PART 2A OF FORM ADV_03-2024

Part 2A of Form ADV: Firm Brochure Prometheus Capital Management Corp. 30 S. Main St. Yardley, PA 19067 215-321-9312 swetzel@prometheuscapital.net www.procap.net October 7, 2026 This brochure provides information about the qualifications and business practices of Prometheus Capital Management Corp. If you have any questions about the contents of this brochure, please contact us at 215-321-9312 or swetzel@prometheuscapital.net. 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. Prometheus Capital Management Corp. 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. Additional information about Prometheus Capital Management Corp. also is available on the SEC’s website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Our firm's CRD number is 121982. 1  Item 2 Material Changes Form ADV Part 2A requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. Since our last annual update filing on March 12, 2026, the following are the material updates made to this brochure. In October 2026, • o o o o Item 4 was updated to remove language related to rollover recommendations after the DOL's Employee Benefits Security Administration officially removed the 2024 rule from the Code of Federal Regulations and restored the "five-part test" from 1975 to determine who is an investment advice fiduciary. References to “Pension Consulting” were replaced with “Retirement Plans”; Items 4 and 16 were updated to disclose management of assets on a discretionary basis; Item 5 was updated to show a revised fee schedule for clients or retirement plans with assets over $10,000,000; and Item 12 was updated to disclose additional services Schwab makes available to ultra-high net worth investors. 2  Item 3 Table of Contents Page Fees and Compensation Types of Clients Investment Discretion Item 1 Cover Page Item 2 Material Changes Item 3 Table of Contents Item 4 Advisory Business Item 5 Item 6 Performance-Based Fees and Side-By-Side Management Item 7 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Disciplinary Information Item 10 Other Financial Industry Activities and Affiliations Item 11 Code of Ethics Item 12 Brokerage Practices Item 13 Review of Accounts Item 14 Client Referrals and Other Compensation Item 15 Custody Item 16 Item 17 Voting Client Securities Item 18 Financial Information 1 2 3 4 7 10 10 10 12 13 13 13 17 18 18 19 19 19 3  Item 4 Advisory Business Prometheus Capital Management Corp., an SEC Registered Investment Adviser holds its principal place of business in PA. Prometheus Capital Management Corp. began conducting business in 1994. Listed below are the firm's principal shareholders (i.e., individuals and/or entities controlling 25% or more of this company): Stephen P Wetzel, CFP®, President - 100% Owner. Prometheus Capital Management Corp. offers the following advisory services to our clients. INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT Our firm provides continuous advice to a client regarding the investments of client funds based on individual needs of the client. Through personal discussions in which goals and objectives based on a client's particular circumstance are established, we develop a client's personal investment strategy and create and manage a portfolio based on that strategy. During our data-gathering process, we determine the client’s objectives, time horizon, risk tolerance, and liquidity needs. As appropriate, we also review and discuss a client's prior investment history as well as family composition and background. We manage these advisory accounts on either a discretionary or non-discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income) as well as tax considerations. Clients may impose reasonable restrictions on investing in certain securities, types of securities, or industry sectors. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Life insurance and annuities • Mutual fund shares • United States governmental securities • Options contracts on securities • Interests in partnerships investing in real estate 4  • Interests in partnerships investing in oil and gas interests • Interests in partnerships investing in other investments • Other investments Because some types of investments involve additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, risk tolerance, liquidity and suitability. INVESTMENT MANAGEMENT SERVICES TO RETIREMENT PLANS We offer discretionary and non-discretionary advisory services to qualified plans, including 401k plans. These services include, depending upon the needs of the plan client, recommending, or for discretionary clients selecting, investment options for plans to offer to participants, ongoing monitoring of a plan’s investment options, assisting plan fiduciaries in creating and/or updating the plan’s written investment policy statements, working with plan service providers, and providing general investment education to plan participants. FINANCIAL PLANNING Financial planning is a comprehensive evaluation of a client’s current and future financial state by using currently known variables to predict future cash flows, asset values and withdrawal plans. Through the financial planning process, all questions, information and analysis are considered as they impact and are impacted by the entire financial and life situation of the client. Clients purchasing this service receive a written report which provides the client with a detailed financial plan designed to assist the client achieve