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3060 Peachtree Road, NW
Suite 1880
Atlanta, GA 30305
404.949.2111
www.arcuscp.com
Part 2A of Form ADV: Firm Brochure
March 31, 2025
This brochure provides information about the qualifications and business practices of Arcus Capital
Partners, LLC. If you have any questions about the contents of this brochure, please contact us at
404.949.2111. 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. Arcus Capital
Partners, LLC is a registered investment adviser. Registration of an investment adviser does not
imply any level of skill, training or education. Additional information about Arcus Capital Partners,
LLC also is available on the SEC’s website at www.adviserinfo.sec.gov
Material Changes
Table of Contents
Advisory Business ................... 2
Fees and Compensation ......... 3
Additional information
about our company is
available via the United
States Securities and
Exchange Commission’s
(“SEC”) website:
www.adviserinfo.sec.gov.
Performance-Based Fees and
Side-by-Side Management ..... 7
The last annual update of
Arcus Capital Partners,
LLC’s (“Arcus, we, us,
our, ours”) Disclosure
Brochure was dated
March 28, 2024. Since
that time, we have made
no material changes to
our firm brochure.
Types of Clients ....................... 7
Methods of Analysis,
Investment Strategies and Risk
of Loss...................................... 8
Disciplinary Information ....... 12
Other Financial Industry
Activities and Affiliations ..... 12
The most current version
of our brochure may be
requested by contacting
Adrienne Mandt, CFA
Chief Compliance Officer
at 404.949.2116 or
adrienne.mandt@arcuscp.com.
We will provide you with
our brochure at any time
without charge.
The SEC’s website also
provides information
about any persons
affiliated with Arcus who
are registered as our
investment adviser
representatives (“your
advisory representative”).
Information on our
investment adviser
representatives who work
with your account can
also be found in our
brochure supplements.
Code of Ethics, Participation or
Interest in Client Transactions
and Personal Trading ........... 13
Brokerage Practices .............. 14
Review of Accounts ............... 18
Client Referrals and Other
Compensation ....................... 19
Custody ................................. 20
Investment Discretion ........... 21
Voting Client Securities ......... 21
Financial Information ........... 22
SEC File Number: 801-69325
CRD Number 147346
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Advisory Business
Arcus Capital Partners, LLC (Arcus) is an Atlanta-based investment advisory firm that
has been in business since September 2008. It is a Limited Liability Company
organized under the laws of Georgia. Arcus is primarily owned (82%) by the
following three principals via entities they control:
Stephen S. Sloan
Steven C. Edwards
W. Ross Singletary II
As of December 31, 2024, we managed approximately $2,026,414,027 in client assets
on a discretionary basis. An additional $96,143,769 is managed on a non-discretionary
basis (where our clients made the investment decisions based upon our
recommendations).
We provide investment advisory services utilizing a variety of resources, such as
mutual funds, exchange-traded funds (“ETFs”), stocks, bonds, hedge funds, limited
partnerships, and separate account management. Our recommended allocation
among investment alternatives is based on your investment objectives, risk tolerance,
and other factors.
The relationship begins with a data gathering and interview process designed to help
us understand your goals, objectives, time horizon, and risk tolerance. Depending on
the specific nature of the service needed, we generally develop an investment plan that
is consistent with your desired rate of return, time horizon, and risk tolerance. We
consider such factors as:
the size and source of the account,
your identity and background,
your income and growth objectives,
income tax bracket, and
your relative risk aversion.
Your active participation in the delivery of information and development of stated
goals and objectives is expected. We can then design a portfolio or modify an existing
one. You should notify us promptly if there are any changes in your financial
situation or investment objectives or if you wish to impose any reasonable restrictions
upon the management of your account.
Arcus also provides investment advisory services to pooled investment vehicles,
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Arcus Alternative Income Fund, LP (“AAIF”), Arcus Absolute Return Fund, LP
(“AARF”) and Arcus Elbrus #179 LLC (“Arcus Elbrus”), which are exempt from
registration under the Investment Company Act of 1940, as amended (the “1940
Act”), or state securities law. As the General Partner of the Funds, we are responsible
for making all investment decisions for the Funds. The Funds are managed in
accordance with the investment objectives and strategies described in the private
placement memoranda or other Fund documents.
In conjunction with the management of your account, we have also entered into
agreements with unaffiliated investment managers (sub-advisers) for the provision of
certain investment advisory services to you. We provide individualized investment
advice to you through the selection of these advisers for a portion of your investment
portfolio. These advisers will charge separately for their services. Factors considered
in the selection of these investment managers include:
our assessment of the potential value a particular portfolio manager or investment
program might provide;
your risk tolerance, goals and objectives, as well as investment experience; and
the amount of your assets available for investment.
