This Brochure relates to certain advisory services offered for a fee by ATB Capital Markets USA Inc. (“ATB CM” the “Firm”, “we”, or “us”). ATB CM is an Alberta corporation established in 2010 as a wholly-owned subsidiary of ATB Capital Markets Inc., which is in turn owned by ATB Financial, which is in turn owned by the Province of Alberta, Canada. ATB CM offers a broad range of brokerage, investment banking, and other services. For purposes of this Brochure, “you” or our “clients” refers to advisory clients of ATB CM who pay fees for the Research Services described below, and “ATB” refers to ATB CM, its direct parent ATB Capital Markets Inc., its indirect parent ATB Financial and our other affiliates. RESEARCH SERVICES This advisory business consists of impersonal investment advice to institutional clients through the distribution of research reports prepared by our affiliate. These reports focus on publicly traded securities in specific sectors of the North American economy, currently encompassing energy, life sciences and diversified industries. Our clients also receive access to the research analysts who prepare such reports, and other research-related services as described below (collectively, “Research Services”). Research Services may include any or all of the following types of research products and services:
• Research reports produced by research analysts;
• Other research-related correspondence and communications from research analysts and their team; and
• Access to research analysts in connection with research conferences, calls with clients, and client meetings. Research Services do not include any services or communications provided by institutional sales associates or trading desk strategists (including any services or communications that may refer to or be based on Research Services). Any such services provided by ATB CM or its affiliates are not part of Research Services, as further described below. The delivery of Research Services does not include trade execution, trading, or brokerage services provided to clients by ATB. ATB CM’s advisory relationship with our clients is strictly limited to the provision of Research Services, and any trades, transactions or orders that may be executed, routed,

or otherwise processed through us on behalf of clients will be handled by us (or our affiliates) solely in our capacity as a broker-dealer. Research Services are limited only to the Research Services described above. If you were to engage in securities transactions with us or our affiliates, we will not be acting as an investment adviser with respect to such transactions. We are not providing any investment advice with respect to your investment portfolio or the management of assets. Research Services constitute impersonal investment advice, and we have no liability whatsoever for any investment decision, or results thereof, that you or any permitted user of Research Services makes in connection with the use of Research Services (including any information or data provided therein or otherwise obtained or derived therefrom). However, the limitation contained in this paragraph will not in any way constitute a waiver or limitation of any rights accorded to you under state or federal securities laws for the advisory services. USE OF PARTICIPATING AFFILIATE ATB CM provides Research Services to its clients utilizing the services of certain personnel of ATB Capital Markets Inc., a Canadian investment dealer registered with the Canadian Investment Regulatory Organization (“CIRO”). Such personnel are associated persons of ATB CM within the meaning of Advisers Act Section 202(a)(17). Each such Research Analyst is deemed an associated person of ATB CM as part of the participating affiliate regime established by SEC Staff no-action letters, and ATB Capital Markets Inc. is deemed our participating affiliate. However, ATB Capital Markets Inc. is not registered as an investment adviser in the United States. IMPERSONAL INVESTMENT ADVICE Research Services do not include any evaluation or recommendation by ATB CM of the investment guidelines or security selection for a client’s investment portfolio or the management of assets. Research Services are solely impersonal investment advice. WRAP FEE PROGRAMS We do not make Research Services available through wrap fee programs. ASSETS UNDER MANAGEMENT There are no assets under management in connection with the provision of Research Services, whether discretionary or non-discretionary.