Description of the Advisory Firm
Clarkston Capital Partners, LLC (“Clarkston”) is an independent investment
management firm with offices in Rochester, Michigan, Bloomfield Hills, Michigan and
Scottsdale, Arizona. The parent companies of Clarkston are Clarkston Companies, Inc.
and Modell Capital LLC. The principal owners of Clarkston Companies, Inc. are
Jeffrey A. Hakala and Gerald W. Hakala. The sole member of Modell Capital LLC is the
Jeremy J. Modell Revocable Living Trust.
Clarkston is a Michigan limited liability company that was formed in 2007 and has been
registered with the Securities and Exchange Commission (“SEC”) as an investment
adviser since March 2007. Clarkston has provided investment advisory services
(including through its predecessor firms) since 2004. Clarkston provides investment
advisory services through two divisions. This Brochure provides information about the
“Clarkston Private Client” division of Clarkston. Information about Clarkston’s other
division, the Clarkston Capital division, is available in a separate brochure. While
investment advisory services are provided through Clarkston’s two separately branded
divisions, operational and support services, such as trading, billing and compliance, are
performed on a firm-wide basis. Therefore, certain activities pertain to and/or impact
clients in both divisions and certain conflicts described in this Brochure apply to Clarkston
as a whole.
Types of Advisory Services
Clarkston Private Client provides investment advisory services to investors that are
seeking guidance on asset allocation for some or all of their investable assets. We
manage clients’ assets according to one or more investment strategies (each, a
“Strategy”), which are described in Item 8, “Methods of Analysis, Investment Strategies
and Risk of Loss.” Clarkston Private Client emphasizes individualized attention to its
clients’ assets and investment goals and, when appropriate, tailors its services to meet
the individual needs of each client. Although Clarkston Private Client does not hold itself
out as providing financial planning services, upon the request of a client, Clarkston
Private Client provides limited consultation on matters relating to the client’s overall
financial well-being, including other investments not managed by Clarkston Private
Client, retirement considerations and/or other significant financial decisions. It is the
client’s decision and responsibility to implement any action items recommended by
Clarkston Private Client because of such consultations. Upon request, Clarkston Private
Client will help coordinate planning efforts, including tax, insurance and estate
planning, between the client and the client’s other service providers as needed.
Clarkston Private Client does not provide tax advice and a taxpayer should seek advice
based on the taxpayer’s particular circumstances from an independent tax advisor.
Clarkston Private Client does not serve as an attorney, accountant, or insurance agent
and no portion of its services should be construed as legal, accounting, or insurance
services. Upon the request of a client, Clarkston Private Client may recommend the
services of other professionals for certain non-investment implementation purposes. The
client is under no obligation to engage the services of any such recommended
professional. If a client chooses to engage any recommended unaffiliated professional,
the engaged professional, and not Clarkston Private Client, is responsible for the quality
and competency of the services provided.
Clarkston Private Client’s Asset Segment Strategies invest primarily in one of the following
types of U.S.-traded investment segments: fixed income, large-cap equity, mid-cap
equity, or small- to mid- (so-called “smid-cap”) equity. Clarkston Private Client offers
Allocation Strategies to provide exposure to multiple investment types. Each Allocation
Strategy, which varies depending on the client’s investment objective and risk
tolerance, includes allocations to one or more of Clarkston Private Client’s Asset
Segment Strategies. The Strategies offered by Clarkston Private Client can invest in
individual securities or in shares of registered mutual funds and/or private funds,
including funds managed by Clarkston, and/or exchange-traded funds that provide the
desired investment exposure. A brief description of each Strategy and its investment
objective along with the investment techniques used, and the material risks associated
with the Strategy, are provided in response to Item 8, “Methods of Analysis, Investment
Strategies and Risk of Loss.” From time to time, we also make available to clients other
investment strategies not described in response to Item 8, provided we do not believe
the time and resources needed to manage those accounts adversely impacts Clarkston
Private Client’s other clients.
