ATCAP Partners LLC

Fees and Compensation

                                    IAR Managed Account Program Fee

      Specific fees charged for your managed account will vary by the program you choose. The below table details
      these fees. AtCap IAR'scharge the following range of fees for their advisory services:

   The AUM fee is negotiated between the IAR and the client using schedules listed below as a maximum. The
   specific fees charged, including the administrative fee, is included in the Client SIS.

              Total Account Value           Maximum Annual Fee1Maximum Annual Fee2

               First $250,000                   2.75%                       2.50%

              Next $750,000                     2.50%                      2.25%
              Above $1,000,000                  2.00%                      1.75%

1 No transaction fees (the IAR may elect to pay transaction fees)

2 Transaction fees paid by client

      Our fee is based on a percentage of the market value of the assets in your account under our
      management. We charge our fee quarterly either in advance or arrears, which will be set forth in the
      SIS. The quarterly fee is one-quarter (1/4) of the annual fee rate. We calculate our fee at the beginning
      of each calendar quarter for fees in advance, and at the end of each calendar quarter for fees in arrears,
      using the ending balance of your assets in your account(s) on the last business day of the previous
      quarter in the case of fees in advance, and the last business day of the quarter immediately ending in
      the case offees in arrears. For accounts billed in advance, we prorate the initial fee based on the number
      of days remaining in the calendar quarter, which is due upon execution of the written advisory
      agreement. Management fees are limited to an annual fee of 0.25% minimum and a 2.5% maximum.
      Upon notification by IAR or you, fees may be adjusted based on significant additions or withdrawals
      from your account during the quarter.

      We reserve the right to negotiate our fees, which may be higher or lower than those described in this
      Brochure. Whether or not we negotiate fees, the fees we will charge you will be set forth in your
      investment advisory agreement. We may also waive certain fees, such as transaction fees, at their
      discretion.

      Cash positions. At any specific point in time, depending upon perceived or anticipated market
      conditions/events (there being no guarantee that such anticipated market conditions events will occur),
      we may maintain cash positions for defensive purposes. All cash positions (investments in money
      market funds, etc.) shall be included as part of assets under management for purposes of calculating
      the management fee. Please see Section: Brokerage Practices below.

      Unless you are invested in an Outside-Sponsored Wrap Fee Program or our own Managed Account
      Program, our fees are exclusive of and in addition to brokerage commissions, transaction fees and other
      clearing and execution costs which you may incur.

      Either of us may terminate our Advisory Agreement at any time by providing written notice to the other
      party. Depending on whether we bill you in arrears or advance, we will charge or refund you the prorated
      amount, as appropriate, of any quarterly fees based upon the number of days remaining in the quarter
      after the effective date of the termination. If we do not provide you a copy of this Part 2A of Form ADV
      at least 48 hours prior to signing the Advisory Agreement, you may terminate the Advisory Agreement
      within 5 business days of signing the Advisory Agreement and receive a full refund of fees paid.

Transaction fees and administrative fees may be borne by the IAR, at the IAR's election. If the IAR pays for
these charges, a higher AUM fee (but not beyond the above maximums) may be negotiated to cover the
additional costs. If the IAR pays the transaction charges, an IAR would have an incentive to limit trading in the
account because the IAR would be charged when executing trades. Asset-based clearing is available at certain
custodians as noted in the Administrative/Transaction Fee Chart. An arrangement that charges AUM fees
instead of transaction charges typically assumes a normal amount of trading activity, but under particular
circumstances such as prolonged periods of inactivity or asset allocations with significant fixed income or cash
weighting, this could result in higher compensation than if transaction fees were paid separately for each
transaction. In negotiating AUM fees and transaction fees, IARs will discuss with their clients the impact of the
size of their account and the anticipated level of activity in the account (with resulting transaction fees) based
on the proposed strategy for their account.

                        SEE ADMINISTRATIVE/TRANSACTION FEE SCHEDULE - NEXT PAGE

ADMINISTRATIVE FEE SCHEDULE

  Custodian       Fee Schedule              Transaction Fee          Annual Account Fee        Notes
  NFS             PREMIER &
                  BROKERAGE                                                   $125*                 OPTIONAL
                  ACCESS METAL
                  CARD UPGRADE
  NFS             IRA ANNUAL                         $35
                  MAINTENANCE FEE

  NFS             IRA TEMINATION                     $125
                  FEE
   NFS            FULL TOA DELIVERY                  $150
  NFS             BOUNCED CHECK                      $75
  NFS             LEGAL TRANSFER                     $150
  NFS             DRS                                $50
                  REGISTRATION/SHIP
                  DRS STMT

  NFS             STOP PAYMENT                       $25
  NFS             PHYSICAL REORG                     $150
  NFS             LEGAL RETURN                       $100
...

