Firm Brochure - nebula.wsimg.com

Firm Brochure (Part 2A of Form ADV)

ClearPoint Capital Management LLC

4513 Old Shell Road, Building 1-B

Mobile, Alabama 36608

Telephone: 251-317-0206

Fax: 855-861-7509

www.clearpointcap.com

Email: [email protected]

This brochure provides you with information about the qualifications, business practices and nature of advisory services of ClearPoint Capital Management LLC, all of which should be considered before becoming an advisory client of our Firm. Please contact Paul D. Elcan, Chief Compliance Officer, at 251-317-0206 or [email protected] if you have any questions about this narrative brochure. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”), or by any state securities authority. We are registered as an Investment Adviser with the Alabama Securities Commission. We are not registered as an Investment Adviser with the SEC or with any other state. Registration does not imply a certain level of skill or training. Additional information about our Firm is available on the Investment Adviser Public Disclosure 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 166527.

February 11, 2014

Item 2 Material Changes

We will ensure that you receive a summary of any material changes to this and subsequent Firm Brochures within 120 days of the close of our business’ fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary.

This Firm Brochure is a formatted disclosure document and has been prepared by ClearPoint Capital Management LLC (“ClearPoint”) in accordance with SEC rules and requirements.

MATERIAL CHANGES SINCE THE LAST UPDATE

This section of the Brochure reflects the update of any material changes that occurred since the previous delivery of our brochure in June 2013. This version of Part 2A of Form ADV (“Firm Brochure”) and Part 2B of Form ADV (“Supplement Brochure”), dated February 10, 2014 has material changes to report. We have updated our brochure to include that as of December 31, 2013, we have approximately $600,000 assets under management and provide our asset management services to approximately 13 clients. We have updated our information regarding other business activities of our investment adviser representatives. Paul D. Elcan now serves as the Chief Compliance Officer. Silas L. Peters no longer serves as the Chief Compliance Officer. We have also added our website to the cover page of this brochure.

More information regarding these changes is in “Item 10 Other Financial Industry Activities and Affiliations”, and the Form ADV Part 2B brochures for our investment adviser representatives.

FULL BROCHURE AVAILABLE

We will provide you with a new version of the Brochure as necessary based on changes or new information, at any time, without charge. Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at 251-317-0206 or by email at: [email protected].

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Item 3 Table of Contents Page

Item 2 Material Changes ........................................................................................................................................ 1

Item 3 Table of Contents ....................................................................................................................................... 2

Item 4 Advisory Business...................................................................................................................................... 3

Item 5 Fees and Compensation .......................................................................................................................... 5

Item 6 Performance-Based Fees & Side-by-Side Management ............................................................ 7

Item 7 Types of Clients ........................................................................................................................................... 8

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ................................................ 9

Item 9 Disciplinary Information ...................................................................................................................... 12

Item 10 Other Financial Industry Activities and Affiliations ............................................................... 12

Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ......................................................................................................................................................... 15

Item 12 Brokerage Practices ............................................................................................................................. 16

Item 13 Review of Accounts .............................................................................................................................. 18

Item 14 Client Referrals and Other Compensation .................................................................................. 19

Item 15 Custody ...................................................................................................................................................... 19

Item 16 Investment Discretion ......................................................................................................................... 21

Item 17 Voting Client Securities....................................................................................................................... 21

Item 18 Financial Information .......................................................................................................................... 21

Item 19 Requirements for State-Registered Advisers ............................................................................ 22

PRIVACY POLICY ..................................................................................................................................................... 24

Brochure Supplement (Part 2B of Form ADV) ......................................................................................... 25




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Item 4 Advisory Business

A. FIRM DESCRIPTION

ClearPoint Capital Management LLC (“ClearPoint” or the “Firm”) is organized as a Florida limited liability company that was founded in 2012.

ClearPoint’s current business activities consist of providing investment advisory services to a pooled investment vehicle, Crowne Pointe Capital Fund, LP (the “Fund”) which is structured as a Delaware limited partnership and providing advisory services to clients through Separately Managed Accounts (SMA).

Members: The members of ClearPoint are Silas L. Peters, Scott R. McCaghren, R. Mark Foster, Thomas B. Clement, D Strategies LLC, and P Strategies LLC. Each has between 10% and less than 25% ownership interest in the Firm.

B. TYPES OF ADVISORY SERVICES

1. Separately Managed Accounts

ClearPoint provides various investment advisory services through Separately Managed Accounts (SMA) with an emphasis on asset allocation. SMAs are typically individually managed investment portfolios managed by independent investment management companies (money managers). Unlike a mutual fund, where the funds are commingled, a separately managed account is a portfolio of individually owned securities.

ClearPoint serves as the investment adviser for the client’s Separately Managed Account(s). This is a program that allows ClearPoint to create an investment model portfolio and manage it within the investment guidelines and financial parameters of the portfolio. ClearPoint may serve as the investment adviser to manage only one asset class (e.g., large capitalization common stock portfolio or duration-limited fixed income portfolio) or one investment style from its investment product offering. In such an investment advisory relationship, the portfolio’s investment strategy is more limited by the specific product or investment style being sought.

ClearPoint will have discretion to determine the securities to buy and sell within the account, subject to reasonable restrictions imposed by the client.

ClearPoint investment adviser representatives will ask the client to provide statements summarizing current investments, income and other earnings, recent tax returns, retirement plan information, other assets and liabilities, wills and trusts, insurance policies, and other pertinent information.

ClearPoint provides investment advisory services to the SMA accounts based on the investment objectives of the overall portfolio. The portfolio’s investment objective is to achieve growth and income with a strict focus on risk management by using proprietary

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trading techniques. The portfolio seeks to achieve this objective by focusing on equity, commodity, and options markets, using a unique combination of technical and fundamental analysis while keeping a global macro-perspective.

2. Crowne Pointe Capital Fund

Crowne Pointe Capital Fund is closed to new investors however; ClearPoint provides investment advice to the Fund which invests its assets in securities. ClearPoint also acts as General Partner to the Fund, and as General Partner is solely responsible for the management of the Fund. Investors in the Fund are limited partners (the “Limited Partners”).

ClearPoint provides investment advisory services to the Fund based on the investment objectives of the Fund. The Fund’s investment objective is to achieve growth and income with a strict focus on risk management by using proprietary trading techniques. The Fund seeks to achieve this objective by focusing on equity, commodity, and options markets, using a unique combination of technical and fundamental analysis while keeping a global macro-perspective.

This document is not an offer to sell or a solicitation of an offer to buy Interests in the Fund. Such an investment may be made only after receipt and review of the Fund’s Confidential Private Placement Memorandum (the “Memorandum”). The Memorandum contains important information concerning risk factors and other material aspects of the Fund and it must be read carefully before making an investment decision. The information in this document is qualified in its entirety by, and should be read in conjunction with, the information contained in the Memorandum.

C. TAILORED RELATIONSHIPS

ClearPoint provides investment advisory services to the Fund based on the investment objectives of the Fund. ClearPoint does not provide tailored investment advice to the Limited Partners in the Fund or to the clients with SMA accounts.

D. WRAP FEE PROGRAMS

Wrap Fee Programs are arrangements between broker-dealers, investment advisers, banks and other financial institutions and affiliated and unaffiliated investment advisers through which the Clients of such firms receive discretionary investment advisory, execution, clearing and custodial services in a “bundled” form. In exchange for these “bundled” services, the Clients pay an all-inclusive (or “wrap”) fee determined as a percentage of the assets held in the wrap account.