Fees and Compensation
Broker-dealers that hold client accounts are referred to as custodians. The broker-
dealer that acts as the custodian for your account determines the values of most of the
assets in your portfolio.
To the extent that we include private investment funds owned by you on any
supplemental account reports or billing statements prepared by us, the value(s) for all
such private investment funds shall reflect either the initial purchase price and/or the
most recent valuation provided by the fund sponsor. If the valuation reflects the
initial purchase price (and/or a value as of a previous date), the current value(s) (to
the extent ascertainable) could be significantly more or less than the original purchase
price, thereby affecting your account value and advisory fee accordingly. We make
every effort to obtain accurate and current pricing of your investments for reporting
and billing purposes.
We offer our services on a fee-only basis. Fees for the initial quarter are based on the
value of the actual inflows and outflows of your cash and securities as they are
received by the custodian and are prorated in arrears based upon the number of
calendar days in the calendar quarter that our agreement is in effect.
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At the same time, you are billed for the initial quarter, you will pay for the following
quarter in advance. This fee is calculated based on the market value of the assets in
your account on the last day of that first quarter. Following the end of each quarter
thereafter, you will be billed in advance, less any pro-rata adjustments for actual cash
or securities inflow or outflows from the previous quarter.
Margin accounts are billed on the gross total asset value in the account at the end of
each quarter. Margin loan balances do not reduce the billable account value. The total
net value of your account is the gross value of your assets (including any accrued
income) less your margin loan balance. The total gross value of your assets, and
therefore the billable account value, will exceed the total net value of your account if
you have a margin loan balance. By calculating our fee based on gross total asset
value, we have a conflict of interest if we recommend purchases on margin because
such purchases can increase our compensation. As discussed below, we seek to
address conflicts such as this through disclosure and additional procedures.
Our annual fee schedule is described below:
Assets Under Management Advisory Fee
First $5,000,000 1.50%
Next $5,000,000 1.00%
Next $10,000,000 0.85%
Next $30,000,000 0.70%
Next $50,000,000 0.60%
Next $100,000,000 0.50%
All fees are negotiable at our sole discretion. Such negotiations may be based upon
account size, scope and complexity of services, prior relationships, and related
account holdings.
You must authorize us in writing to have the custodian pay us directly by charging
your account. Your custodian provides you with statements that show the amount
paid directly to us. You should verify the calculation of our fees. Your custodian
does not verify the accuracy of fee calculations.
As compensation for investment advisory services rendered to AARF and AAIF, we
receive a management fee payable monthly in advance from assets of the Funds.
Management fees paid by the Funds are indirectly borne by the investors in the
Funds. The precise amount, and the manner and calculation, of the management fee is
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set forth in the Fund’s Advisory Agreement, limited partnership agreement (or
analogous organizational document) and/or other documentation received by each
investor prior to investment. Fees may differ from one fund to another, as well as
among investors in the same fund.
Arcus does not receive compensation for advisory services to Arcus Elbrus.
Management fees may be charged as described above outside of the fund. You
should refer to the subscription agreement and other offering documents for a
complete description of the fees, investment objectives, risks, and other relevant
information associated with investing in the Funds. The Funds undergo an
independent audit annually by a Public Company Accounting Oversight Board
("PCAOB") registered firm.
Should either one of us terminate the advisory agreement we have entered into before
the end of a billing period, any unearned fees that were deducted from your account
will be returned to you by us. The amount refunded to you is calculated by dividing
the most recent advisory fee you paid by the total number of days in the billing
period. This daily fee amount is then multiplied by the number of calendar days in
the billing period that our agreement was in effect. This amount, which equals the
amount we earned for the partial billing period, is subtracted from the total fee you
paid in advance to determine your refund.
In addition to our fee, you may be required to pay other charges such as:
custodial fees,
brokerage commissions,
transaction fees,
SEC fees,
fees and expenses of third-party sub-advisers,
internal fees and expenses charged by mutual funds or exchange-traded funds
(“ETFs”),
other fees and taxes on brokerage accounts and securities transactions, and
fees and expenses as described in private fund offering memoranda.
You may refer to the section entitled “Brokerage Practices” for additional information
about securities trading in your account.
