A. DESCRIPTION OF THE ADVISORY FIRM. Pointe Capital Management LLC has been in the investment advisory business since February 2010 when the Adviser was initially registered with the United States Securities and Exchange Commission (“SEC”) and notice filed in Michigan and various other jurisdictions. The Adviser has no affiliated entities. Pointe Capital Management (“PCM” or the “Adviser”) is headquartered in Grosse Pointe Farms, Michigan. Jeffrey Huebner, CFA®, Managing Member and Chief Compliance Officer is PCM’s sole owner. At this writing, Pointe Capital Management has five investment managers. PCM is a fee only Registered Investment Adviser and is a fiduciary to each of its clients. As a such, PCM upholds a duty of loyalty, fairness, and good faith towards each client and seeks to clearly disclose and mitigate potential conflicts of interest between the Adviser and its clients. The term “fee only” means that PCM and its Adviser Representatives will not accept commissions in connection with securities or insurance recommendations. Pointe Capital Management is only compensated for advisory services via a percentage of assets under management, hourly, or fixed fees depending upon the services requested and scope of the engagement. PCM is required to place the interests of clients ahead of the Adviser and its adviser representatives. In an effort to mitigate conflicts of interest, advice and recommendations must be suitable, based on what we know about our clients. PCM’s compensation is clearly disclosed in this Brochure and in PCM’s client agreements. PCM’s fiduciary commitment is further described in its Code of Ethics, as discussed at Item 11 of this Brochure. PCM is not a broker/dealer or custodial firm. Any transactions in securities will be executed by an unaffiliated broker/dealer firm of our clients’ choosing. Investment accounts will be held by the client’s selected custodian. PCM and its personnel may recommend PCM’s services and its adviser representatives in their individual capacities as investment managers and consultants. “Adviser Representatives” are those persons authorized by the Adviser to deliver financial and investment advisory services. Adviser Representatives of Pointe Capital Management are not registered representatives of a broker/dealer nor are they insurance agents. B. TYPES OF ADVISORY SERVICES PCM offers Investment Management Services, Retirement Plan Services, and Consultation Services. PCM provides customized services to individuals, couples and families, high net worth individuals, institutional clients, retirement plans, trusts, estates, charitable organizations, corporations, and other businesses. PCM is an independent investment adviser and is not limited as to the type of securities it may recommend and agree to manage. PCM does not offer any type of proprietary investments. PCM may offer a complimentary general consultation to discuss services available, to give a prospective client time to review services desired, and to determine the possibility of a potential Client-Adviser relationship. Services begin only after the Adviser’s Form ADV 2 Brochures are delivered and the client and PCM formalize the relationship with a properly executed PCM client agreement. After the formal engagement and depending upon the scope of the engagement, PCM and our client will share in a data gathering and discovery process in an effort to determine the client’s stated needs, goals, intentions, time horizons, risk tolerance and investment objectives, based upon information provided by the client and the nature of services requested. The client and Adviser may complete a risk assessment, investment policy statement or similar document, depending upon the nature of services to be provided. A client’s active participation is expected during the data-gathering process and the formulation of advice and recommendations. 1. Investment Management Services are ongoing in nature, focus solely on portfolio management as described below. PCM’s investment advisory services are generally limited to the discretionary and/or non-discretionary management of investment portfolios in accordance with the investment objective(s) of the client. PCM does not provide financial planning services. However, the Adviser may provide consultation services on investment-related matters for which the Adviser may or may not receive additional compensation, as further described herein. Pointe Capital Management also provides investment advisory services to institutional clients which may include corporate pension plans, public funds, foundations, endowments, and other tax-exempt entities. Such accounts are managed in accordance with investment objectives, guidelines, and restrictions established by each client. 