his or her financial goals and objectives. In general, the financial plan can address any or all the following areas: • PERSONAL: We review family records, budgeting, personal liability, estate information and financial goals. • TAX & CASH FLOW: We analyze the client’s income tax, spending and planning for past, current and future years; then illustrate the impact of various investments on the client's current income tax and future tax liability. • INVESTMENTS: We analyze investment alternatives and their effect on the client's portfolio. • INSURANCE: We review existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home and automobile. • RETIREMENT: We analyze current strategies and investment plans to help the client achieve his or her retirement goals. • DEATH & DISABILITY: We review the client’s cash needs at death, income needs of surviving dependents, estate planning and disability income. • ESTATE: We assist the client in assessing and developing long-term strategies, including as appropriate, living trusts, wills, review estate tax, powers of attorney, asset protection plans, nursing homes, Medicaid and elder law. We gather required information through in-depth personal interviews. Information gathered includes the client's current financial status, tax status, future goals, returns objectives and attitudes towards risk. We carefully review documents supplied by the client, including a questionnaire completed by the client, and prepare a written report. Should the client choose 5  to implement the recommendations contained in the plan, we suggest the client work closely with his/her attorney, accountant, insurance agent, and/or Financial Adviser. Implementation of financial plan recommendations is entirely at the client's discretion. We also provide general non-securities advice on topics that may include tax, budgeting, estate, liquidity, business, financial and financial goal planning. • Exchange-listed securities • Securities traded over-the-counter • Foreign issuers • Warrants • Corporate debt securities (other than commercial paper) • Commercial paper • Certificates of deposit • Municipal securities • Life insurance and Annuities • Mutual fund shares • United States governmental securities • Options contracts on securities • Interests in partnerships investing in real estate • Interests in partnerships investing in oil and gas interests • Interests in partnerships investing in other investments • Other investments Typically, the financial plan is presented to the client within six months of the contract date, provided that all information needed to prepare the financial plan has been promptly provided. Financial Planning recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. All recommendations are of a generic nature. CONSULTING Clients can also receive investment advice on a more focused basis. This may include advice on only an isolated area(s) of concern such as estate planning, retirement planning, or any other specific topic. We also provide specific consultation and administrative services regarding investment and financial concerns of the client. Consulting recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company. All recommendations are of a generic nature. ASSETS UNDER MANAGEMENT As of 12/31/2025, we were actively managing $397,790,936 of client’s assets on a non- discretionary basis. 6  Item 5 Fees and Compensation INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT FEES The annualized fee for Investment Supervisory Services is charged as a percentage of assets under management according to the following breakpoint schedule: Assets Under Management Annual Fee as a Percentage of Assets $0 - $49,999.99 $50,000 - $99,999.99 $100,000 - $199,999.99 $200,000 - $1,999,999.99 $2,000,000 - $4,999,999.99 $5,000,000 - $7,499,999.99 $7,500,000 - $9,999,999.99 $10,000,000 - $14,999,999.99 $15,000,000 - $19,999,999.99 $20,000,000 and over 1.75% 1.50% 1.25% 1.00% 0.75% 0.70% 0.65% 0.60% 0.55% 0.50% Prometheus Capital Management charges its advisory fee based on the client’s total assets under management which may include equity securities, fixed income securities, private equity securities, options, cash, mutual funds, ETF’s and other similar assets deemed appropriate for a client’s portfolio unless otherwise agreed in writing by advisor and client. Fees are invoiced in arrears at the end of each calendar quarter, at which time the client will receive an invoice summarizing fees. The client has the option to have the payment of the Investment Advisor fees deducted directly from the client’s assets held by the custodian. This is available if: a. b. c. The Advisor possesses written authorization from the client to deduct advisory fees from an account held by a qualified custodian; The Advisor will send the qualified custodian written notice of the fee amount to be deducted from the client’s account; and The Advisor sends the client an invoice summarizing the fee, including any formula used to calculate the fee, the period covered by the fee, and the amount of assets under management on which the fee was based. Limited Negotiability of Advisory Fees: Although Prometheus Capital Management Corp. has established fee schedule(s), we retain the discretion to negotiate alternative fees on a client-by-client basis. We consider client facts, circumstances and needs in determining the fee schedule. These include the complexity of client needs, assets placed under