We may recommend the services of unaffiliated investment advisers to our clients,
and we may receive a referral fee from the selected investment adviser. The fee
received by us is typically a percentage of the fee charged by that investment adviser
to the referred client. Specifically, the firm refers clients to the Harvest Volatility
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Separately Managed Account and Belmont Capital Group’s Theta Overlay Program
and Custom Solutions. In exchange for the referral, the firm receives 30% of the
advisory fee our clients pay Harvest and 50% of the advisory fee our clients pay
Belmont. These unaffiliated investment advisers charge their advisory fee based on
the notional value of the options contracts they manage or the value of the cash and
investments for Customized Solutions. The portion of the advisory fee paid to us
does not increase the total advisory fee paid to the selected investment adviser by the
client. We do not charge the client any fees for these referrals.
Clients should be aware that the receipt of additional compensation by Arcus and its
management personnel or employees creates a conflict of interest that may impair the
objectivity of our firm and these individuals when making advisory recommendations.
Arcus endeavors at all times to put the interest of its clients first as part of our
fiduciary duty as a registered investment adviser; we take the following steps to
address this conflict:
we disclose to clients the existence of all material conflicts of interest, including the
potential for our firm and our employees to earn additional compensation from
making certain recommendations to or exercising certain discretion on behalf of
our advisory clients;
we disclose to clients that they are not obligated to purchase investment products
recommended by us or our employees or offered by affiliated companies;
we collect, maintain and document accurate, complete and relevant client
background information, including the client’s financial goals, objectives and risk
tolerance;
our firm's management conducts regular reviews of each client account to verify
that all recommendations made to a client are suitable to the client’s needs and
circumstances;
we require that our employees seek prior approval of any outside employment
activity so that we may ensure that any conflicts of interests in such activities are
properly addressed;
we periodically monitor these outside employment activities to verify that any
conflicts of interest continue to be properly addressed by our firm; and
we educate our employees regarding the responsibilities of a fiduciary, including
the need for having a reasonable and independent basis for the investment advice
provided to clients;
we have an internal process to determine whether to initiate or terminate use of a
third-party manager; all such decisions must follow this process regardless of
compensation structure or conflicts.
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We may also recommend third-party advisers that do not share their fees with us in
any way; in this situation, we will include the assets managed by these advisers in
calculating the client’s assets under management when calculating our advisory fee.
A copy of all relevant disclosure documents of the unaffiliated investment adviser
(sub-adviser) will be provided to anyone interested in these programs or managers.
Performance-Based Fees and Side-by-Side Management
Performance-based fees are designed to give a portion of the returns of an investment
to the investment adviser as a reward for positive performance. The fee is generally a
percentage of the profits made on the investments.
We may share in performance-based fees from sub-advisors or other investment
strategies that we may recommend to some clients. This creates an incentive for us to
invest or refer clients to these sub-advisors or investment strategies. We nevertheless
believe we only recommend these investments when they are in our client’s best
interest.
As discussed above, Arcus is the General Partner of both AARF and AAIF (the
Funds). A portion of the Funds’ net investment profit is allocated to the capital
account of its General Partner as “carried interest.” The opportunity to earn carried
interest may create an incentive for us to disproportionately allocate time, services, or
functions to the Funds, or allocate investment opportunities to such funds. We
address this conflict through disclosure and by following an allocation procedure that
is designed to fairly distribute investment opportunities.
Types of Clients
We provide advisory services primarily to high-net-worth individuals, charitable
organizations, corporations and other businesses, as well as pension and profit-sharing
plans. As a condition for starting and maintaining an advisory relationship, we
generally require a minimum portfolio size of $1,000,000.
We, at our sole discretion, may accept clients with smaller portfolios based upon
certain factors including:
anticipated future earning capacity,
anticipated future additional assets,
account composition,
related accounts, and
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pre-existing client relationships.
We will consider the portfolios of your family members who are also clients to
determine if your portfolio meets our criteria.
Methods of Analysis, Investment Strategies and Risk of Loss
We employ a specific process in constructing a portfolio based on your individual
investment objectives and risk tolerances. We begin the portfolio construction
process by screening the universe of funds and managers using qualitative inputs such
as:
strategies,
assets under management,
internal expenses,
identifying managers who commit significant personal funds to their own strategy,
and
manager tenure.
We also evaluate quantitative inputs based on:
historical returns,
volatility of returns,
variance of returns,
value added by managers, and
the strategy's sensitivity to broad market movements.
Actual fund or manager selection and portfolio weighting of each asset is determined
by how each strategy is expected to contribute to portfolio returns, in addition to our
outlook for asset classes and investment strategies.
Funds and managers are continuously monitored and can be removed from accounts
for a number of reasons. Factors that may lead to the elimination of a fund or
manager from a portfolio may include:
underperformance of the fund/manager vs. peers or expectations,
costs relative to peers or expectations,
an increase in volatility of a manager's returns,
an unwanted change or drift in strategy, or
a change in management.