Types of Clients

We provide our services described above to individuals, pension and profit-sharing plans, trusts, estates, corporations
and other business entities.

We impose certain conditions for starting or maintaining an account. Generally, managed account programs will have
a minimum account value imposed to open and maintain an account. We may require you to add to the amount in
order to maintain the minimum or request that the account be terminated. We may waive this requirement on a case-
by-case exception basis.

If you are utilizing our AtCap Wrap Fee Program, the managers within the program may require larger minimum account
sizes or impose minimum fees. Please review all agreements and understand any minimum fees or account
requirements prior to executing the written agreement for services.

We do not require a minimum account size for our financial planning services.

Methods of Analysis, Strategies and Risk of Loss

Methods of analysis include but are not limited to the following:

We may utilize fundamental analysis to evaluate securities for potential investments. Fundamental analysis is a
technique that attempts to determine a security's value by focusing on the economic well-being of a financial entity as
opposed to only its price movements. When conducting fundamental analysis, we will review a company's financial
statements and consider factors including, but not limited to, whether the company's revenue is growing, if the company
is profitable, if the company is in a strong enough position to beat its competitors in the future, and if the company is
able to repay its debts. We may also utilize technical analysis to evaluate potential investments. Unlike fundamental
analysis, technical analysis does not analyze the company's value, but instead analyzes the stock's price movement
in the market. Charting is a form of technical analysis in which the various technical factors are diagrammed in order to
illustrate patterns. Technical analysis studies the supply and demand in the market in an attempt to determine what
direction, or trend, will continue in the future. Cyclical analysis is another form of technical analysis which focuses on
the regularity of movements in the stock market and times trading to coincide with anticipated market cycles. However,
there are risks involved with this method, including the risk that the trends will change unpredictably, which is why we
use a combination of methods and obtain information from a variety of sources.

We obtain information from a number of sources, both public and by purchase, including financial newspapers and
magazines, inspections of corporate activities, research materials prepared by third-parties, corporate rating services,
annual reports, prospectuses and filings with the SEC and company press releases. We believe these resources for
information are reliable for making our investment decisions; however, we are not responsible for the accuracy or
completeness of thisinformation.

Investment Strategies

We use a variety of investment strategies depending on your circumstances, financial objectives and needs. We may
recommend implementing one or more of the following investment strategies: long-term purchases (held at least a
year), short-term purchases (held less than a year), trading (held less than 30 days), margin transactions (purchase of
a security on credit extended by a securities company), and option strategies. We may recommend implementing these
strategies using stocks, bonds, mutual funds (held directly or held within variable annuities or life insurance products),
municipal securities, options contracts, interests in partnerships investing in real estate or oil and gas interests, and
other types of investments. Mutual funds of different kinds may be used to promote portfolio diversification within
various asset classes, such as industry sectors, domestic/international, or equities/bonds. We may recommend
periodic purchases, sales, and exchanges of those mutual fund shares within mutual fund families and between
different mutual fund families when there are changes in your needs, market conditions, or economic developments.

Specific IARs manage their own strategies within the AtCap managed account program.

Types of Investments and Risks

We offer advice about a wide variety of investment types, including but not limited to mutual funds, index funds,
exchange traded funds ("ETFs"), stocks, bonds, a variety of fixed income securities, and variable annuities, private
securities, each having different types and levels of risk. We will discuss these risks with you in determining the
investment objectives that will guide our investment advice for your account. We will explain and answer any questions
you have about these kinds of investments.

Investing in securities involves risk of loss that you should be prepared to bear. Obtaining higher rates of return on
investments typically entails accepting higher levels of risk. We do not represent, warrant or imply that our services or
methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate you from
losses due to market corrections or declines. We will work with you to attempt to identify the balance of risks and
rewards that is appropriate and comfortable for you. However, it is still your responsibility to ask questions if you do not
understand fully the risks associated with any investment or investment strategy.

Also, while we strive to render our best judgment on your behalf, many economic and market variables beyond our
control can affect the performance of your investments and we cannot assure you that your investments will be
profitable or that no losses will occur in your investment portfolio. Past performance is one consideration with respect
to any investment or investment advisor, but it is not a predictor of future performance.

Mutual Funds and ETF's
...