management, anticipated additional assets, related accounts, portfolio style, account composition and reports; among other factors. The specific annual fee schedule is identified in the contract between the advisor and client called The Investment Advisory Agreement (IAA). We may group related client accounts for purposes of achieving the minimum account size requirements to determine the annualized fee. Discounts not generally available to our advisory clients may be offered to family members and friends of associated persons of our firm. 7  RETIREMENT PLAN FEES Our fees for Services to Retirement Plans are based on a percentage of assets under advisement according to the following breakpoint schedule: Assets Under Management Annual Fee as a Percentage of Assets $0 - $49,999.99 $50,000 - $99,999.99 $100,000 - $199,999.99 $200,000 - $1,999,999.99 $2,000,000 - $4,999,999.99 $5,000,000 - $7,499,999.99 $7,500,000 - $9,999,999.99 $10,000,000 - $14,999,999.99 $15,000,000 - $19,999,999.99 $20,000,000 and over 1.75% 1.50% 1.25% 1.00% 0.75% 0.70% 0.65% 0.60% 0.55% 0.50% Plan sponsors are invoiced in arrears at the end of each calendar quarter. FINANCIAL PLANNING FEES Prometheus Capital Management Corp.'s Financial Planning fee is determined based on the nature of the services provided and the complexity of each client’s circumstances. All fees are agreed upon prior to entering a contract with any client. We calculate and charge our Financial Planning fees on an hourly basis, $350 per hour. Although the length of time it will take to provide a Financial Plan will depend on each client's personal situation, we will provide an estimate for the total hours at the start of the advisory relationship. We calculate and charge our Financial Planning fees on a fixed fee basis, typically ranging from $500 to $10,000, depending on the specific arrangement reached with each client. We may request a retainer upon completion of our initial fact-finding session with the client; however, advance payment will never exceed $500 for work that will not be completed within six months. The balance is due upon completion of the plan. We bill the client in arrears based on the actual hours accrued or agreed upon plan fee, whichever is less, as specified in the separately executed Financial Advisory Agreement (FAA). Clients are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client. 8  CONSULTING SERVICES FEES Prometheus Capital Management Corp.'s Consulting Services fees are determined by the nature of the services provided and complexity of each circumstance. All fees are agreed upon prior to entering a contract with any client. We calculate and charge our Consulting Services fees on an hourly basis, which is $350 per hour. An estimate for the total hours is determined at the start of the advisory relationship. We calculate and charge our Consulting Services fees on a fixed fee basis, typically ranging from $500 to $10,000, subject to the specific arrangement reached with each client. Clients are not under any obligation to engage these individuals when considering implementation of advisory recommendations. The implementation of any or all recommendations is solely at the discretion of the client. GENERAL INFORMATION Termination of the Advisory Relationship: Either party may cancel a client agreement at any time for any reason upon receipt of written notice. We will promptly refund any prepaid, unearned fees upon termination of any agreement. If a client terminates the contract before its completion, we will bill the client only for services rendered and we will refund the client on a pro-rata basis for any fees already paid for services not yet rendered. If the Client terminates the Agreement within five (5) business days of its signing, the Client shall receive a full refund of all advisory fees. If the Agreement is terminated after five (5) business days of its signing, any prepaid advisory fees shall be prorated and the unused portion shall be returned to Client. Mutual Fund Fees: All fees paid to Prometheus Capital Management Corp. for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. Each fund and ETF’s prospectus describe their fees and expenses. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. A client could invest in a mutual fund directly without our services. In that case, the client would not receive the services provided by our firm which are designed, among other things, to assist the client in determining which mutual fund(s) are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees paid by the client to thereby evaluate the provided advisory services. Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker dealers, including, but not limited to, any transaction charges and 12b-1 fees imposed by a broker dealer with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) on this Form ADV for additional information. Outside Compensation for Sale of Securities or Other Investment Products Prometheus does not buy or sell securities and does not receive any compensation for securities transactions in any client account, other than the investment advisory fees noted above. However, as further described in Item 10, certain personnel of Prometheus, in their individual capacities, are licensed as insurance professionals. Such persons earn commission-based compensation for selling insurance products to clients. 