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Depending upon suitability and your investment parameters, investment strategies
may include long-term and short-term purchases, trading (securities sold within 30
days), and the use of options, margin, and short sales.
Arcus utilizes financial planning software for existing clients when requested. Arcus
does not receive any additional compensation for this service. This is an additional
tool that may or may not be used in the building of a comprehensive personalized
investment recommendation.
Both AARD and AAIF seek to provide investors with an attractive level of total
return, with an emphasis on current income. Strategies and risks related to the Funds
are more fully described in the offering documents.
Most investments involve a variety of risks, including possible:
loss of principal,
reduction in earnings (including interest, dividends and other distributions), and
loss of future earnings.
Additionally, investments we purchase/recommend for you may suffer or be exposed
to the following risks:
market risk,
underperformance of managed funds and other vehicles,
interest rate, credit, and other fixed income risk,
alternative investment risk,
issuer, equity market, and general economic risk,
liquidity risk,
foreign security risk, and
margin risk.
Market Risks. While Arcus manages client investment portfolios based on Arcus’s
experience and research, the value of client investment portfolios will change daily
based on the performance of the underlying securities in which they are invested.
Accordingly, client investment portfolios are subject to the risk that Arcus (or a
selected sub-adviser) may allocate client assets to individual securities and/or asset
classes that are adversely affected by unanticipated market movements, and the risk
that specific investment choices could underperform their relevant indexes.
Risks of Investments in Mutual Funds, ETFs and Other Investment Vehicles. Arcus may invest
client portfolios in mutual funds, ETFs and other investment vehicles (“pooled
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investment vehicles”). Investments in pooled investment vehicles can be less risky
than investing in individual securities because of their diversified portfolios; however,
these investments are still subject to risks associated with the markets in which they
invest. In addition, the success of pooled investment vehicles will be related to the
skills of their particular managers and their performance in managing their funds.
Pooled investment funds are also subject to risks due to regulatory restrictions
applicable to registered investment companies under the Investment Company Act of
1940. Prospectuses and other offering materials for these products provide important
additional information about their risks.
Interest Rate, Credit, and Fixed Income Risks. Arcus (or a selected sub-adviser) may invest
portions of client assets directly into fixed-income instruments, such as bonds and
notes, or may invest in pooled investment funds that invest in bonds and notes.
While investing in fixed-income instruments, either directly or through pooled
investment funds, is generally less volatile than investing in stock (equity) markets,
fixed-income investments nevertheless are subject to risks. These risks include,
without limitation, interest rate risks (risks that changes in interest rates will devalue
the investments), credit risks (risks of default by borrowers), or maturity risk (risks
that bonds or notes will change in value from the time of issuance to maturity).
Risks Related to Alternative Investments. From time to time and as appropriate, Arcus
may invest a portion or a client’s entire portfolio in alternative vehicles and
investments. The value of client portfolios will be based in part on the value of
alternative investment vehicles in which they are invested, the success of each of
which may depend heavily upon the efforts of their respective managers and the
market for these products and their holdings. When the investment objectives and
strategies of a manager are out of favor in the market or a manager makes
unsuccessful investment decisions, the alternative investment vehicles managed by the
manager may lose money. A client account may lose a substantial percentage of its
value if the investment objectives and strategies of many or most of the alternative
investment vehicles in which it is invested are out of favor at the same time, or many
or most of the managers make unsuccessful investment decisions at the same time.
Issuer, Equity Market and General Economic Risks. Arcus (or a selected sub-adviser) will
generally invest portions of client assets directly into equity investments, primarily
stocks, or into pooled investment funds that invest in the stock market. While pooled
investments have diversified portfolios that may make them less risky than
investments in individual securities, funds that invest in stocks and other equity
securities are nevertheless subject to the risks of the stock market. These risks
include, without limitation, the risks that stock values will decline due to daily
fluctuations in the markets, and that stock values will decline over longer periods (e.g.,
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bear markets) due to general market declines in the stock prices for all companies,
regardless of any individual security’s prospects.
Foreign Securities Risks. Arcus (or a selected sub-adviser) may invest portions of client
assets internationally, either directly or through pooled vehicles. While foreign
investments may enhance the diversification of client investment portfolios, they carry
risks that may be different from U.S. investments. For example, foreign investments
may not be subject to uniform audit, financial reporting or disclosure standards,
practices or requirements comparable to those found in the U.S. Foreign investments
are also subject to foreign withholding taxes and the risk of adverse changes in
investment or exchange control regulations. Finally, foreign investments may involve
currency risk, which is the risk that the value of the foreign security will decrease due
to changes in the relative value of the U.S. dollar and the security’s underlying foreign
currency.
