Tall Pines Capital, LLC (“Tall Pines” and/or “the firm”) is an Illinois limited liability company. The firm is owned by Christopher Plahm. Tall Pines offers investment advisory to its clients.
A. Services Tall Pines solely offers the following type of advisory service: Separately Managed Account Product The firm offers and manages a micro-capitalization product (“Tall Pines Micro Cap SMA”).
The Tall Pines Micro Cap SMA follows a fundamental long biased trading strategy focused on providing long-term capital growth by investing primarily in the equity securities of U.S. and Canadian-based companies with market capitalizations ranging from $10 million to $1 billion (as valued at cost / initial purchase) either directly or through warrants with respect to such securities.
The portfolio manager seeks to invest in: ●small, high-growth companies with little or no institutional ownership, and limited trading liquidity ●companies with high-quality management teams whose interests are aligned with company growth and stock price appreciation ●companies with a market-leading position with potential for growth ●a concentrated portfolio consisting of 5 to 15 positions Fees and Compensation The maximum annual management fee charged for this service will not exceed 2.50% per annum. To the extent agreed-to by a client and Tall Pines (and with the exception of retirement accounts or accounts otherwise subject to ERISA), Tall Pines will charge a performance fee based on an initial investment high water mark. When a performance fee is to be charged, the fee schedule will typically be structured in one of the following two ways: (i) a 1% per annum management fee plus a 20% performance fee, or (ii) a 0% management fee plus a 25% performance fee. Fees to be assessed will be outlined in the advisory agreement to be signed by the Client. Annualized management fees are billed on a pro-rata basis quarterly in advance based on the value of the account(s) on the last day of the previous quarter. Performance fees are assessed annually in arrears based on a client’s initial investment as the high water mark.
Fees are negotiable and will be deducted from client account(s). Adjustments will be made for deposits and withdrawals of $100,000 and greater during the quarter. In rare cases, our firm will agree to directly invoice. As part of this process, Clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms.
Our firm will send an invoice directly to the custodian; and c) If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included.
The estimated trading cost component for a minimum account size of $100,000 is $200 to $600 per year.
These fees include charges for all transaction costs such as commissions on purchase and sales of stocks, bonds, exchange-traded funds and options, trade-away fees on bonds and mutual fund transactions fees. Except as otherwise provided below, client will incur no charges other than the firm’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in client’s account. The wrap fee does not include internal expenses and fees of fund products themselves. To the extent that securities transactions are executed away from Schwab, then Schwab will typically directly charge the client commission mark-up and mark-downs that the client will pay in addition to the wrap fee.
Our recommended custodian, Charles Schwab & Co., Inc. (“Schwab”), does not charge transaction fees for U.S. listed equities and exchange traded funds. Since we pay the transaction fees charged by the custodian to clients participating in our wrap fee program, this presents a conflict of interest because we are incentivized to recommend these equities and exchange traded funds over other types of securities in order to reduce our costs.
The client authorizes the qualified custodian to automatically deduct the fee and all other charges payable hereunder from the assets in the account when due with such payments to be reflected on the next account statement sent to the client. If insufficient cash is available to pay such fees, securities in an amount equal to the balance of unpaid fees will be liquidated to pay for the unpaid balance. Tall Pines may modify the fee at any time upon 30 days’ written notice to the client. In the event the client has an ERISA-governed plan, fee modifications must be approved in writing by the client.
A client investment advisory agreement may be canceled at any time by the client, or by Tall Pines with 30 days’ prior written notice to the client. Upon termination, any unearned, prepaid fees will be promptly refunded. The client has the right to terminate an agreement without penalty within five business days after entering into the agreement.
B. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could

be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drives trading costs higher and reduces the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability.
Accordingly, we have an incentive to limit our trading activities in wrap accounts.
C. Additional Client Fees and Terms of Payment Tall Pines generally requires clients to authorize the direct debit of fees from their accounts.
Exceptions may be granted subject to the firm’s consent for clients to be billed directly for our fees. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing.
Tall Pines will deduct its advisory fees directly from the client’s account provided that ●the client provides the qualified custodian written authorization; ●an invoice is sent in advance to the client; ●the invoice shows the amount of the fee, how it was calculated, and the value of the assets on which the bill is based; and ●the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account.
The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation.
Tall Pines generally requires fees to be prepaid on a quarterly basis. Tall Pines’ fees will either be paid directly by the client or disbursed to Tall Pines by the qualified custodian of the client’s investment accounts, subject to prior written consent of the client. The custodian will deliver directly to the client an account statement, at least quarterly, showing all investment and transaction activity for the period, including fee disbursements from the account.
All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, separate account managers, private placement, pooled investment vehicles, broker-dealers, and custodians retained by clients. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, each separate account manager’s Form ADV and Brochure and Brochure Supplement or similar disclosure statement, each private placement or pooled investment vehicle’s confidential offering memorandum, and by any broker-dealer or custodian retained by the client. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using Tall Pines may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian.
D. External Compensation for the Sale of Securities to Clients The sole investment adviser representative of Tall Pines is a registered representative of APW Capital, Inc., (“APW”), member FINRA/SIPC. As such, he is able to accept compensation for the sale of securities or other investment products, including distribution or service (“trail”) fees.
Clients should be aware that the practice of accepting commissions for the sale of securities presents a conflict of interest and gives the firm and/or our representative an incentive to recommend investment products based on the compensation received. The firm generally addresses commissionable sales conflicts that arise when explaining to clients these sales create an incentive to recommend based on the compensation to be earned and/or when recommending commissionable mutual funds, explaining that “no-load” funds are also available. Our firm does not prohibit clients from purchasing recommended investment products through other unaffiliated brokers or agents.
Tall Pines’ advisory professionals are compensated primarily through a salary and bonus structure.
E. ERISA Accounts When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act (“ERISA”) and/or the Internal Revenue Code (the “Code”), as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: ●Meet a professional standard of care when making investment recommendations (give prudent advice); ●Never put our financial interests ahead of yours when making recommendations (give loyal advice); ●Avoid misleading statements about conflicts of interest, fees, and investments; ●Follow policies and procedures designed to ensure that we give advice that is in your best interest; ●Charge no more than is reasonable for our services; and ●Give you basic information about conflicts of interest.