9  Advisory Fees in General: Clients should note that similar advisory services may (or may not) be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Item 6 Performance-Based Fees and Side-By-Side Management Prometheus Capital Management Corp. does not charge performance-based fees. Item 7 Types of Clients Prometheus Capital Management Corp. provides advisory services to the following types of clients: • Individuals (other than high net worth individuals) • High net worth individuals • Pension and profit-sharing plans (other than plan participants) • Corporations or other businesses not listed above • Trusts, Estates and Charitable Organizations Item 8 Methods of Analysis, Investment Strategies and Risk of Loss METHODS OF ANALYSIS We use the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis. We attempt to measure, and we may select money managers that attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it may be a good time to buy) or overpriced (indicating it may be time to sell). Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Technical Analysis. We may select money managers that analyze past market movements and apply that analysis to the present to recognize recurring patterns of investor behavior and potentially predict future price movement. Technical analysis does not consider the underlying financial condition of a company. This presents a risk in that a poorly-managed or financially unsound company may underperform regardless of market movement. Cyclical Analysis. In this type of technical analysis, we attempt to measure, and may select money managers that attempt to measure the movements of a particular stock against the overall market in an attempt to predict the price movement of the security. 10  Quantitative Analysis. We may select money managers that use mathematical models in an attempt to obtain more accurate measurements of a company’s quantifiable data, such as the value of a share price or earnings per share, and predict changes to that data. A risk in using quantitative analysis is that the models used may be based on assumptions that prove to be incorrect. Qualitative Analysis. We may select money managers that subjectively evaluate non- quantifiable factors such as quality of management, labor relations, and strength of research and development factors not readily subject to measurement; and predict changes to share price based on that data. A risk in using qualitative analysis is that the subjective judgment may prove incorrect. Asset Allocation. Rather than focusing primarily on securities selection, we attempt to identify an appropriate ratio of securities, fixed income, and cash suitable to the client’s investment goals and risk tolerance. This is based on an analysis of the client’s investment profile and risk tolerance. A risk in asset allocation is that the client may not participate in sharp increases in a particular security, industry or market sector. Another risk is that the ratio of securities, fixed income, and cash will change over time due to stock and market movements and, if not corrected, may no longer be appropriate for the client’s goals. However, due to tax considerations and potential changes to the client’s goals and objectives, we will research, and discuss, with the client the appropriateness of rebalancing the portfolio back to the original Asset Allocation. Mutual Fund and/or ETF Analysis. We look at the experience and track record of the manager of the mutual fund or ETF in an attempt to determine if that manager has demonstrated an ability to invest over a period of time and in different economic conditions. We also look at the underlying assets in a mutual fund or ETF in an attempt to determine if there is significant overlap in the underlying investments held in other fund(s) in the client’s portfolio. We also monitor the funds or ETFs in an attempt to determine if they are continuing to follow their stated investment strategy. A risk of mutual fund and/or ETF analysis is that, as in all securities investments, past performance does not guarantee future results. A manager who has been successful may not be able to replicate that success in the future. In addition, as we do not control the underlying investments in a fund or ETF, managers of different funds held by the client may purchase the same security, increasing the risk to the client if that security were to fall in value. There is also a risk that a manager may deviate from the stated investment mandate or strategy of the fund or ETF, which could make the holding(s) less suitable for the client’s portfolio. Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly-available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data may be incorrect, there is always a risk that our analysis may be compromised by inaccurate or misleading information. Other: Personal interviews with the client and client-provided data help determine our analysis and strategy as well. We also refer to financial/news media, research materials prepared by others, prospectuses, Morningstar, the Wall Street Journal and other third- party providers for information and investment analysis. 