Due to the nature of its advisory services, ClearPoint does not participate in and is not a sponsor of wrap fee programs.

E. ASSETS UNDER MANAGEMENT

When calculating regulatory assets under management, an Investment Adviser must include the value of any private fund over which it exercises continuous and regular supervisory or

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management services. As of December 31, 2013 ClearPoint manages approximately $600,000 in assets under management and 13 total clients.

Item 5 Fees and Compensation

A. ADVISORY FEES AND BILLING

ClearPoint earns its fees and compensation by providing advice and investment management services to SMA accounts and the Fund. The compensation will be in the form of Management fees (the “Management Fee”) and, for the Fund only, Performance-based fees (the “Performance Fee”), and are assessed as follows:

1. SMA Management Fees

A Management Fee is charged quarterly in arrears by ClearPoint. The Management Fee is equal to 0.25% (1.0% per annum) of the account balance as of the end of such month. The Management Fee may be negotiable under certain circumstances.


A management fee (the “Management Fee”) is paid quarterly in arrears to ClearPoint. The Management Fee is equal to 0.50% (2.0% per annum) of each Limited Partner’s capital account balance as of the end of such month. The Management Fee, with respect to any Limited Partner, may be waived or altered by the Fund’s General Partner.

3. Performance Allocation Fees

ClearPoint charges a performance fee, or otherwise earns a performance profit allocation, based on the net capital appreciation or profits earned by clients who are “accredited investors” as defined by Regulation 501(a) of Regulation D under the Securities Act. This fee is applicable to the Crowne Pointe Capital Fund only.

ClearPoint shall receive a performance profit allocation (“Performance Allocation”), in an amount that will be equal to twenty percent (20%) of the net profits allocable to each limited partner as of the end of each calendar year, subject to a “high water mark” mechanism, such that ClearPoint’s Performance Allocation will only be earned on new net profits above each limited partner’s highest historical account balance. Net profits shall mean investment profits net of operating expenses allocated to the Fund. All prospective Fund investors will be provided with detailed disclosure about the amount, purpose, and terms of the Performance Allocation prior to making any commitment to invest in the Fund.

B. OTHER FEES AND EXPENSES

1. SMA Accounts

ClearPoint advisory fees for SMAs do not include brokerage commissions, transaction fees, and other related costs and expenses. Clients may incur certain charges imposed by custodians, third party investment companies and other third parties. These include fees

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charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds, money market funds and exchange traded funds also charge internal management fees, which are disclosed in the fund’s prospectus. These fees may include, but are not limited to, a management fee, upfront sales charges, and other fund expenses. ClearPoint does not receive any compensation from these fees. All of these fees are in addition to the management fee the client pays to ClearPoint. Clients should review all fees charged to fully understand the total amount of fees. Services similar to those offered by ClearPoint may be available elsewhere for more or less than the amounts ClearPoint charges.

Clients could invest in a managed account, equities, or mutual fund directly, without ClearPoint’s services. In that case, clients would not receive the services provided by ClearPoint which are designed, among other things, to assist clients in determining which securities or funds are most appropriate for the client’s financial condition and objectives.


The Fund shall pay for all ordinary operating and other expenses, including, but not limited to, investment-related expenses (such as brokerage commissions, clearing and settlement charges, custodial fees, interest expenses, expenses relating to consultants, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments, appraisal fees and expenses and investment banking expenses); research costs and expenses (including fees for news, quotation and similar information and pricing services); legal expenses (including, without limitation, the costs of on-going legal advice and services, blue sky filings and all costs and expenses related to or incurred in connection with ClearPoint’s compliance obligations under applicable federal and/or state securities and investment adviser laws arising out of its relationship to the Fund, as well as extraordinary legal expenses); accounting fees and audit expenses; administrative fees; tax preparation expenses and any applicable tax liabilities (including transfer taxes and withholding taxes); other governmental charges or fees payable by the Fund; director and officer and/or errors and omissions liability insurance premiums or fiduciary liability insurance premiums for directors, officers and personnel of ClearPoint; costs of printing and mailing reports and notices; and other similar expenses related to the Fund, as ClearPoint determines in its sole discretion. To the extent that expenses are borne by a Fund are paid by ClearPoint, the Fund will reimburse ClearPoint for such expenses.

There may be additional fees or charges that result from the maintenance of a Limited Partner’s participation including, but not limited to, fees associated with purchasing Interests via an IRA and Qualified Retirement Plan.

Other fees are generally deducted from the capital account of each Limited Partner.

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C. REFUND POLICY

1. SMA Accounts

Our Management Fee is assessed quarterly in arrears. Either party may terminate the initial agreement at any time by providing written notice to the other party within five (5) business days of signing the agreement. Clients will incur charges for advisory services rendered up to the point of termination and such fees will be due and payable within five business days of being billed.

Once an account is established, either party may terminate the relationship with a 30 day written notice. Upon termination of any account, any fees that are due, but have not been paid, will be billed to the client and are due immediately.


Our Management Fee is assessed quarterly in arrears and our Performance Allocation Fee is assessed annually in arrears. In the event of termination of a Limited Partner’s Interest in the Fund, unpaid performance allocation fees will be assessed in accordance with the Limited Partnership Agreement and through the date of agreement termination.

Investors will generally be permitted to make withdrawals of capital as of the close of business on the last day of each month, provided the withdrawing investor notifies ClearPoint not less than 30 days in advance of the applicable withdrawal date of its intent to make a withdrawal.

D. OTHER COMPENSATION

ClearPoint does not receive any compensation other than the Management Fee and the Performance Allocation Fee.

Item 6 Performance-Based Fees & Side-by-Side Management

A. PERFORMANCE-BASED FEES

ClearPoint does assess Performance-Based Fees (“Performance Allocation”) for the Crowne Pointe Fund only. ClearPoint charges a performance fee, or otherwise earns a performance profit allocation, based on the net capital appreciation or profits earned by clients who are “accredited investors” as defined by Regulation 501(a) of Regulation D under the Securities Act.

ClearPoint shall receive a performance profit allocation (“Performance Allocation”), in an amount that will be equal to twenty percent (20%) of the net profits allocable to each limited partner as of the end of each calendar year, subject to a “high water mark” mechanism, such that ClearPoint’s Performance Allocation will only be earned on new net profits above each limited partner’s highest historical account balance. Net profits shall mean investment profits net of operating expenses allocated to the Fund. All prospective

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Fund investors will be provided with detailed disclosure about the amount, purpose, and terms of the Performance Allocation prior to making any commitment to invest in the Fund.

Performance Allocation fees are based on a share of the capital gains or capital appreciation of the assets of a client. Fees based on performance means ClearPoint participates directly in the account’s results.

In the event of a complete or partial withdrawal by a Client from the Fund, the Performance Fee will be calculated through the withdrawal date.

The Performance Allocation with respect to any Limited Partner may be waived or altered by ClearPoint in its sole discretion with the agreement of that Limited Partner.

Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client.