At the onset of a new client relationship, an investment adviser representative of
Clarkston Private Client meets with the client or the client’s representative to gather
information regarding the individual investment objectives or needs of the client,
including long-term goals, risk tolerance, liquidity needs, tax considerations, if any, and
unique circumstances. Clarkston Private Client will use the information the client
provides in determining the Strategy or combination of Strategies that will be used in the
management of the client’s account(s) and any policies, restrictions and guidelines
applicable to the client’s account(s). Many clients engage Clarkston Private Client to
manage only a portion of their assets. At the client’s request in such cases, the Strategies
Clarkston Private Client uses to manage that portion of a client’s assets will take into
consideration the client’s other investments not managed by Clarkston Private Client.
The Strategy or combination of Strategies Clarkston Private Client utilizes for each client
are based on the client’s individual needs and investment objectives, therefore,
investment decisions that are made for clients and their account(s) can vary from one
client to another and from one account to another.
Clarkston Private Client provides investment advisory services to clients under the terms
of an investment advisory agreement between Clarkston and the client (“Advisory
Agreement”). In addition, most clients, except for certain longstanding clients of
Clarkston Private Client, also have any strategies, policies, restrictions and guidelines
applicable to the client’s account documented in a written investment profile
(“Investment Profile”). Clarkston Private Client generally assists clients in creating an
Investment Profile; however, a client may provide their own Investment Profile. The
Advisory Agreement, together with the Investment Profile, sets forth the investment
objectives, strategies, policies, restrictions and guidelines applicable to the client’s
account, along with provisions relating to investment management fees, voting rights
and termination rights. Clarkston Private Client’s management of a client’s account will
be consistent with the particular Strategy or Strategies selected for that account and
the Investment Profile, if any, applicable to the account.
Clarkston Private Client’s current standard investment advisory agreement provides for
discretionary management, but Clarkston Private Client manages certain existing
clients’ assets and/or accounts on a non-discretionary basis and will consider requests
for non-discretionary management services, including services related to legacy
holdings and investment products that are not maintained at the client’s primary
custodian, on a case-by-case basis. When Clarkston Private Client manages accounts
on a discretionary basis, it has authority to decide which securities to purchase or sell for
a client’s account and has trading authority (subject to client-imposed limitations) over
the account. When Clarkston Private Client manages assets and/or accounts on a non-
discretionary basis, Clarkston Private Client may make trade recommendations but
does not have authority to decide which securities to purchase or sell. If the non-
discretionary assets and/or accounts are maintained at the client’s primary custodian
and the client has granted Clarkston Private Client trading authority over the assets
and/or account, Clarkston Private Client will place trade orders on behalf of the client
if directed to do so. The client is responsible for communicating trade instructions to
Clarkston Private Client. Clarkston Private Client is not responsible for any errors in
implementing the client’s instructions. Clarkston Private Client also will consider on a
case-by-case basis, managing accounts that include “excluded assets” for which it
does not provide ongoing and continuous investment management, does not provide
trade recommendations and is not responsible for trade implementation.
Among the registered mutual funds and/or private funds that Clarkston Private Client
may select for its clients’ investment portfolios are funds managed by Clarkston.
Clarkston (through its Clarkston Capital division) currently provides investment advisory
services to the Clarkston Partners Fund, the Clarkston Fund, the Clarkston Founders Fund
(collectively, the “Clarkston Registered Funds,” and individually, each a “Clarkston
Registered Fund”) and the Clarkston QV Fund (the “Clarkston Private Fund” and,
together with the Clarkston Registered Funds, the “Clarkston Funds”). The Clarkston
Registered Funds are separate series of ALPS Series Trust, an investment company
registered under the Investment Company Act of 1940, as amended (“Investment
Company Act”). The Clarkston Private Fund is not required to register as an Investment
Company pursuant to an exclusion from the definition of an investment company under
the Investment Company Act. Clarkston serves as the investment adviser to each
Clarkston Fund and, in the case of the Clarkston Registered Funds, is subject to the
general supervision of the Board of Trustees of ALPS Series Trust. Clarkston also provides
investment advisory services to other pooled investment vehicles.