11  INVESTMENT STRATEGIES We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. Typically, we employ this strategy when: • we believe the securities to be currently undervalued, and/or • we want exposure to a particular asset class over time, regardless of the current projection for this class. A risk in a long-term purchase strategy is that by holding the security for this length of time, we may not take advantages of short-term gains that could be profitable to a client. Moreover, if our predictions are incorrect, a security may decline sharply in value before we make the decision to sell. Short-term purchases. When utilizing this strategy, we purchase securities with the idea of selling them within a relatively short time (typically a year or less). We do this in an attempt to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. Risk of Loss. Securities investments are not guaranteed and you may lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Cybersecurity Risk. Cybersecurity Risk is the risk related to unauthorized access to the systems and networks of Prometheus and its service providers. The computer systems, networks and devices used by Prometheus and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or other compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issues of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers and other financial institutions; and other parties. In addition, substantial costs may be incurred by those entities in order to prevent any cybersecurity breaches in the future. Disciplinary Information Item 9 We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. Our firm and our management personnel have no reportable disciplinary events to disclose. 12  Item 10 Other Financial Industry Activities and Affiliations Insurance Agent Activities As mentioned above in Item 5, advisory persons of Prometheus are licensed as independent insurance professionals. Such persons earn commission-based compensation for selling insurance products to clients. Insurance commissions earned by advisory persons who are insurance professionals are separate from and in addition to Prometheus’ advisory fee. This practice presents a conflict of interest as an advisory person who is an insurance professional has an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on client needs. Prometheus addresses this conflict through disclosure and strives to make recommendations which are in the best interests of its clients. Clients are under no obligation to purchase insurance products through any person affiliated with Prometheus. Prometheus clients should understand that lower fees and/or commissions for comparable services may be available from other insurance providers. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Prometheus Capital Management Corp has a Code of Ethics (the “Code”) which requires its employees (“supervised persons”) to comply with their legal obligations and fulfill the fiduciary duties owed to the Firm’s clients. Among other things, the Code of Ethics sets forth policies and procedures related to conflicts of interest, outside business activities, gifts and entertainment, compliance with insider trading laws and policies and procedures governing personal securities trading by supervised persons. Personal securities transactions of supervised persons present potential conflicts of interest with the price obtained in client securities transactions or the investment opportunity available to clients. The Code addresses these potential conflicts by prohibiting securities trades that would breach a fiduciary duty to a client and requiring, with certain exceptions, supervised persons to report their personal securities holdings and transactions to Prometheus Capital Management Corp for review by the Firm’s Chief Compliance Officer. The Code also requires supervised persons to obtain pre-approval of certain investments, including initial public offerings and limited offerings. Prometheus Capital Management Corp will provide a copy of the Code of Ethics to any client or prospective client upon request. Item 12 Brokerage Practices Prometheus Capital Management Corp (“we”/ “our”) does not maintain custody of your assets on which we advise, although we may be deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We may recommend that our clients use Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, member SIPC, as the qualified custodian. In addition to Charles Schwab & Co., Inc, we use Capital Group as custodian for a small number of 529 Plans. 13  We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when either we or you instruct them to. While we may recommend that you use Schwab as custodian/broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open the account for you, although we may assist you in doing so. Even though your account is maintained at Schwab, and we anticipate that most trades will be executed through Schwab, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). How we select brokers/custodians We use Schwab, a custodian/broker that will hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we consider a wide range of factors, including: • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) • Availability of investment research and tools that assist us in making investment decisions • Quality of services • Competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Reputation, financial strength, security and stability • Prior service to us and our clients • Services delivered or paid for by Schwab • Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from Schwab”) Your brokerage and custody costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging you commissions or other fees on trades it executes or settles into your Schwab account. Certain trades (for example, many mutual funds and