B. SIDE-BY-SIDE MANAGEMENT

“Side-by-Side Management” refers to a situation in which the same Adviser manages accounts that are billed based only on a percentage of assets under management (“Management Fee”) and at the same time manages other accounts for which fees are assessed on a performance fee basis (“Performance Fee”). Because ClearPoint assesses a Management Fee and a Performance Fee for its one client (the Fund), ClearPoint does not conduct side-by-side management of dissimilar advisory accounts.

Item 7 Types of Clients

A. TYPES OF CLIENTS

1. SMA Accounts ClearPoint provides SMAs for individuals, businesses, trusts, corporations, charitable organizations, endowments and foundations.


ClearPoint has one client in the Fund. Interests in the Fund are closed but were being offered under the 3(c)(1) exemption of the Investment Company Act for investment by up to one hundred (100) persons who are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act. The Interests were not registered under the Securities Act or the securities laws of any state.

An accredited investor is defined as:

(1) Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such investor’s purchase, exceeds $1,000,000 (excluding the value of your primary residence);

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(2) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.

B. CONDITIONS FOR ACCOUNT MANAGEMENT

1. SMA Account

The minimum account size is $30,000 for SMA Accounts but may be negotiable under certain circumstances.


The Fund is now closed to new investors; however, the minimum initial capital contribution for the Fund was $50,000.

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss

A. METHODS OF ANALYSIS

ClearPoint employs several proprietary methods and indicators, including fundamental analysis and various technical analysis techniques, to achieve the investment objectives and goals of the Fund and the SMAs.

Fundamental analysis involves analyzing its financial statements and health, its management and competitive advantages, and its competitors and markets. Fundamental analysis is performed on historical and present data but with the goal of making financial forecasts. There are several possible objectives: to conduct a company stock valuation and predict its probable price evolution; to make a projection on its business performance; to evaluate its management and make internal business decisions; and to calculate its credit risk. 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 stock.

Technical analysis is a method of evaluating securities by relying on the assumption that market data, such as charts of price, volume and open interest can help predict future (usually short-term) market trends. Technical analysis assumes that market psychology influences trading in a way that enables predicting when a stock will rise or fall. The technical indicators that the firm may consider include, but are not limited to, price, volume, momentum, relative strength, sector/group strength and moving averages. Technical analysis does not consider the underlying financial condition of a company. This presents a risk that a poorly-managed or financially unsound company may underperform regardless of market movement.

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B. INVESTMENT STRATEGIES

The primary investment strategy is focused on equity, commodity, and options markets, using a unique combination of technical and fundamental analysis while keeping a global macro-perspective. The program utilizes long, short, and neutral strategies using a wide variety of market instruments. By combining these factors, ClearPoint is able to make trading decisions that integrate a combination of flat price, volatility, sector diversification, and intra- and inter-market spreads, across all market conditions. These strategies can range in length from intra-day to intermediate term time frames, as well as longer-term position trades.

C. MATERIAL RISKS OF METHODS OF ANALYSIS AND INVESTMENT STRATEGIES

Alternative investment products often engage in leveraging and other speculative investment practices that may increase the risk of investment loss. Because risks are inherent in all the investments, no assurances can be given that the Fund’s or SMA investment objectives will be realized.

An investor could lose all or a substantial amount of his or her investment. Notwithstanding the method of analysis or investment strategy employed by the Firm, the assets within the accounts are subject to risk of devaluation or loss.

An investor also should carefully consider the following risks prior to making an investment:

General Investment Risks: The client’s success depends upon ClearPoint’s ability to implement its investment strategy. Any factor that would make it more difficult to execute timely trades may also be detrimental to profitability.

Investment and Trading Risks: All investments involve the risk of loss of capital. ClearPoint believes that the investment program and its research and risk-management techniques moderate this risk through the careful selection of securities and other financial instruments. The investment program will utilize such investment techniques as option transactions, limited diversification, margin transactions, short sales and futures and forward contracts, which practices can, in certain circumstances, maximize the adverse impact to which client accounts may be subject.

Dependence on Key Personnel: The success of the investment program depends in substantial part upon the skill and expertise of the principal who will be responsible for managing the account(s). Each Principal has limited investment management experience.

Limited Prior Application of Investment Approach: The investment strategy and approach has not previously been applied in its entirety by the Principals. In any event, past performance of any methodology, whether actual or constructed, should not be regarded as assuring any given future results.

General Economic Conditions: The success may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation, economic uncertainty,

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changes in laws, and national and international political circumstances. These factors may affect the level and volatility of U.S. equity prices and liquidity of the investments.

Investments in Equities Securities: The value of the equity securities are subject to market risk, including changes in economic conditions, growth rates, profits, interest rates and the market’s perception of these securities. While offering greater potential for long-term growth, equity securities are more volatile and more risky than some other forms of investment.

Investments in Debt and Other Income Securities: The firm may invest in fixed-income and adjustable rate securities. Income securities are subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such instruments are investments that may promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations.

Investments in Exchange Traded Funds: The firm may invest in a type of Investment Company called an exchange-traded fund (“ETF”). Shares of ETFs and closed-end investment companies are not purchased and redeemed by investors directly with the fund, but instead are purchased and sold through broker-dealers in transactions on a stock exchange. Because ETF and closed-end fund shares are traded on an exchange, they may trade at a discount from or a premium to the net asset value per share of the underlying portfolio of securities. Trading in ETF and closed-end fund shares also entails payment of brokerage commissions and other transaction costs.

Investments in High-Yield Securities: The firm may invest in high-yield securities. Such securities are generally not exchange traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, the firm may invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield securities that are below investment grade or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments.

Systems Risks: The firm relies extensively on computer programs and systems to trade, clear and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight. The ability of its systems to accommodate an increasing volume of transactions could also constrain ClearPoint’s ability to manage the portfolio. In addition, certain operations interface with or depend on systems operated by third parties, including market counterparties and their respective sub-custodians, and other service providers; as such, ClearPoint may not be in a position to verify the risks or reliability of such third party systems.

Execution of Orders: The firm’s trading strategies depend on the ability to establish and maintain an overall market position in a combination of financial instruments selected by ClearPoint. The firm’s trading orders may not be executed in a timely and efficient manner

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due to various circumstances, including, without limitation, systems failures or human error attributable to employees, brokers, agents or other service providers.

While this information provides a synopsis of the events that may affect your investment, this listing is not exhaustive. We want you to understand that there are inherent risks associated with investing; YOU COULD LOSE ALL OR A SUBSTANTIAL AMOUNT OF YOUR INVESTMENT.

The success also depends on ClearPoint’s strategies and the ability to implement its investment strategies. Any factor that would make it more difficult to execute more timely trades, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies used will be successful under all or any market conditions.

D. RECOMMENDATION OF SPECIFIC TYPES OF SECURITIES

ClearPoint specializes in recommendations that may include, but are not limited to, equity securities, debt and other income securities, high-yield securities, exchange traded funds, derivative instruments including options transactions, and emerging markets securities.

Item 9 Disciplinary Information

The Firm is required to disclose whether there are 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. ClearPoint and its employees have not been involved in legal or disciplinary events related to past or present investment clients.

Item 10 Other Financial Industry Activities and Affiliations

A. FINANCIAL INDUSTRY ACTIVITIES

ClearPoint is not a registered broker-dealer and does not have an application pending to register as a broker-dealer.