Margin risk: To the extent a client borrows against the value of the client’s account, or
authorizes Arcus to use margin for trading, the account will be exposed to additional
risks associated with margin. Funds borrowed are usually loaned by securities broker-
dealers and will typically be secured by the client’s securities and/or other assets. In
certain circumstances, the lending broker-dealer may demand an increase in the
collateral that secures the client’s obligations and, if the client is unable or unwilling to
provide additional collateral, the broker-dealer can liquidate assets held in the account
to satisfy the client’s obligations to the broker-dealer. Liquidation in such
circumstances can result in the client realizing losses during market declines, and
missing the opportunity to participate in a recovery when the market recovers. In
addition, borrowing on margin results in interest expense, and there is a risk that the
securities securing the margin loan will not perform at a level that covers the interest
expense.
Risks specific to funds and other private placements are more thoroughly discussed in
the offering documents.
Although we manage your portfolio in a manner consistent with your stated
objectives and risk tolerances, we cannot guarantee that our efforts will be
successful. You should be prepared to bear the risk of loss.
You must also be aware that the use of margin, options and short sales are higher risk
strategies. It is possible to lose all of the principal you invest, and sometimes more.
In a cash account, your risk is limited to the amount of money that you have invested.
In a margin account, your risk includes the amount of money invested plus the
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amount that has been loaned to you. When you short sell, your losses can be
unlimited.
Disciplinary Information
We have not been the subject of any legal or disciplinary events that would be
material to your evaluation of our business or the integrity of our management.
Other Financial Industry Activities and Affiliations
Arcus Capital Partners, LLC serves as the General Partner of AARD and AAIF and
W. Ross Singletary II serves as the Managing Member of Arcus Elbrus. Arcus Elbrus
is closed to new investors. It is possible that the interests of the Funds will, on
occasion, conflict with the interests of other accounts we manage.
We will use our best judgment when dealing with such conflicts. The following
factors may mitigate, but do not eliminate, conflicts of interest among Funds and
accounts:
we will not make any investment unless we believe such investment is in the best
interest of the account or fund for which it is considered,
we have policies and procedures designed to address the fair allocation of
investment opportunities,
we may, at our sole discretion, use a third party, such as a pricing service, to
resolve conflicts concerning the fairness of price or value, and
we have established policies and procedures to guard against unlawful and
inappropriate disclosure and use of material, nonpublic information.
We also occasionally recommend another investment adviser when we determine their
investment strategy is suitable for your account. If you establish an investment
advisory relationship with other firms, we share in the advisory fees you pay to the
other firm. As described more fully above, arrangements of this nature present a
conflict of interest because they create an incentive to make recommendations based
upon the amount of compensation an adviser receives. We explain the specific costs
associated with any recommended investments or unaffiliated advisers, and believe we
make these recommendations in your best interest.
Certain of our Managing Partners serve on Limited Partner Advisory Committees
(“LPACs”) of investments owned by some of our advisory clients and employees, and
a potential product selection for future clients and employees. The positions are
nonpaid and in a nonfiduciary capacity to the Limited Partnership.
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Certain of our Managing Partners also serve on Boards of Directors of investments
owned by some of our advisory clients and employees. Investments in such
companies are offered to certain clients of Arcus. These positions may give our
Managing Partners, from time to time, sensitive and confidential information in
relation to these investments. Our Managing Partners are not required to, and may be
prohibited from, acting on this information on your behalf. They are in some
instances compensated for their services as a director. We disclose the participation
of our Managing Partners in such roles to our advisory clients who invest in the
related securities. Information concerning each of our Managing Partners and their
outside business activities can be found in their respective brochure supplements.
Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
We have adopted a Code of Ethics (“Code”) to address the securities-related conduct
of our advisory representatives and employees. The Code includes our policies and
procedures developed to protect your interests and establishes the following
principles:
we have a duty at all times to place your interests ahead of ours;
personal securities transactions of our advisory representatives and employees
must be conducted in a manner consistent with the Code and avoid any actual or
potential conflict of interest, or any abuse of an advisory representative’s or
employee’s position of trust and responsibility;
advisory representatives may not take inappropriate advantage of their positions;
we maintain the confidentiality of your personal financial information, including
your security holdings and financial circumstances; and
we view our independence in the investment decision-making process as
paramount.
We will provide a copy of the Code to you or any prospective client upon request.
We buy and sell securities for our proprietary accounts that we also recommend to
clients. Our advisory representatives and employees are also permitted to buy or sell
the same securities for their personal and family accounts that are bought or sold for
your account(s). The personal securities transactions by advisory representatives and
employees raise potential conflicts of interest when they trade in a security that is
owned by you or considered for purchase or sale for you.
