Services MidAtlantic Capital Management, Inc. (“MidAtlantic”), is a privately held investment advisory firm registered with the Securities and Exchange Commission. Based in Richmond, VA, MidAtlantic provides customized portfolio management and co-fiduciary services to families, individual investors, trusts, endowments, pension and profit sharing plans, estates, charitable organizations and business entities. Founded in 1993, MidAtlantic serves as a fiduciary to each investor and each investment decision is made in the best interest of the investor. Wrap Fee Program Description The MidAtlantic C a p i t a l M a n a g e m e n t , I n c . Wrap Fee Program (the “Program”) is a fee-only investment management program sponsored by MidAtlantic. A wrap fee program is an advisory program under which a specified fee or fees not based directly on transactions in the client's account is charged for advisory services, which may include portfolio management or advice concerning the selection of other investment advisers, and the execution of client transactions. This Wrap Fee Program Brochure is limited to describing the services, fees, and other necessary information clients should consider prior to becoming a client within the Program. For a complete description of the other services and fees offered by our firm, clients should refer to our Form ADV Part 2: Firm Brochure. You may obtain a copy of our Firm Brochure by contacting us at MidAtlantic Capital Management, Inc., (804) 272-9200 (phone), [email protected] (email), or www.midatlantic-capital.com (website). Asset Allocation Program The Program offers a diversified portfolio, professional advice and guidance, ongoing due diligence of the investments in the portfolio, tax management, and rebalancing of the client's portfolio to maintain the desired asset allocation, all for a single, asset-based fee. Each portfolio is customized to each investor’s goals, risk tolerance, time horizon, and specific situation. Mutual funds and Exchange Traded Funds (ETFs) are utilized as primary portfolio components, and individual securities (stocks and bonds) can also be incorporated into the customized asset allocation. The services we provide for the Program include the following:
• Assist the client to determine an appropriate investment goal, including identifying the client's financial objectives, risk tolerance, liquidity requirements and time horizons
• Establish a customized Investment Policy Statement (IPS) which serves as the framework for the ongoing management of the account
• Implement the asset allocation strategy based on criteria established in the Investment Policy Statement
• Provide professional investment management of the client's assets
• Distribution of quarterly account statements
• Performance, investment and reinvestment review We manage these advisory accounts on a discretionary basis based on the investment strategy outlined in the Investment Policy Statement. MidAtlantic Capital Management, Inc. receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought and sold. This discretionary authority is outlined in the Investment Advisory Services Agreement. In all cases, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. When selecting securities and determining t h e a m o u n t a l l o c a t e d t o e a c h s e c u r i t y , MidAtlantic observes the investment policies, limitations and restrictions of the clients for which it advises. Investment guidelines and restrictions must be provided to MidAtlantic in writing. MidAtlantic believes that communicating with our clients openly, clearly and on a regular basis keeps them well informed and assures that we are responsive to their immediate and future needs. MidAtlantic is always available to discuss the account or any concerns our clients may have. Program Fees The annualized fees for this program are charged as a percentage of the value of the client's portfolio, according to the following schedule: Assets Under Management Annual Fee Amounts up to $250,000 1.35% Next $250,001 to $500,000 1.00% Next $500,001 to $1,000,000 0.92% Next $1,000,001 to $2,000,000 0.80% Amounts above $2,000,000 0.72% Please note that in certain circumstances the fee schedule shown above may be negotiable. Program fees are charged quarterly in advance. If management begins after the start of a quarter, Program fees will be prorated accordingly. When authorized by the client, fees will be debited from the account in accordance with the terms set forth in the Investment Advisory Services Agreement. The Program fees pay for our firm's advisory services to clients under the Program, administrative expenses of the Program, custody and brokerage charges for clients' assets custodied by National Financial Services LLC and Fidelity Brokerage Services LLC (collectively, and together with all affiliates, "Fidelity"). MidAtlantic recommends Fidelity as a “qualified custodian” for clients’ accounts, with each client signing a separate agreement with Fidelity. In recommending a custodian, MidAtlantic considers the range and quality of the products the custodian offers, the technical support provided, execution quality, commission rates, the financial responsibility and responsiveness of the custodian to both MidAtlantic and its clients. Fidelity’s institutional platform services include brokerage, custody, and other related services. These service that assist MidAtlantic in managing and administering clients' accounts include

