ETF throughout the entire outcome period will be provided with the level of return/protection stated by the prospectus. Investors who invest in these ETFs at any time after the beginning of the outcome or holding period or who liquidate their investments in these ETFs before the end of the holding or outcome period, will receive different caps and buffers on gains and losses than those stated in the ETF prospectus or prospectus supplement. Fund sponsors often post the anticipated cap on returns, buffers, and days remaining in the outcome period on the funds’ websites. The updated caps, buffers, and days remaining should be considered and analyzed by an investor before investing in the buffer ETF at any time other than the beginning of the outcome period and should further be reviewed prior to liquidating any investment in such ETFs prior to the conclusion of the applicable holding or outcome period. At the end of an outcome period, the buffer ETF will roll into a new set of option contracts with the same buffer level and term length, but a new upside cap. This upside cap may be higher or lower than the preceding period and will depend on market conditions at the time. Additionally, the expenses associated with the new options contracts may impact the expenses of the ETF, which could impact returns to investors who hold these ETFs through multiple outcome periods. Investors should understand that buffer ETFs are complex products with complicated and layered strategies. There are unique risks and considerations that investors must understand and accept before purchasing a buffer ETF. Investors should consider the following implications before purchasing a buffer ETF: 1. Exposure to the index is likely limited to price returns. Dividends and income are not included. 2. Downside protection is not eliminated and is only “buffered”. Accordingly, if a given buffer ETF has a stated buffer of 10% and the underlying reference index falls 25% during 11  the outcome period, that investor will experience a roughly 15% loss. This loss will be further increased once management fees are subtracted from the portfolio. 3. The buffer ETFs upside return is capped. Investors will not be compensated if the underlying reference index experiences a higher return that the stated cap. This cap is established to offset the costs of purchasing options to create the downside buffer, therefore the cap and buffer are inversely related. Thus, if investors require more downside protection, the trade-off is a lower upside cap (meaning a lower upside return). Conversely, if an investor requires a higher upside return it will result in less downside protection. 4. Due to the strategies employed these funds will generally exhibit a greater potential for loss than the potential for gain. In other words, by capping the upside, investors miss out on gains that exceed the upside cap, but they still participate in all downside losses beyond the stated buffer. 5. Because these buffer ETFs trade in options that are volatile in price, investors who invest in these ETFs beyond the initial holding or outcome period may experience losses due to the price fluctuations in the trading of options contracts at the start of the new holding period. It is therefore not recommended to hold these investments beyond the stated outcome or holding period. Investors should also be aware that in addition to these risks unique to buffer ETFs, these products also face the same general risks associated with any ETF product. Please see the “ETF Risks, including Net Asset Valuations and Tracking Error” paragraph in this section above for more information regarding risks associated with ETFs. Credit Risk. Investments in bonds and other fixed income securities are subject to the risk that the issuer(s) may not make required interest payments. An issuer suffering an adverse change in its financial condition could lower the credit quality of a security, leading to greater price volatility of the security. A lowering of the credit rating of a security may also offset the security's liquidity, making it more difficult to sell. Funds investing in lower quality debt securities are more susceptible to these problems and their value may be more volatile. Structured Products. Structured products are securities derived from another asset, such as a security or a basket of securities, an index, a commodity, a debt issuance, or a foreign currency. Structured products frequently limit the upside participation in the reference asset. Structured products are senior unsecured debt of the issuing bank and subject to the credit risk associated with that issuer. This credit risk exists whether or not the investment held in the account offers principal protection. The creditworthiness of the issuer does not affect or enhance the likely performance of the investment other than the ability of the issuer to meet its obligations. Any payments due at maturity are dependent on the issuer’s ability to pay. In addition, the trading price of the security in the secondary market, if there is one, may be adversely impacted if the issuer’s credit rating is downgraded. Some structured products offer full protection of the principal invested, others offer only partial or no protection. Investors may be sacrificing a higher yield to obtain the principal guarantee. In addition, the principal guarantee relates to nominal principal and does not offer inflation protection. An investor in a structured product never has a claim on the underlying investment, whether a security, zero coupon bond, or option. There may be little or no secondary market for the securities and information regarding independent market pricing for the securities may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. Tax treatment of structured products may be different from other investments held in the account (e.g., income may be taxed as ordinary income even though payment is not received until maturity). Structured CDs that are insured by the FDIC are subject to applicable FDIC limits. 