One of ClearPoint’s management or supervised persons, Scott R. McCaghren, is dually registered as an investment advisor representative of ClearPoint and a registered representative of GarWood Securities LLC (“GarWood”), a broker-dealer and Member FINRA/SIPC. Scott devotes approximately 50% of his time to his role at GarWood, and devotes approximately 50% of his time to his role at Clearpoint. In his capacity as a registered representative of GarWood, he may sell securities products and receive the usual and customary commissions on such sales. As such, he may have an incentive to sell you commissionable products in addition to providing you with advisory services for your SMA when such commissionable products may not be suitable. Alternatively, he may have an incentive to forego providing you with advisory services when appropriate and instead recommend the purchase of commissionable investments, if he deems that the payout for recommending the purchase of these investments would be higher than providing

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management advice on these products for an advisory fee. Therefore, a conflict of interest may exist between his interests and your best interests.

While all security sales are reviewed for suitability by an appointed supervisor of GarWood, clients should be aware of the incentives Scott McCaghren has to sell certain securities products and are encouraged to ask ClearPoint about any conflict presented. Please be aware that clients are under no obligation to purchase products or services recommended by Scott McCaghren in connection with providing you with any advisory service that the ClearPoint offers. In addition, ClearPoint has a fiduciary duty to do what’s in the best interest of each client. Paul D. Elcan monitors Scott McCaghren’s activity to ensure that the fiduciary duty to Clearpoint clients is fulfilled.

Paul Elcan works as a securities analyst at PMFC Investors.

Silas Peters holds the title of Member at Coastal Commodities, LLC, which is a firm registered as a Commodity Pool Operator with the National Futures Association. Silas Peters also has an investment account with Coastal Commodities, LLC. Siles spends less than 5% of his time in this capacity with Coastal Commodities, LLC. This may pose a conflict of interest because Silas Peters has a financial interest in the success of Coastal Commodities, LLC. Mr. Peters is not a representative of Coastal Commodities, LLC, and does not recommend the firm to Clearpoint Clients. We have procedures in place to ensure that Silas Peters fulfills his fiduciary duty to Clearpoint clients.

R. Mark Foster is a certified public accountant and has been the incorporator for all of the following entities listed in the table below, and as of December 2013 holds the following positions as indicated:

Entity ID Entity Name Position

434-635 Canton Bend Hunt Club, LLC Member

475-958 EWG Concord, LLC Incorporator, No Longer Member

477-564 SV VII, LLC Incorporator, No Longer Member

663-299 Plantation Apartments, L.L.C. Incorporator, No Longer Member

664-373 Hillwood Properties, L.L.C. Member

666-293 Hillwood Leasing, L.L.C. Incorporator, Inactive

672-640 Highland Properties, LLC Member

672-641 Gulf Property Investors, LLC Incorporator, Inactive

690-574 Ashland Village, LLC Member

691-055 Southeast Aircraft Management, LLC Incorporator, Inactive

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691-285 Foster-Roberts Aviation, LLC Incorporator, Inactive

692-110 Foster-Sanders, LLC Member

699-512 TBC Aviation, LLC Incorporator, Not a Member

563-603 Highland Bridges Homeowner’s Association, Inc

Incorporator, Not a Member

660-314 Alabama Crossroads, L.L.C. Incorporator, Not a Member

663-013 Port City Waste, L.L.C. Incorporator, Not a Member

692-457 South Central Development, LLC Incorporator, Inactive

412-553 Klassovity, LLC Member

459-358 Ashland Station, L.L.C. Member

464-679 Reservation, LLC Incorporator, Not a Member

656-338 Radio Pet Fence of Alabama, L.L.C. Incorporator, Not a Member

Most of R. Mark Foster’s outside business activities require him to maintain books and records, supervise staff, and attend board meetings as necessary. Mark spends approximately 40% of his time teaching as an instructor at the University of South Alabama, 30% at ClearPoint, and the remaining 30% spread out across other business activities. ClearPoint is the only business that is investment related in regards to securities. Paul D. Elcan monitors R. Mark Foster’s activity to ensure that the fiduciary duty to Clearpoint clients is fulfilled.

B. FINANCIAL INDUSTRY AFFILIATIONS

ClearPoint is not a registered, Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor and does not have an application pending to register as such. ClearPoint is not currently registered as a commodity pool operator (“CPO”) or as a commodity trading advisor under the Commodity Exchange Act (“CEA”) in reliance on the exemption under Commodity Futures Trading Commission (“CFTC”) Rule 4.13(a)(3). ClearPoint has filed a Notice of Claim for Exemption with the National Futures Association (“NFA”) with respect to the Partnership pursuant to CFTC Rule 4.13(b).

Furthermore, none of ClearPoint’s management or supervised persons is registered as, or has applications pending to register as an associated person of the foregoing entities.

C. OTHER MATERIAL RELATIONSHIPS

As noted above, ClearPoint also serves as the general partner to the Fund, which invests its assets in securities. As general partner to the Fund, ClearPoint is responsible for the management of the Fund.

ClearPoint does not have any other arrangements that are material to its advisory or its clients with a related person who is a broker-dealer, investment company, other investment

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advisor, financial planning firm, commodity pool operator, commodity trading adviser or futures commission merchant, banking or thrift institution, accounting firm, law firm, insurance company or agency, pension consultant, real estate broker or dealer, or an entity that creates or packages limited partnerships other than those already disclosed herein.

D. OTHER INVESTMENT ADVISERS

ClearPoint does not have any arrangements that are material to its advisory or its clients with other investment advisers.

Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

A. CODE OF ETHICS

All employees of ClearPoint must act in an ethical and professional manner. In view of the foregoing and applicable provisions of relevant law, ClearPoint has determined to adopt a Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures relating to personal trading by ClearPoint personnel. ClearPoint’s Code of Ethics, which specifically deals with professional standards, insider trading, personal trading, gifts and entertainment, and fiduciary duties, establishes ideals for ethical conduct based upon fundamental principles of openness, integrity, honesty, and trust. We will provide a copy of our Code of Ethics to any client or prospective client upon request.

B. PARTICIPATION OF INTEREST IN CLIENT TRANSACTIONS

ClearPoint does not participate in client transactions except as allowed by law or by exception from Paul D. Elcan. ClearPoint has established the following restrictions in order to ensure our fiduciary responsibilities to you are met:

• No securities for personal portfolio(s) shall be bought or sold where this decision is substantially derived, in whole or in part, from the role of Investment Advisory Representative(s) of the Firm, unless the information is also available to the investing public on reasonable inquiry. In no case, shall ClearPoint put their interests ahead of clients.

• Certain affiliated accounts may trade in the same securities with Client accounts on an aggregated basis when consistent with ClearPoint’s obligation of best execution. When trades are aggregated, all parties will share the costs in proportion to their investment. ClearPoint will retain records of the trade order (specifying each participating account) and its allocation. Completed orders will be allocated as specified in the initial trade order. Partially filled orders will be allocated on a pro rata basis. Any exceptions will be explained on the Order.

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• Open-end mutual funds and/or investment sub-accounts which may comprise a variable insurance product are purchased or redeemed at a fixed net asset value. Therefore, purchases of these products by an advisor are not likely to have an impact on the prices of the fund in which you invest. These types of transactions are not prohibited and are exempt from monitoring.

• Orders may not be placed in a way which provides a benefit to ClearPoint or the investment adviser representative for the purchase or sale of a security.