We have adopted policies and procedures that are intended to address these conflicts
of interest. These policies and procedures:
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require our advisory representatives and employees to act in your best interest,
prohibit favoring one client over another, and
provide for the review of transactions to discover and correct any same-day trades
that result in an advisory representative or employee receiving a better price than a
client.
Advisory representatives and employees must follow our procedures when purchasing
or selling the same securities purchased or sold for you.
Brokerage Practices
Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”) allows advisers,
under certain circumstances, to cause clients to pay a broker or dealer a commission
that is larger than another broker or dealer may have charged for the same
transaction. This additional cost recognizes an additional value provided by the
broker or dealer, perhaps in the form of specialized trade execution or research.
While Arcus has no specific soft dollar arrangements for separately managed
accounts, our pooled vehicles may engage in such arrangements. More detailed
information concerning these arrangements can be found in the appropriate private
placement memorandum or other fund documents.
The custodians we recommend typically also serve as your Broker-Dealer. We
frequently recommend Charles Schwab & Company, Inc. (“Schwab”) and in some
instances recommend another broker-dealer or custodian (together, the “Broker-
Dealers”) to serve as the custodian and broker-dealer for separately managed
accounts. The Broker-Dealer you select will assist us in servicing your accounts. We
are independently owned and operated and not affiliated with any Broker-Dealer.
Our use of the Broker-Dealers is, however, a beneficial business arrangement for us
and for them. Information regarding the benefits of this relationship is described
below.
In recommending the Broker-Dealers as custodian and as the securities brokerage
firm responsible for executing transactions for your portfolios, we consider at a
minimum their:
existing relationship with us,
financial strength,
reputation,
reporting capabilities,
execution capabilities,
pricing, and
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types and quality of research.
The determining factor in the recommendation of the Broker-Dealers to execute
transactions for your accounts is not the lowest possible transaction cost, but whether
the Broker-Dealers can provide what is in our view the best qualitative execution for
your account.
The Broker-Dealers provides us with access to its institutional trading and custody
services, which includes:
brokerage,
custody,
research, and
access to mutual funds and other investments that are otherwise generally available
only to institutional investors or would require a significantly higher minimum
initial investment.
The Broker-Dealers do not charge separately for holding our clients’ accounts, but are
compensated by you through other transaction-related fees associated with the
securities transactions it executes for your accounts.
The Broker-Dealers make available to us other products and services that benefit us
and may benefit our clients generally, but may or may not benefit you directly. Some
of these products and services assist us in managing and administering our client
accounts, such as software and other technology that:
provide access to account data such as:
o duplicate trade confirmations,
o bundled duplicate account statements, and
o access to an electronic communication network for client order entry and
account information;
facilitate trade execution, including:
o access to a trading desk serving advisory participants exclusively and
o access to block trading which provides the ability to combine securities
transactions and then allocate the appropriate number of shares to each
individual account;
provide research, pricing information and other market data;
facilitate payment of our fees from client accounts;
assist with back-office functions, record keeping and client reporting; and
provide compliance support and publications.
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The Broker-Dealers also make available to us other services intended to help us
manage and further develop our business. These services may include:
consulting,
publications and conferences on practice management,
information technology,
business succession,
regulatory compliance, and
marketing.
The Broker-Dealers sometimes make available or arrange for these types of services
to be provided to us by independent third parties. The Broker-Dealers can discount
or waive the fees they would otherwise charge for some of the services made available
to us. They can also pay all or a part of the fees of a third party providing these
services to us.
We receive economic benefits as a result of our relationship with the Broker-Dealers
because we do not have to produce or purchase the products and services listed
above. We have an incentive to recommend a Broker-Dealer based on our interest in
receiving the research or other products and services. We also have a relationship
with Schwab, as discussed more fully below under Client Referrals and Other
Compensation, pursuant to which Schwab refers prospective clients to us. These
benefits may create a conflict of interest. However, we believe that we act in your
best interest to recommend broker-dealers that provide the combination of services
and execution which best meet your needs.
Trades placed with each Broker-Dealer may be placed at different times and at
different prices than other Broker-Dealers. Commissions and other fees for
transactions executed through the Broker-Dealers may be higher than commissions
and other fees available if you use another custodial or brokerage firm to execute
transactions and maintain custody of your account. Fees for trades executed at
broker-dealers other than your chosen custodian are in addition to the executing
broker-dealer’s fees. Thus, it will likely be more cost-effective to execute your trades
through your selected custodian. We nevertheless acknowledge our duty to seek best
execution of trades for client accounts. We believe, however, that the overall level of
services and support provided to our clients by the Broker-Dealers we recommend
outweighs the benefit of possibly lower transaction costs which may be available
under other brokerage arrangements.