ETFs) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. In addition to commissions and asset-based fees, Schwab charges you a flat dollar amount as a “prime broker” or “trade away” fee for each trade that we have executed by a different broker-dealer but where the securities bought or the funds from the securities sold are deposited (settled) into your Schwab account. These 14  fees are in addition to the commissions or other compensation you pay the executing broker-dealer. Because of this, in order to minimize your trading costs, we have Schwab execute most trades for your account. We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see “How we select brokers/custodians”). By using another broker or dealer you may pay lower transaction costs. Products and services available to us from Schwab Schwab Advisor ServicesTM is Schwab’s business serving independent investment advisory firms like us. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through us. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us. Following is a more detailed description of Schwab’s support services: Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. For ultra-high net worth investors (“UHNW”; defined by Schwab as aggregated taxable assets greater than or equal to $10,000,000), Schwab also makes available certain additional services available including more experienced operational support representatives, a dedicated UHNW ambassador, and luxury lifestyle concierge services (including but not limited to exclusive event access and curated travel experiences). Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provide access to client account data (duplicate trade confirmations and account statements) • Facilitate trade execution and allocate aggregated trade orders for multiple client accounts • Provide pricing and other market data 15  • Facilitate payment of our fees from our clients’ accounts • Assist with back-office functions, recordkeeping, and client reporting Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology and business needs • Consulting on legal and related compliance needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment of our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services from our own resources. Our interest in Schwab’s services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We do not have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions or assets in custody. The fact that we receive these benefits from Schwab is an incentive for us to choose the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. In some cases, the services that Schwab pays for may be provided by an affiliate of ours or by another party that has some pecuniary, financial or other interests in us (or in which we have such an interest). This creates an additional conflict of interest. We believe, however, that taken in the aggregate, our selection of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/custodians”) and not Schwab’s services that benefit only us. As a result of our professional relationship with Charles Schwab & Co, Inc., other products and services that benefit Prometheus Capital Management Corp, but may not benefit its clients' accounts are made available to us. Some of these other products and services assist us in managing and administering clients' accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements); facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts); provide research, pricing information and other market data; facilitate payment of fees from its clients' accounts; and assist with back-office functions, recordkeeping and client reporting. Many of these services generally may be used to service all or a substantial number of Prometheus Capital Management Corp. accounts, including accounts not maintained at Schwab Institutional. Other services and discounts are also made 16  available to Prometheus Capital Management Corp. to help Prometheus Capital Management Corp. manage and further develop its business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, and marketing. In addition, Schwab may make available, arrange and/or pay for these types of services rendered to Prometheus Capital Management Corp. by independent third parties. Schwab may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third- party providing these services to Prometheus Capital Management Corp. While as a fiduciary, Prometheus Capital Management Corp. endeavors to act in its clients' best interests, and Prometheus Capital Management Corp’s. recommendation that clients maintain their assets in accounts at Schwab, may take into account the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which may create a potential conflict of interest. Prometheus Capital Management Corp. and or its investment advisor representatives are not enrolled in the Schwab Institutional Referral program. Prometheus Capital Management Corp. and/or its investment advisor representatives do not accept or give referral fees. Item 13 Review of Accounts INVESTMENT SUPERVISORY SERVICES INDIVIDUAL PORTFOLIO MANAGEMENT REVIEWS: While the underlying securities within Individual Portfolio Management Services accounts are continually monitored, these accounts are reviewed at least quarterly by Prometheus personnel. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, market, political or economic environment. REPORTS: In addition to monthly or quarterly statements and transaction confirmations clients receive from their broker-dealer, we provide quarterly reports summarizing account performance, balances and holdings. Clients are urged to carefully review all custodial account statements and compare them to any statements and reports provided by Prometheus. Prometheus reports may vary from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. RETIREMENT PLAN SERVICES REVIEWS: Prometheus Capital Management Corp. will review the client's investment strategy whenever the client advises us of a change in circumstances regarding the needs of the plan. Prometheus Capital Management Corp. will also review the investment options of the plan according to the agreed upon time intervals established with the client. Such reviews will generally occur quarterly. REPORTS: These client accounts will receive reports as contracted for at the inception of the advisory relationship. FINANCIAL PLANNING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Financial Planning clients unless otherwise contracted for. 17  REPORTS: Financial Planning clients will receive a completed financial plan. Additional reports will not typically be provided unless otherwise contracted for. CONSULTING SERVICES REVIEWS: While reviews may occur at different stages depending on the nature and terms of the specific engagement, typically no formal reviews will be conducted for Consulting Services clients unless otherwise contracted for. Such reviews will be conducted by the client's account representative. REPORTS: These client accounts will receive reports as contracted for at the inception of the advisory engagement. Item 14 Client Referrals and Other Compensation Economic Benefits Provided by Third Parties for Advice Rendered to Clients Prometheus does not receive benefits from third parties for providing investment advice to clients. Compensation to Non-Supervised Persons for Client Referrals Prometheus does not enter into agreements with individuals or organizations for the referral of clients. It em 15 C ust ody All clients must utilize a “qualified custodian” as detailed in Item 12. Clients are required to engage the custodian to retain their funds and securities and direct Prometheus to utilize the custodian for the client’s securities transactions. Prometheus’ agreement with clients and/or the clients’ separate agreements with the B/D Custodian may authorize Prometheus through such BD/Custodian to debit the clients’ accounts for the amount of Prometheus’ fee and to directly remit that fee to Prometheus in accordance with applicable custody rules. The BD/Custodian recommended by Prometheus has agreed to send a statement to the client, at least quarterly, indicating all amounts disbursed from the account including the amount of management fees paid directly to Prometheus. Prometheus encourages clients to review the official statements provided by the custodian, and to compare such statements with any reports or other statements received from Prometheus. For more information about custodians and brokerage practices, see “Item 12 - Brokerage Practices.” For various clients, Prometheus is provided authority pursuant to a standing letter of authorization permitting transfers from the custodian to unaffiliated third parties as designated by the client (“SLOAs”). The SEC has determined that advisers who can effect transfers pursuant to SLOAs have custody over these client accounts, but granted relief from the surprise examination requirement in a no-action letter to the Investment Adviser Association dated February 21, 2017, provided that certain conditions are met. 18  Investment Discretion Item 16 Clients have the option of providing Prometheus with investment discretion on their behalf, pursuant to a grant of a limited power of attorney contained in Prometheus’ client agreement. By granting Prometheus investment discretion, a client authorizes Prometheus to direct securities transactions and determine which securities are bought and sold, the total amount to be bought and sold, and the costs at which the transactions will be effected. Clients may impose reasonable limitations in the form of specific constraints on any of these areas of discretion with the consent and written acknowledgement of Prometheus if Prometheus determines, in its sole discretion, that the conditions would not materially impact the performance of a management strategy or prove overly burdensome for Prometheus. See also Item 4, Investment Supervisory Services. Item 17 Voting Client Securities As a matter of firm policy, we do not vote proxies on behalf of clients. Therefore, although our firm may provide investment advisory services relative to client investment assets, clients maintain exclusive responsibility for: (1) directing the way proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. Clients are responsible for instructing each custodian of the assets, to forward to the client copies of all proxies and shareholder communications relating to the client’s investment assets. We do not offer any consulting assistance regarding proxy issues to clients. Item 18 Financial Information Prometheus Capital Management Corp. has no additional financial circumstances to report. Under no circumstances do we require or solicit payment of fees in excess of $1200 more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. Prometheus Capital Management Corp. has not been the subject of a bankruptcy petition at any time during the past ten years. 19