Under certain circumstances, exceptions may be made to the policies stated above. Records of these trades, including the reasons for the exceptions, will be maintained as records as required.

ClearPoint is the General Partner for the Crowne Pointe Capital Fund, LP (the “Fund”). ClearPoint’s principals are an investor in the fund. These and other pertinent conflicts of interest are disclosed in the Fund’s Memorandum.

C. PROPRIETARY / SIMULTANEOUS TRADING

At times, ClearPoint and/or its supervised persons (i.e., Investment Adviser Representatives) may buy or sell securities for their own accounts that we have also recommended to our Clients. This presents a conflict of interest. In any instance where similar securities are being bought or sold, we will uphold our fiduciary duty by always transacting on behalf of our Client before transacting for our own benefit. It is the policy of ClearPoint that supervised persons must avoid security transactions and activities for their own accounts that might conflict with or be detrimental to the interest of the Client. To the extent supervised persons are aware of trades in individual issues being considered, recommended, or traded for the Client Account, the supervised persons will make every effort to trade in their own accounts after trades are executed for the Client. To mitigate or remedy any conflicts of interest or perceived conflicts of interest, we will monitor our proprietary and personal trading reports for adherence to our Code of Ethics. ClearPoint will always document any transactions that present conflicts of interest. In any instance where similar securities are being bought or sold, we will uphold our fiduciary duty by always transacting on behalf of our Client before transacting for our own benefit.

Item 12 Brokerage Practices

A. SELECTION AND RECOMMENDATION

ClearPoint has retained Interactive Brokers, LLC (“Interactive Brokers”), a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corp. (“SIPC”) to provide custodial services.

ClearPoint will have complete discretion regarding the selection of brokers and the amount of brokerage commissions and fees paid to such brokers, and this determination will be based upon four factors: (1) where the best execution (price) is likely to be obtained; (2) a brokerage firm's research and investment ideas; (3) a firm's ability to properly execute any

16

orders (based on the size of the trade and its complexity to execute); and (4) the operational aspects of brokerage firms' back office (will the firm receive payment of securities on a timely basis) and custodian or other administrative services. “Best execution” is not synonymous with lowest brokerage commission. Consequently, ClearPoint may pay a brokerage commission in excess of that which another broker might have charged for executing the same transaction. However, ClearPoint has determined that the research, execution and other services rendered by a particular broker merit greater than typical fees.

B. SOFT DOLLAR BENEFITS

ClearPoint may generate “soft dollars” and if it does so, ClearPoint intends to comply with the safe harbor of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under “soft dollar” arrangements, the brokerage firms would provide or pay the costs of certain services, equipment or other items for the benefit of ClearPoint, or one or more of their affiliates in consideration of the allocation to the firm of brokerage transactions (with resulting commission income). Services that may be furnished or paid for by brokers or dealers may include, without limitation (in addition to the research products and services described below) special execution capabilities, clearance, settlement, net pricing, online pricing, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, performance measurement data, consultations, financial strength and stability, efficiency of execution and error resolution, availability of stocks to borrow for short sales, custody, recordkeeping and similar services. Although these soft dollar arrangements may benefit ClearPoint by reducing their respective expenses, the amount of the Management Fees payable to ClearPoint will not be reduced.

Because such services could be considered to benefit ClearPoint and its affiliates, and the “soft dollars” used to acquire them are the assets of the clients, ClearPoint could be considered to have a conflict of interest in allocating brokerage business. Nonetheless, ClearPoint believes that to the extent it makes allocations to brokerage business with soft dollar arrangements, this would generally enhance the ability to obtain research, optimal execution and other benefits on behalf of the clients. The clients will not necessarily benefit from all such soft dollar services. ClearPoint may also derive substantial benefits from these services, particularly to the extent that ClearPoint uses soft dollars to pay for expenses it would otherwise be required to pay itself. Furthermore, because the extent of the products and services provided by these brokers will be based largely on the volume of commissions generated by the trading activities, these soft dollar arrangements may create an incentive for ClearPoint to increase the volume of trading activities.

Because ClearPoint is a newly-formed entity, it has not received research or other products or services other than execution from a broker-dealer or a third party in connection with securities transactions. It has not generated “soft dollars” benefits as of the date of this Brochure.

C. BROKERAGE FOR CLIENT REFERRALS

ClearPoint does not receive client referrals from third parties for recommending the use of specific broker-dealer brokerage services.

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D. DIRECTED BROKERAGE

ClearPoint generally recommends and utilizes Interactive Brokers as the custodian or broker/dealer. However, clients may direct us to utilize a broker/dealer of their choice.

Not all advisory firms require you to direct brokerage to a specific broker/dealer. However, Scott McCaghren has an obligation to direct business to the broker/dealer he is registered with, GarWood Securities. Any commissionable transaction which Scott may effect on the client’s behalf will be done as a Registered Representative of GarWood Securities. GarWood Securities seeks best execution for the client and the determinative factor is not the lowest possible commission cost but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness.

By directing brokerage to Interactive Brokers for advisory services and GarWood Securities for securities product sales, clients may pay higher fees or transaction costs than those obtainable by other broker-dealers.

If the clients elect to use another custodian/broker-dealer, they may pay higher or lower fees than if they used Interactive Brokers. Generally, ClearPoint cannot negotiate lower rates below the rates established by the executing broker-dealer for this type of directed brokerage account, unless Clearpoint believes that such rate is unfair or unreasonable for the size and type of transaction.

E. ORDER AGGREGATION

Orders for the same security entered on behalf of more than one client will generally be aggregated (bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders; filled orders shall be allocated separately from subsequent orders. All clients participating in each aggregated order shall receive the average price and, if applicable, pay a pro-rata portion of commissions. Accounts which are beneficially owned by ClearPoint or its employees or access persons may participate in aggregated orders under the same conditions as set forth above. Transactions are usually aggregated to seek a lower commission, lower costs or a more advantageous net price.

Transactions placed through a custodian other than Interactive Brokers may not be bunched for order aggregation purposes.

Item 13 Review of Accounts

A. PERIODIC REVIEWS

ClearPoint reviews the investment program, including current holdings, on a continual basis. The Firm reviews the investment program to analyze rates of return, allocation of assets and to verify that the portfolio is consistent with its investment objective. Such reviews are

18

conducted by Paul D. Elcan, Chief Compliance Officer and Investment Adviser Representative, and Scott R. McCaghren, Investment Adviser Representative.

B. INTERMITTENT REVIEW FACTORS

Intermittent reviews may be triggered by substantial market fluctuation, economic or political events, or by changes in the client’s objectives.

C. CLIENT REPORTS

Interactive Brokers will provide clients with account statements reflecting the transactions occurring in the account on at least a quarterly basis. These statements will be written or electronic depending upon what the client selected when the account was opened. Clients will be provided with confirmations for each securities transaction executed in the account.

ClearPoint provides every client, on a monthly basis, with unaudited performance reports reviewing the investment activities, beginning balances, and quarterly performance.

In addition, for the Crowne Pointe Capital Fund, the Fund’s books of account will be audited at the end of each fiscal year, in the sole discretion of ClearPoint, by a firm of certified public accountants selected by ClearPoint. Books of account will generally be kept by the Fund, in accordance with GAAP. Audited financial statements are provided to Limited Partners annually, within 90 days following the conclusion of the Fund’s annual audit. In addition, all Limited Partners will receive the information necessary to prepare federal and state income tax returns following the conclusion of such fiscal year as soon thereafter as is reasonably practical.