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Many of the services described above are used to benefit all or a substantial number
of our accounts, including accounts not maintained through the Broker-Dealer who
provided the service. We do not attempt to allocate these benefits to specific clients.
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 and it is not one of the above-
mentioned Broker-Dealers, 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.
When appropriate we engage in bunched trading, which is the purchase or sale of a
security for the accounts of multiple clients in a single transaction. If a bunched trade
is executed, each participating client receives a price that represents the average of the
prices at which all of the transactions in a given bunch were executed. If the order is
not completely filled, the securities purchased or sold are distributed among
participating clients on a pro-rata basis or in some other equitable manner.
Bunched trades are placed only when we reasonably believe that the combination of
the transactions provides better prices for clients than had individual transactions
been placed for clients. Transactions for nondiscretionary client accounts are not
bunched with transactions for discretionary client accounts. Transactions for the
accounts of our employees are included in bunched trades when they are trading the
same security on the same day as our clients. They receive the same average price and
pay the same commissions and other transaction costs, as clients. Transactions for
the accounts of our employees will not be favored over transactions for client
accounts.
We are not obligated to include any client account in a bunched trade. Bunched
trades will not be placed for any client’s account if doing so is prohibited or otherwise
inconsistent with that client’s investment advisory agreement. No client will be
favored over any other client.
It is our policy that you must not be disadvantaged if a trade made on your behalf
contains an error (either wrong number of shares, wrong product or wrong account).
Trade errors are corrected to reflect the original intent of the trade order without cost
to you.
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We engage in internal cross transactions when such a trade is in the best interest of
both parties. We will not directly or indirectly receive commissions or transaction-
based compensation from the trade; we receive no compensation other than our
advisory fee. Pricing for such trades shall be based upon the independent current
market price of the security. Documentation of each trade will be maintained by the
respective trading desk and reviewed on a quarterly basis by our Chief Compliance
Officer or their designee.
On occasion, we engage in principal transactions. Prior to executing any principal
transactions, we inform the client by phone of our capacity and get their “informed
consent” to place the trade/transaction. We follow up with each client, in writing,
reiterating our principal capacity, disclosing the inherent conflict of interest as a result
of this capacity, and confirming the client’s consent. We maintain this documentation
and it is available for review on a periodic basis by our Chief Compliance Officer or
their designee.
Review of Accounts
The portfolio of recommended securities is generally reviewed in aggregate on an
ongoing basis. Any perceived need for change based on any of these reviews is then
considered for each client portfolio on an individual basis.
Each individual portfolio is reviewed no less frequently than quarterly, although the
sequences and frequency of reviews may change depending upon your particular
needs or objectives, or the nature of the portfolio. Changes in your circumstances or
general market conditions, as well as other economic or political changes can trigger
more frequent reviews.
We also periodically review reports provided to you by unaffiliated investment
advisers that manage your accounts. We contact you at least annually, or more often
as we agree upon, to:
review your financial situation and objectives,
communicate information to the unaffiliated adviser managing the account as
warranted, and
to assist you in understanding and evaluating the services provided.
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Client Referrals and Other Compensation
As previously described, Arcus has entered agreements with one or more firms who
pay Arcus a referral fee for referring clients. Generally speaking, these firms do not
charge our clients a higher fee because they are paying Arcus a referral fee.
Arcus receives client referrals from Schwab through our participation in Schwab
Advisor Network® (“the Service”). The Service is designed to help investors find an
independent investment advisor. Schwab is a broker-dealer independent of and
unaffiliated with Arcus. Schwab does not supervise Arcus and has no responsibility
for Arcus’ management of clients’ portfolios or our other advice or services. We pay
fees to Schwab to receive client referrals through the Service.
Arcus pays Schwab a Participation Fee on all referred clients’ accounts that are
maintained in custody at Schwab. The Participation Fee paid by us is a percentage of
the fees the client owes to us or a percentage of the value of the assets in the client’s
account, subject to a minimum Participation Fee. Arcus pays Schwab the Participation
Fee for so long as the referred client’s account remains in custody at Schwab. The
Participation Fee is billed to us quarterly and may be increased, decreased or waived
by Schwab from time to time. The Participation Fee is paid by us and not by the
client. We have agreed not to charge clients referred through the Service fees or costs
greater than the fees or costs we charge clients with similar portfolios who were not
referred through the Service.