software and other technology that (i) provide access to client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its clients' accounts; and (v) assist with back-office functions, recordkeeping and client reporting. Fidelity also offers other services intended to help MidAtlantic manage and further develop its advisory practice. Such services include, but are not limited to, performance reporting, contact management systems, third party research, publications, access to educational conferences, roundtables and webinars, practice management resources, access to consultants and other third party service providers who provide a wide array of business related services and technology with whom MidAtlantic may contract directly. MidAtlantic receives these benefits as a result of its clients’ relationships with Fidelity, but has no formal soft dollar arrangements and receives no compensation from Fidelity. These benefits provided by Fidelity might assist MidAtlantic with its administration of client accounts, and thus slightly help its profitability, creating a potential conflict of interest with clients. MidAtlantic believes this is not a material conflict since the services provided by Fidelity are comparable to services provided by other custodians within the industry. MidAtlantic is independently operated and owned and is not affiliated with Fidelity. The Program fees do not cover brokerage to the extent trades are conducted through brokers or dealers other than National Financial Services LLC and Fidelity Brokerage Services LLC and custody charges if client assets are custodied anywhere other than Fidelity. The Program fees do not include expenses of mutual funds and electronically traded funds such as fund management fees charged to each fund's investors, mark-ups, mark-downs, or spreads paid to market makers, and/or odd-lot differential fees. Other Fees and Expenses Clients may incur charges for other account services provided not directly related to the execution and clearing of transactions, including, but not limited to, wire transfer fees, interest charges on margin loans, exchange fees, and fees for transfers of securities. Additional Information about Program Fees Under the Program, clients receive both investment advisory services and the execution of transactions for a single, combined annualized fee, the Program Fee. Participation in the Program may cost the client more or less than purchasing such services separately. The number of transactions made in the client’s accounts, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. The Program Fee may be higher or lower than fees charged by other sponsors of comparable investment advisory programs. For client accounts in the MidAtlantic Capital Management, Inc. Wrap Fee Program, a potential conflict of interest exists to the extent that MidAtlantic is incentivized to select no transaction-fee (“NTF”) mutual funds, which typically have higher expense ratios that clients would pay, because MidAtlantic otherwise would have to absorb the transaction fee. While MidAtlantic endeavors at all times to put the interests of its clients first as part of MidAtlantic’s fiduciary duty, clients should be aware that the avoidance of additional fees to be absorbed by MidAtlantic itself creates a conflict of interest and may affect the judgment of the individuals making recommendations. To mitigate or eliminate this potential conflict, MidAtlantic conducts reviews of mutual fund expense ratios periodically with respect to client holdings managed by MidAtlantic, and if a less expensive share class is available to the client MidAtlantic will request a conversion to the less expensive share class. Termination of the Advisory Relationship A client agreement may be canceled at any time, by either party, for any reason upon written notice. As disclosed above, certain fees are paid in advance of services provided. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will pro rate the reimbursement according to the number of days remaining in the billing period. Mutual Fund Fees All fees paid to MidAtlantic for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. 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 or funds 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 to be paid by the client and to thereby evaluate the advisory services being provided. Exchange-Traded Funds Shares of ETFs held in client accounts are bought and sold on an exchange and not, like mutual funds, directly from the fund itself. The price of ETF shares fluctuates in accordance with changes in the net asset value (NAV) per share, as well as in response to market supply and demand. Accordingly, ETF shares may trade at a price which differs from NAV per share of the ETF. Additional Compensation MidAtlantic does not accept any form of compensation from investment product providers or financial institutions.