Item 14 Client Referrals and Other Compensation

A. ECONOMIC BENEFITS FROM OTHERS

The Firm and its related persons do not receive an economic benefit (such as sales awards or other prizes) from any third party for providing investment advice or other advisory services to its clients.

B. COMPENSATION TO UNAFFILIATED THIRD PARTIES

Neither the Firm nor its related persons compensate directly or indirectly any person who is not a supervised person for client referrals.

Item 15 Custody

A. CUSTODIAN OF ASSETS

1. SMA Accounts

ClearPoint does not have physical custody of any accounts or assets. Client accounts are custodied at Interactive Brokers. However, ClearPoint may be deemed to have custody of

19

client account(s) if the Adviser has the ability to deduct the client’s quarterly fees from the custodian.

ClearPoint does not debit client fees directly from their advisory account. ClearPoint instructs the custodian to directly charge and debit fees from the client’s account, which are then paid to ClearPoint.


ClearPoint has custody of Fund’s portfolio assets because it has the ability to deduct advisory fees payable to it and it has a general power of attorney over the Fund’s account. Additionally, as General Partner of the Fund, ClearPoint has custody of Fund’s portfolio assets (funds and securities).

ClearPoint use Interactive Brokers, LLC (“Interactive Brokers”), a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Investor Protection Corp. (“SIPC”) to provide prime brokerage services to the Fund. The physical assets of the Fund are held in an account with Interactive Brokers as the Fund’s prime broker and the qualified custodian of the Funds’ portfolio assets.

B. ACCOUNT STATEMENTS

1. SMA Accounts

Clients will receive statements, at least quarterly, directly from the custodian. For taxable accounts, the custodian will provide clients with consolidated year-end summary statements including IRS forms 1099 and other tax-related forms, as applicable. ClearPoint is not allowed to make alterations or amendments to the custodian’s statement. This preserves the integrity of the custodian’s statement and provides clients with an independent appraisal of the account.

ClearPoint also provides every client, on a monthly basis, with unaudited performance reports reviewing the investment activities, beginning balances, and quarterly performance.

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Interactive Brokers will deliver transaction reports to ClearPoint. With regard to these reports, ClearPoint is not required to provide information about specific investment transactions of the Fund. On a quarterly basis, ClearPoint will provide Limited Partners with unaudited performance reports and other pertinent information regarding the Fund’s performance. Additionally, the Fund is subject to an annual audit by an accountant that is registered with and subject to regular inspection by the Public Company Accounting Oversight Board (“PCAOB”). The audited financial statements are distributed to Limited Partners within 120 days of the end of the Fund’s fiscal year.

Item 16 Investment Discretion

ClearPoint is not limited in its authority to purchase securities for the Fund or SMAs. ClearPoint has full discretion and authority to make all investment decisions with respect to the types of securities to be bought or sold or the amount of securities to be bought or sold for the Fund and in the client’s SMAs.

Item 17 Voting Client Securities

As a matter of policy and practice, ClearPoint does not have any authority to and does not vote proxies on behalf of advisory clients. Clients retain the responsibility for receiving and voting proxies for any and all securities maintained in their portfolios. Further, ClearPoint will not be required to take any action or render any advice with respect to any securities held in the client accounts, which are named in or subject to class action lawsuits. ClearPoint will, however, forward to the client any information it receives regarding class action legal matters involving any security held in the Account and discuss such information if the client so desires.

ClearPoint will exercise all rights, powers and privileges of ownership in all Fund property, including the right to vote, give assent, execute, and deliver proxies, and the Fund’s proxy voting policies override the undersigned’s proxy voting policies. Fund investors are required to adopt the voting policies of the Fund for purposes of their investments in the Fund. ClearPoint has adopted proxy voting policies and procedures for voting proxies on behalf of the Fund.

Item 18 Financial Information

A. BALANCE SHEET REQUIREMENT

A balance sheet is not required to be attached because ClearPoint is not the qualified custodian for client funds or securities, and does not require prepayment of fees of more than $500 per client, six (6) months or more in advance.

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B. FINANCIAL CONDITION

ClearPoint does not have any financial impairment that will preclude it from meeting contractual commitments to clients.

C. BANKRUPTCY PETITION

ClearPoint has not been the subject of a bankruptcy petition at any time during the last 10 years.

Item 19 Requirements for State-Registered Advisers

A. FIRM MANAGEMENT

ClearPoint’s managers are Scott R. McCaghren and R. Mark Foster. ClearPoint's officers include the following: Silas L. Peters - President; Scott R. McCaghren - Vice President; and R. Mark Foster - Chairman and CEO. Paul D. Elcan is the Chief Compliance Officer. Scott R. McCaghren, Silas L. Peters, R. Mark Foster, and Paul D. Elcan each will serve as investment adviser representatives of the Firm. The education and business background of the Firm’s investment adviser representatives can be found in the Brochure Supplement (Form ADV 2B).

B. OTHER BUSINESS ACTIVITIES

ClearPoint is not engaged in any other business other than giving investment advice.

C. PERFORMANCE-BASED FEES

ClearPoint does assess Performance-Based Fees (“Performance Allocation”) for the Crowne Pointe Fund only. ClearPoint charges a performance fee, or otherwise earns a performance profit allocation, based on the net capital appreciation or profits earned by clients who are “accredited investors” as defined by Regulation 501(a) of Regulation D under the Securities Act.

ClearPoint shall receive a performance profit allocation (“Performance Allocation”), in an amount that will be equal to twenty percent (20%) of the net profits allocable to each limited partner as of the end of each calendar year, subject to a “high water mark” mechanism, such that ClearPoint’s Performance Allocation will only be earned on new net profits above each limited partner’s highest historical account balance. Net profits shall mean investment profits net of operating expenses allocated to the Fund. All prospective Fund investors will be provided with detailed disclosure about the amount, purpose, and terms of the Performance Allocation prior to making any commitment to invest in the Fund.

Performance Allocation fees are based on a share of the capital gains or capital appreciation of the assets of a client. Fees based on performance means ClearPoint participates directly in the account’s results.

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In the event of a complete or partial withdrawal by a Client from the Fund, the Performance Fee will be calculated through the withdrawal date.

The Performance Allocation with respect to any Limited Partner may be waived or altered by ClearPoint in its sole discretion with the agreement of that Limited Partner.

Performance-based compensation may create an incentive for the adviser to recommend an investment that may carry a higher degree of risk to the client.

D. DISCIPLINARY REPORTING DISCLOSURE

D.1. Arbitration Claims

Neither the Firm nor its management persons has been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices.

D.2. Civil, Self-Regulatory Organization (SRO), or Administrative Proceeding

Neither the Firm nor its management persons has been found liable in any civil, self-regulatory organization, or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices.

E. RELATIONSHIPS OR ARRANGEMENTS WITH SECURITIES ISSUERS

Neither the Firm nor its management has a relationship or arrangement with any issuer of securities.