12  Form ADV, Part 2A, Item 9 Disciplinary Information Blue Capital, Inc. or its Principal Executive Officers have not had any reportable disclosable events in the past ten years Blue Capital, Inc. or its Principal Executive Officers have not been involved in a criminal action in a domestic, foreign or military court of competent jurisdiction, an administrative proceeding before the SEC, any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority, and/or a self-regulatory organization (SRO) proceeding. Form ADV, Part 2A, Item 10 Other Financial Industry Activities and Affiliations Jay Molina and Mike Herek, owners and investment advisor representatives of BCI, are not registered or pending registration with any broker-dealer. Neither BCI, nor its representatives, are registered as a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor. Neither BCI nor its representatives recommend or select other registered investment advisers to manage assets and act as sub-advisor of Client accounts. Our firm does not directly or indirectly receive compensation for the recommendation or selection of other investment advisers. Jay Molina and Mike Herek are also licensed insurance agents. From time to time, they will offer clients advice or products from those activities. Clients should be aware that these services pay a commission and involve a conflict of interest, as commissionable products conflict with the fiduciary duties of a registered investment adviser. BCI always acts in the best interest of the client, including the sale of commissionable products to advisory clients. Clients are in no way required to implement the plan through any representative of BCI in their capacity as insurance agents. Form ADV, Part 2A, Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading BCI’s Code of Ethics includes guidelines for professional standards of conduct for our Associated Persons. Our goal is to protect client interests at all times and to demonstrate our commitment to fiduciary duties of honesty, good faith, and fair dealing. All of BCI’s Associated Persons are expected to strictly adhere to these guidelines. Persons associated with Blue Capital; Inc. are also required to report any violations to the Code of Ethics. Additionally, the firm 13  maintains and enforces written policies reasonably designed to prevent the misuse or dissemination of material, non-public information about our clients or client accounts by persons associated with our firm. BCI and its employees may buy or sell securities that are also held by clients. It is the expressed policy of the advisor that no person employed by our firm purchase or sell any security prior to the transaction being implemented for an advisory account; therefore, preventing such employees from benefiting from transactions placed on behalf of the advisory clients. In furtherance of this policy, all employees are required to report personal security transactions to the firm. These transactions are review at least quarterly by the Chief Compliance Officer. The advisor does not have, nor plans to have, an interest or position in a security which is then also recommended to the client. As these situations present a conflict of interest, the advisor has established the following restrictions in order to ensure its fiduciary responsibilities should this issue ever arise: 1. A director, officer or employee of the advisor shall not buy or sell a security for their personal portfolio(s) where their decision is substantially derived, in whole or part, by reason of his or her employment, unless the information is also available to the investing public. No owner/employee of BCI shall prefer their own interest to that of the client. 2. The advisor maintains a list of all securities held by the company and all directors, officers, and employees. These holdings are reviewed on a quarterly basis by the principal of the firm. 3. The advisor requires that all employees must act in accordance with all applicable Federal and State regulations governing registered investment advisors. Donations to Charities From time to time, BCI may donate to charitable organizations that are affiliated with clients, are supported by clients, and/or are supported by an individual employed by one of our clients. Because BCI’s contributions may result in the recommendation of BCI or its products, such contributions may raise a potential conflict of interest. As a result, BCI maintains records of all charitable contributions and requires that all contributions are made directly to the charitable organization, a 501(c)(3) organization. No contribution will be made if the contribution implies that continued or future business with BCI depends on making such contribution. BCI donates all gains that are the result of trade errors to charity. BCI’s Code of Ethics is available to you upon request. You may obtain a copy of our Code of Ethics by contacting Jay Molina at (402) 932-0131. Form ADV, Part 2A, Item 12 Brokerage Practices BCI offers a clearing platform to execute securities business for investment advisory services through Charles Schwab & Co., Inc. Advisor Services Institutional, a division of Charles Schwab & Co., Inc. Advisor Services, Inc. Member FINRA/SIPC (“Charles Schwab & Co., Inc. Advisor Services”). In order for BCI to provide asset management services, we request you utilize the brokerage and custodial services of Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services is an independent SEC-registered broker dealer and is separate and 14  unaffiliated with BCI. Charles Schwab & Co., Inc. Advisor Services offers services to independently registered investment advisors which include custody of securities, trade execution and clearance and settlement of transactions. The firm receives some benefits from Charles Schwab & Co., Inc. Advisor Services through its participation in the Charles Schwab & Co., Inc. Advisor Services Institutional program, as described in greater detail below. BCI evaluates broker dealer/custodians based on our projected AUM and the best fit for our business model. In considering which independent qualified custodian would be the best fit for BCI’s business model, we evaluate the following factors, which is not an all-inclusive list:  Financial strength  Reputation  Reporting capabilities  Execution capabilities  Pricing, and  Types and quality of research While you are free to choose any broker-dealer or other service provider, we recommend that you establish an account with a brokerage firm with which we have an existing relationship. Such relationships may include benefits provided to our firm, including, but not limited to research, market information, and administrative services that help our firm manage your account(s). We believe that recommended broker-dealers provide quality execution services for our clients at competitive prices. Price is not the sole factor we consider in evaluating best execution. We also consider the quality of the brokerage services provided by the recommended broker-dealers, including the value of research provided, the firm’s reputation, execution capabilities, commission rates, and responsiveness to our clients and our firm. You may direct us in writing to use a particular broker-dealer to execute some or all of the transactions for your account. If you do so, you are responsible for negotiating the terms and arrangements for the account with that broker-dealer. We may not be able to negotiate commissions, obtain volume discounts, or best execution. In addition, under these circumstances a difference in commission charges may exist between the commissions charged to clients who direct us to use a particular broker or dealer and other clients who do not direct us to use a particular broker or dealer. BCI may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, because BCI receives research, products, or other services from its custodian. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and BCI does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. BCI benefits by not having to produce or pay for the research, products or services, and BCI will have an incentive to recommend a custodian or broker-dealer based on receiving research or services. This constitutes a conflict of interest; however, this conflict is mitigated because soft dollar benefits can help BCI in its portfolio management and BCI will always act in the best interest of its clients, including in connection with selecting custodians and/or broker-dealers. BCI does not receive client referrals from broker-dealers in exchange for cash or other compensation, such as brokerage services or research. BCI may, at times, aggregate sale and purchase orders of securities (“block trading”) for advisory accounts with similar orders in order to obtain the best pricing averages and minimize trading costs. This practice is reasonably likely to result in administrative convenience or an overall 15  economic benefit to the client. Clients also benefit relatively from better purchase or sale execution prices, or beneficial timing of transactions or a combination of these and other factors. Aggregate orders will be allocated to client accounts in a systematic non-preferential manner. BCI may aggregate or “bunch” transactions for a client’s account with those of other clients in an effort to obtain the best execution under the circumstances. Form ADV, Part 2A, Item 13 Review of Accounts Client accounts are reviewed at least annually by the Clients Investment Adviser Representative. The Investment Adviser Representative reviews clients’ accounts with regards to their investment policies and risk tolerance levels. All financial planning accounts are reviewed upon financial plan creation and plan delivery by the Clients Investment Adviser Representative. There is only one level of review and that is the total review conducted to create the financial plan. Reviews may be triggered by material market, economic or political events, or by changes in client’s financial situations (such as retirement, termination of employment, physical move, or inheritance). Each client will receive at least quarterly a written report that details the clients’ account which will come from the custodian. Clients are encouraged to review these statements to verify accuracy and calculation correctness. Form ADV, Part 2A, Item 14 Client Referrals and Other Compensation We directly compensate non-affiliated outside consultants, individuals, and/or entities (Solicitors) for client referrals. In order to receive a cash referral fee from our firm, Solicitors must comply with the requirements of the jurisdictions in which they operate. If you were referred to our firm by a Solicitor, you should have received a copy of this Disclosure Brochure along with the Solicitor's disclosure statement at the time of the referral. BCI does not receive compensation for referring clients to other professional service providers. Form ADV, Part 2A, Item 15 Custody BCI does not have physical custody of any client funds and/or securities and does not take custody of client accounts at any time. Client funds and securities will be held with a bank, broker dealer, or other independent qualified custodian. You will receive account statements from the independent, qualified custodian holding your funds, at least quarterly. The account statement from your custodian will indicate the amount of advisory fees deducted from your 16  account(s) each billing cycle. Clients should carefully review statements received from the custodian. BCI also sends quarterly invoices to all clients detailing the manner and amount of advisory fees. Standing Letters of Authorization Some clients may execute limited powers of attorney or other standing letters of authorization that permit the firm to transfer money from their account with the client’s independent qualified Custodian to third-parties. This authorization to direct the Custodian may be deemed to cause our firm to exercise limited custody over your funds or securities and for regulatory reporting purposes, we are required to keep track of the number of clients and accounts for which we may have this ability. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate any transfers that may have taken place within your account(s) each billing period. You should carefully review account statements for accuracy. The SEC’s No Action Letter to the Investment Adviser Association dated February 21, 2017 sets forth seven (7) safeguards: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Form ADV, Part 2A, Item 16 Investment Discretion Before BCI can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a limited power of attorney, and/or trading authorization forms. By choosing to do so, you may grant the firm discretion over the selection and amount of securities to be purchased or sold for your account(s) without obtaining your consent or approval prior to each transaction. Clients may impose limitations on discretionary authority for investing in certain securities or types of securities (such as a product type, specific companies, specific sectors, etc.), as well as other limitations as expressed by the client. Limitations on discretionary authority are required to be provided to the IAR in writing. Please refer to the “Advisory Business” section of this Brochure for more information on our discretionary management services. 17  Form ADV, Part 2A, Item 17 Voting Client Securities We do not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of common stock or mutual funds, you are responsible for exercising your right to vote as a shareholder. In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies. Form ADV, Part 2A, Item 18 Financial Information BCI is not required to provide financial information to our clients because we do not require or solicit the prepayment of more than $1,200 six or more months in advance. Neither BCI nor its executive officers have been the subject of a bankruptcy petition at any time during the past ten years. There is no financial condition reasonably likely to impair the ability to meet contractual commitments to clients. 18