You can find additional information regarding the services provided by Clarkston to the
Clarkston Registered Funds in the Clarkston Registered Funds’ prospectuses and
Statement of Additional Information, which are publicly available at
www.clarkstonfunds.com, on the EDGAR Database on the SEC’s website
(www.sec.gov) or by contacting the Clarkston Registered Funds’ distributor, ALPS
Distributors, Inc., at 1290 Broadway, Suite 1000, Denver, CO 80203, or 1.844.680.6562. You
can find additional information regarding the services provided by Clarkston to the
Clarkston Private Fund in the private placement memorandum or other offering
documents as well as the Clarkston Private Fund’s governing documents, which will be
available to current and prospective investors only through Clarkston or another
authorized party.
As described more fully in Item 8, “Methods of Analysis, Investment Strategies and Risk
of Loss,” the same Strategies used by Clarkston Private Client for its Mid-Cap Equity Asset
Segment, SMID-Cap Equity Asset Segment and a portion of its Private Client Large-Cap
Equity are used by Clarkston to manage the Clarkston Funds. As a result, in lieu of
investing directly in the equity securities represented in the Clarkston Funds, in most
cases (except for some longstanding existing clients), Clarkston Private Client invests all
or a portion of a client’s assets into one or more Clarkston Funds. While not common
and generally only when clients have existing holdings of these asset types, Clarkston
Private Client also invests client’s assets into one or more unaffiliated mutual funds or
exchange-traded funds (“ETFs”). Clarkston Private Client will take into consideration any
assets invested in the Clarkston Funds or other funds or ETFs when determining individual
advice offered to a client.
Some of the clients to whom Clarkston Private Client provides investment advisory
services are also clients of third-party advisers or financial institutions (each, a “third-
party manager”). These clients have separate agreements with the third-party manager
and with Clarkston Private Client as the investment adviser (“dual-contract
arrangements”). The third-party manager has direct contact with the client and,
through consultation with the client, will establish the investment strategies, objectives,
restrictions and guidelines for the client’s account. While Clarkston Private Client also
typically has direct contact with the client, Clarkston Private Client primarily relies on the
third-party manager to determine whether a particular Strategy is suitable for that client.
Clarkston Private Client manages the client’s account based on the investment
strategies, objectives, restrictions and guidelines established by the third-party manager
but places orders for securities transactions in the account taking into consideration the
client’s individual circumstances.
Client-Tailored Services and Client-Imposed Restrictions
Consistent with the client’s stated Investment Profile and within a given Strategy, if
applicable, Clarkston Private Client typically has the authority to select which and how
many securities and other instruments to buy or sell without consultation with the client.
Clarkston Private Client may agree to manage a client’s account subject to certain
reasonable restrictions imposed by the client, including, without limitation, the inclusion
or exclusion of specific securities, or types of securities, within that account, cash levels
permitted in the account, or techniques that are permitted to be used in managing the
account. However, we reserve the right not to enter into an agreement with a
prospective client, or to terminate an Advisory Agreement with an existing client, if any
proposed limitation or restriction is, in our opinion, likely to impair our ability to
appropriately provide services to a client or if we otherwise believe the limitations or
restrictions to be operationally impractical or unfeasible.
Although Clarkston Private Client generally has complete investment discretion for each
account that we manage, certain accounts for which we provide investment advisory
services are non-discretionary; that is, Clarkston Private Client cannot make purchase or
sale decisions without client approval. In either case, the portfolio composition of
accounts within the same Strategy will differ at any given time. The differences in
portfolio composition are attributable to a variety of factors, including, but not limited
to, the type of account, the Investment Profile for the account, the size of the account,
the manner of trade placement and execution, the date of initial funding, and
significant account activity (e.g., significant number of contributions and/or
withdrawals). As a result, the performance of an account within a particular Strategy
will differ from other accounts having the same Strategy.
Discretionary Assets Under Management
As of December 31, 2023, Clarkston had approximately $6,695 million in assets under
management, of which approximately $6,678 million was managed on a discretionary
basis and approximately $16 million was managed on a non-discretionary basis.