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PRIVACY POLICY ClearPoint adopted this policy with recognition that protecting the privacy and security of the nonpublic personal information we obtain about our clients is an important responsibility. We also know that you expect us to service you in an accurate and efficient manner. To do so, we must collect and maintain certain nonpublic personal information about you. We want you to know what information we collect and how we use and safeguard that information.

WHAT INFORMATION WE COLLECT

We collect certain nonpublic personal information about you (such as your name, address, social security number, etc.) that you provide on applications or other forms as well as communications (electronic, telephone, written or in person) with you or your authorized representatives (such as your attorney, accountant, etc.). We also collect information about your brokerage accounts and transactions (such as purchases, sales, account balances, inquiries, etc.).

WHAT INFORMATION WE DISCLOSE

ClearPoint does not disclose the nonpublic personal information we collect about our clients to anyone except: (1) in furtherance of our business relationship with clients, and then only to those persons necessary to effect the transactions and provide the services that clients authorize (such as broker-dealers, custodians, etc.); (2) to persons assessing our compliance with industry standards (e.g., professional licensing authorities, etc.); (3) our attorneys, accountants, and auditors; or (4) as otherwise provided by law.

We are permitted by law to disclose the nonpublic personal information about you to governmental agencies and other third parties in certain circumstances (such as third parties that perform administrative services on our behalf). These third parties are prohibited to use or share the information for any other purpose. If you decide to either terminate our services or become an inactive client, we will continue to adhere to our Privacy Policy, as may be amended from time to time.

SECURITY OF YOUR INFORMATION

We restrict access to your nonpublic personal information to those employees who need to know that information to service your account. We maintain physical, electronic and procedural safeguards that comply with applicable federal or state standards to protect your nonpublic personal information.

CHANGES TO OUR PRIVACY POLICY OR RELATIONSHIP WITH YOU

Our policy about obtaining and disclosing information may change from time to time. We will provide you notice of any material change to this policy before the change.

REQUESTS FOR INFORMATION

For a copy of our Privacy Policy, please contact the Chief Compliance Officer Paul D. Elcan either in writing at 4513 Old Shell Road, Building 1-B Mobile, Alabama 36608, or by phone at 251-317-0206.

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Brochure Supplement (Part 2B of Form ADV)

SILAS L. PETERS

INVESTMENT ADVISER REPRESENTATIVE




Telephone: 251-317-0206

Fax: 855-861-7509



NOTICE: This Brochure Supplement provides information about Silas L. Peters that supplements the Brochure of ClearPoint Capital Management LLC. You should have received a copy of the Brochure for ClearPoint Capital Management LLC, CRD No. 166527 as well. Please contact Paul D. Elcan, Chief Compliance Officer, if you did not receive the Firm’s brochure. You can also contact Mr. Peters if you have any questions about the content of this Brochure Supplement. Additional information about Silas L. Peters is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. Silas L. Peters' CRD number is 6105723.

May, 15, 2013

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A. General Requirements Generally, ClearPoint requires employees to have relevant working experience in the securities industry. Any employee of ClearPoint acting in a representative capacity will be appropriately licensed and registered as such.

B. Investment Adviser Representative Information We currently have five (5) investment adviser representatives. This Brochure Supplement provides information about Silas L. Peters.

Item 2 Education and Business Experience CRD Number: 6105723

Year of Birth: 1981

Silas L. Peters is the President and a portfolio manager of the Firm. Mr. Peters has been actively trading a variety of markets for over ten years. After graduation, Mr. Peters moved to the heart of Chicago’s financial district where he worked at the Chicago Board of Trade for a major clearing firm. His duties and functions included operating a global trading desk where he executed and managed trades for hedge funds, banks, commodity trading advisors, clearing firms and high-net worth individuals. His previous experience also includes working in Trust & Asset Management for a publicly traded bank where he managed equity and fixed-income portfolios for individuals and corporations. Prior to starting his own firm, Mr. Peters had been a registered commodity futures and foreign currency broker handling auto-execution and discretionary managed accounts. Mr. Peters received a Bachelor’s of Science in Business Administration degree with a major of Investment Finance and Economics from the University of Alabama.


Silas L. Peters does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.

Item 4 Other Business Activities

Silas Peters holds the title of Member at Coastal Commodities, LLC, which is firm registered as a Commodity Pool Operator with the National Futures Association. Silas Peters also has an investment account with Coastal Commodities, LLC. Silas spends less than 5% of his time in this role. This may pose a conflict of interest because Silas Peters has a financial interest in the success of Coastal Commodities, LLC. Mr. Peters is not a representative of Coastal Commodities, LLC, and does not recommend the firm to Clearpoint Clients. We have procedures in place to ensure that Silas Peters fulfills his fiduciary duty to Clearpoint clients.

Item 5 Additional Compensation Silas L. Peters does not receive any economic benefit from any third party for providing advisory services.

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Item 6 Supervision Silas L. Peters is the President and an Investment Adviser Representative of ClearPoint. Silas L. Peters is responsible for providing advice to the Fund. He is also responsible for the administration of the Firm’s operations. His activities are supervised by Paul D. Elcan, Chief Compliance Officer, who can be reached at 251-317-0206.

Item 7 Requirements for State-Registered Advisers A.1 Arbitration Claims

None. Silas L. Peters has not been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices. A.2 Self-Regulatory Organization or Administrative Proceedings None. Silas L. Peters has not been found liable in any civil, self-regulatory organization or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices.

B. Bankruptcy Petitions None. Silas L. Peters has not been the subject of a bankruptcy petition at any time during the last 10 years.

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SCOTT R. MCCAGHREN





Telephone: 251-317-0206

Fax: 855-861-7509



NOTICE: This Brochure Supplement provides information about Scott R. McCaghren that supplements the Brochure of ClearPoint Capital Management LLC. You should have received a copy of the Brochure for ClearPoint Capital Management LLC, CRD No. 166527 as well. Please contact Paul D. Elcan, Chief Compliance Officer, if you did not receive the Firm’s brochure. You can also contact Mr. Elcan if you have any questions about the content of this Brochure Supplement. Additional information about Scott R. McCaghren is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. Scott R. McCaghren's CRD number is 5801543.

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A. General Requirements Generally, ClearPoint requires employees to have relevant working experience in the securities industry. Any employee of ClearPoint acting in a representative capacity will be appropriately licensed and registered as such.

B. Investment Adviser Representative Information We currently have five (5) investment adviser representatives. This Brochure Supplement provides information about Scott R. McCaghren.


Year of Birth: 1987 A native of Montgomery, AL, Scott McCaghren has almost a decade of experience in the financial sector. He holds his Series 7 and Series 63 licenses and has spent the last two years as a registered representative of Garwood Securities Mobile, AL branch, where he actively managed multiple portfolio styles and strategies for a substantial amount of assets in the equity market while also handling business operations. Not only a skilled and experienced investor who quickly earns the respect of his clients, Scott has also spent much of his time teaching others how to succeed in the financial markets through in-person classes as well as online webinars. He is a graduate of Auburn University with a Bachelor’s of Science in Business Administration with a major in Marketing.


Scott R. McCaghren does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.