We do not accept the referral of clients from Schwab who do not intend to custody
their assets at Schwab, nor do we recommend the transfer of assets from Schwab. We
generally would pay Schwab a Non-Schwab Custody Fee if custody of a referred
client’s account is not maintained by, or assets in the account are transferred from,
Schwab. Thus, if you are referred to us via the Service we have an incentive to
recommend that your client accounts be held in custody at Schwab.
We may enter into solicitation agreements pursuant to which we compensate third-
party intermediaries for client referrals that result in the provision of investment
advisory services by Arcus. We will disclose these solicitation arrangements to
affected investors, and any cash solicitation agreements will comply with Rule 206(4)-
1 under the Advisers Act. Solicitors introducing clients to Arcus may receive
compensation from Arcus, such as a retainer, a flat fee per referral and/or a
percentage of introduced capital. Such compensation will be paid pursuant to a
written agreement with the solicitor and generally may be terminated by either party
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from time to time. The cost of any such fees will be borne entirely by Arcus and not
by any affected client.
We also receive certain economic benefits as a result of our participation in Schwab’s
institutional program. Those benefits are described in detail in the preceding section
entitled “Brokerage Practices.”
Custody
We do not serve as the qualified custodian for your account. However, Arcus is
deemed to have custody of clients’ funds and securities because we have our advisory
fees debited from client accounts with written client permission. You will receive
statements from the custodian that holds your investment account on at least a
quarterly basis. We urge you to carefully review these statements and compare them
to the account statements that we may provide you. You should verify that the
transactions in your account are consistent with your investment goals and the
objectives for your account. We also encourage you to contact your advisory
representative or our Chief Compliance Officer should you have any questions or
concerns regarding your account.
Because Arcus or its affiliates serve as General Partners or Managing Members of
Private Funds (outlined in “Advisory Business”) and, therefore, have authority over
client assets that are invested in the Private Funds, Arcus is considered to have
custody of client funds that are invested in such Private Funds. Arcus shall comply
with Rule 206(4)-2 of the Advisers Act by having an unqualified U.S. GAAP audit
performed for each Private Fund (performed by a PCAOB-registered firm) and
results of those audits are delivered annually to all members of the Fund within 120
days of the fund’s fiscal year-end. When the Private Fund is a “fund of funds” (a
pooled investment vehicle that invests 10 percent or more of its total assets in other
pooled investment vehicles that are not, and are not advised by, a related person of
the pool, its general partner, or its adviser), audited financials may be delivered within
180 days. If the Private Fund is a top-tier fund, audited Financials must be delivered
within 260 days.
Finally, Arcus is deemed to have custody of clients’ funds because certain clients have
granted Arcus limited power in a Standing Letter of Authorization (SLOA) to
disburse funds to one or more third parties as specifically designated by the client.
Arcus conforms to the conditions set forth in the “Investment Adviser Association
No-Action Letter” dated February 21, 2017.
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Investment Discretion
We offer our advisory services on a discretionary and non-discretionary basis.
Discretionary means that we do not need advance approval from you to determine
the type and amount of securities to be bought and sold for your accounts. Non-
discretionary means that we must obtain advance approval of our recommendations
from you prior to the purchase or sale of any securities for your accounts.
We do not, in either case, have the ability to choose the Broker-Dealer through which
transactions will be executed in separately managed accounts without your prior
approval. You may direct that such transactions be placed through brokers specified
by you. Additionally, we do not have the ability to withdraw funds from separately
managed accounts except when you provide written authorization for us to deduct
our advisory fees directly from your account.
Discretion is used in a manner consistent with the stated investment objectives for
your account, if you have given us written authorization to do so. We only exercise
discretion in accounts where we have been authorized by you. This authorization is
included in the investment management agreement you enter into with us.
Voting Client Securities
Generally, we do not take any action or give any advice with respect to voting of
proxies solicited by or with respect to the issuers of securities in which your accounts
may be invested. In addition, we do not take any action or give any advice with
respect to any securities held in any accounts that are named in or subject to class
action lawsuits.
Subject to the direction of certain ERISA clients, proxies on securities held in those
accounts are voted by our internal managers. We have adopted policies and
procedures designed to comply with our fiduciary obligations and to prevent conflicts
of interest from influencing proxy voting decisions made on behalf of ERISA clients.
Our proxy voting policies and procedures, including information for ERISA clients
on how their securities were voted, are available upon written request to:
Arcus Capital Partners, LLC
Attention: Chief Compliance Officer
3060 Peachtree Road NW, Suite 1880
Atlanta, GA 30305
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Financial Information
We have no financial commitment that impairs our ability to meet contractual and
fiduciary commitments to you and we have not been the subject of a bankruptcy
proceeding.
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