As noted in “Item 10 Other Financial Industry Activities and Affiliations”, Scott R. McCaghren, is dually registered as an investment advisor representative of ClearPoint and a registered representative of GarWood Securities LLC (“GarWood”), a broker-dealer and Member FINRA/SIPC. Scott devotes approximately 50% of his time to his role at GarWood, and devotes approximately 50% of his time to his role at Clearpoint. In his capacity as a registered representative of GarWood, he may sell securities products and receive the usual and customary commissions on such sales. As such, he may have an incentive to sell you commissionable products in addition to providing you with advisory services for your SMA when such commissionable products may not be suitable. Alternatively, he may have an incentive to forego providing you with advisory services when appropriate and instead recommend the purchase of commissionable investments, if he deems that the payout for recommending the purchase of these investments would be higher than providing management advice on these products for an advisory fee. Therefore, a conflict of interest may exist between his interests and your best interests.

While all security sales are reviewed for suitability by an appointed supervisor of GarWood, clients should be aware of the incentives Scott McCaghren has to sell certain

29

securities products and are encouraged to ask ClearPoint about any conflict presented. Please be aware that clients are under no obligation to purchase products or services recommended by Scott McCaghren in connection with providing you with any advisory service that the ClearPoint offers.

In addition, ClearPoint has a fiduciary duty to do what’s in the best interest of each client. Paul D. Elcan monitors Scott McCaghren’s activity to ensure that fiduciary duty is fulfilled.

Item 5 Additional Compensation Scott R. McCaghren, in his role as a registered representative of GarWood Securities, may receive additional compensation for sales of securities through GarWood Securities. Scott does not receive any economic benefit from any third party for providing advisory services.

Item 6 Supervision Scott R. McCaghren is the Vice President and an Investment Adviser Representative of ClearPoint. Scott R. McCaghren is responsible for providing advice to the Fund. He is also responsible for the administration of the Firm’s operations. His activities are supervised by Paul D. Elcan, Chief Compliance Officer.


None. Scott R. McCaghren has not been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices.

A.2 Self-Regulatory Organization or Administrative Proceedings

None. Scott R. McCaghren has not been found liable in any civil, self-regulatory organization or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices. B. Bankruptcy Petitions

None. Scott R. McCaghren has not been the subject of a bankruptcy petition at any time during the last 10 years.

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R. MARK FOSTER





Telephone: 251-317-0206

Fax: 855-861-7509



NOTICE: This Brochure Supplement provides information about R. Mark Foster that supplements the Brochure of ClearPoint Capital Management LLC. You should have received a copy of the Brochure for ClearPoint Capital Management LLC, CRD No. 166527 as well. Please contact Paul D. Elcan, Chief Compliance Officer, if you did not receive the Firm’s brochure. You can also contact Mr. Elcan if you have any questions about the content of this Brochure Supplement. Additional information about R. Mark Foster is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. R. Mark Foster's CRD number is 6105738.

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mailto:[email protected]

C. General Requirements Generally, ClearPoint requires employees to have relevant working experience in the securities industry. Any employee of ClearPoint acting in a representative capacity will be appropriately licensed and registered as such.

D. Investment Adviser Representative Information We currently have five (5) investment adviser representatives. This Brochure Supplement provides information about R. Mark Foster.


Year of Birth: 1955

R. Mark Foster is the Chairman and CEO and a portfolio manager of the Firm. He is a graduate of University of Tennessee with a BS in Business Administration and University of South Alabama with a Masters in Accounting. R. Mark Foster is a Licensed Certified Public Accountant in the State of Alabama.


R. Mark Foster does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.


R. Mark Foster has various investments in companies where he served as the incorporator, and in certain instances is or was a member of the firm. Most of R. Mark Foster’s outside business activities require him to maintain books and records, supervise staff, and attend board meetings as necessary. Most of R. Mark Foster’s outside business activities are investment related and require him to maintain books and records, supervise staff, and attend board meetings as necessary. Mark spends approximately 40% of his time teaching as an instructor at the University of South Alabama, 30% at ClearPoint, and the remaining 30% spread out across other business activities. ClearPoint is the only business that is investment related in regards to securities. Paul D. Elcan monitors R. Mark Foster’s activity to ensure that the fiduciary duty to Clearpoint clients is fulfilled. Please see item 10 “Other Financial Industry Activities and Affiliations” above, which includes a list of the various outside business activities of R. Mark Foster.

Item 5 Additional Compensation R. Mark Foster does not receive any economic benefit from any third party for providing advisory services.

Item 6 Supervision R. Mark Foster is the Chairman and CEO, and an Investment Adviser Representative of ClearPoint. R. Mark Foster is responsible for providing advice to the Fund. He is also responsible for the administration of the Firm’s operations. His activities are supervised by Paul D. Elcan, Chief Compliance Officer, who can be reached at 251-317-0206.

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None. R. Mark Foster has not been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices.


None. R. Mark Foster has not been found liable in any civil, self-regulatory organization or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices. B. Bankruptcy Petitions

None. R. Mark Foster has not been the subject of a bankruptcy petition at any time during the last 10 years.

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PAUL D. ELCAN





Telephone: 251-317-0206

Fax: 855-861-7509



NOTICE: This Brochure Supplement provides information about Paul D. Elcan that supplements the Brochure of ClearPoint Capital Management LLC. You should have received a copy of the Brochure for ClearPoint Capital Management LLC, CRD No. 166527 as well. Please contact Paul D. Elcan, Chief Compliance Officer, if you did not receive the Firm’s brochure. You can also contact Mr. Elcan if you have any questions about the content of this Brochure Supplement. Additional information about Paul D. Elcan is available on the Investment Adviser Public Disclosure website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number known as a CRD number. Paul D. Elcan's CRD number is 6158532.

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E. General Requirements Generally, ClearPoint requires employees to have relevant working experience in the securities industry. Any employee of ClearPoint acting in a representative capacity will be appropriately licensed and registered as such.

F. Investment Adviser Representative Information We currently have five (5) investment adviser representatives. This Brochure Supplement provides information about Paul D. Elcan.


Year of Birth: 1990

Paul D. Elcan is a portfolio manager of the Firm. He is a graduate of Auburn University with a BS in Business Administration-Accounting.


Paul D. Elcan does not have any legal or disciplinary events material to a client’s or prospective client’s evaluation.


Paul Elcan works as a securities analyst at PMFC Investors.

Item 5 Additional Compensation Paul D. Elcan does not receive any economic benefit from any third party for providing advisory services.

Item 6 Supervision Paul D. Elcan is an Investment Adviser Representative and Chief Compliance Officer of ClearPoint, and performs all supervisory duties for ClearPoint. Paul D. Elcan is responsible for providing advice to the Fund. He is also responsible for the administration of the Firm’s operations.


None. Paul D. Elcan has not been found liable in any arbitration claim alleging damages in excess of $2,500 involving an investment or investment-related business or activity, fraud, false statements or omissions, theft, embezzlement or other wrongful taking of property, bribery, forgery counterfeiting or extortion or dishonest, unfair or unethical practices.


None. Paul D. Elcan has not been found liable in any civil, self-regulatory organization or administrative proceeding involving an investment or investment related business or activity, fraud, false statements or omissions, theft embezzlement or other wrongful

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taking of property bribery, forgery, counterfeiting, or extortion; or dishonest, unfair or unethical practices. B. Bankruptcy Petitions

None. Paul D. Elcan has not been the subject of a bankruptcy petition at any time during the last 10 years.

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Firm Brochure - nebula.wsimg.com

Documents

Transcript of Firm Brochure - nebula.wsimg.com