2. Consultation Services are dependent upon the nature and scope of services to be provided. Consultation Services are either hourly or based upon an annual fee as described in Item 5 of this Brochure. The services and fees are agreed upon at the time of engagement. INVESTMENT MANAGEMENT SERVICES involve ongoing and continuous portfolio management. Pointe Capital Management focuses on providing individualized services that are tailored to meet the stated needs and objectives of the client. At the start of the engagement and at least annually thereafter, the Adviser will include a comprehensive review of the overall aspects of a client’s current financial situation and consider both long and short-term objectives and goals, or as directed by the client. Thus, a certain degree of the Adviser’s services will often touch on general financial planning issues that may be of a concern to the client. Pointe Capital Management places a focus on liquidity, diversification, risk control and cash flow through the use of multiple publicly available investments. Clients engaging the Adviser for Investment Management Services must play an active role. The Adviser requests that each client participates in the financial and investment review; the development of an investment policy or similar document, if applicable; the development of the investment plan to be followed; as well as participation in reviews and the ongoing advice and recommendations. Investment Management Services generally begin with an initial data-gathering interview in an effort to determine the client’s stated individual needs, goals, time horizons and risk tolerance. Pointe Capital Management utilizes the information provided by the client to prepare recommendations for investments, which may include planning for long-range goals (i.e., retirement planning or college funding) or other segments of an investment plan that may be desired. After an analysis and data-gathering process and depending upon the nature of services desired, the Adviser may prepare reviews, analysis, asset allocation recommendations, and may recommend specific investments. PCM can tailor services to focus only on certain portfolio components or the Adviser can provide comprehensive portfolio management services, depending upon the client’s wishes and/or the nature of the engagement. PCM welcomes the opportunity to provide individualized services. However, where investment management services or information are limited, clients must understand that comprehensive investment needs and or objectives may not be fully considered due to the client’s option to receive limited services, the lack of information received, and/or client disclosure. Depending on the nature of services to be provided, PCM generally develops and utilizes an asset allocation profile that is consistent with the client’s desired rate of return, time horizon and risk tolerance based upon the client’s input. The Adviser can both design and implement portfolio recommendations. Where an existing portfolio has been designed by the client or another party, PCM can provide recommendations for re-design, adjustments, or re-balancing. Once the portfolio has been implemented or transferred for services, PCM can provide continuous monitoring, recommendations and investment advice as outlined in the engagement for services. The ongoing Investment Management Services are based upon the investment strategy or policy agreed upon between Pointe Capital Management and the client. In providing ongoing Investment Management Services, the Adviser will manage investor funds in accordance with an investment plan as selected by the client and the Adviser will remain available for ongoing advice and recommendations. The Adviser will monitor the portfolio in accordance with the directives provided as Investment Management Services are continuous and ongoing until terminated by either party. PCM primarily allocates managed assets, on a discretionary and/or non-discretionary basis among mutual funds, exchange traded funds (ETFs), Master Limited Partnerships (MLPs), closed-end funds, individual debt and equity securities, stocks and options in accordance with the stated investment objectives of the client. The Adviser may also consider other types of investments or may remain available to consult with clients on U.S. government securities, municipal bonds and other fixed-income securities, or existing holdings in variable products, commercial paper, options (securities), warrants, and various other types of investments. The Adviser may also provide advice about real estate investment trusts (REITs), and any type of investment held in a client’s portfolio at the beginning of the advisory relationship. The Adviser may recommend that clients that are “accredited investors” as defined under Rule 501 of the Securities Act of 1933, as amended, invest in private placement securities, which may include debt, equity, and/or pooled investment vehicles when consistent with the client’s investment objectives. When the Adviser recommends that the client invest in private placement securities, the Adviser shall receive no additional compensation but shall continue to receive applicable investment advisory fees on the client’s assets under management. PCM will generally seek to allocate the client’s assets among various investments, taking into consideration the overall management style and portfolio framework selected by the client. Where the Adviser manages a comprehensive portfolio, the Adviser attempts to construct a diversified portfolio of investment recommendations that are within its realm of expertise. In each case, the stated individual needs, goals, and desires of clients are taken into consideration. Certain clients may desire to place or keep certain assets within their account(s) that are selected by client and are not the subject of investment advice by Adviser. These are “self- directed” assets. The Adviser will have no responsibility to review or in any way manage “self- directed” assets in client accounts and the Adviser accepts no liability to those clients in connection with any loss relating to the “self-directed” assets. The Adviser has not and will not pass on the

suitability of self-directed assets. Should the Adviser ever agree to assist clients with self-directed implementation it may do so only as a value-added service at the client’s request. The Adviser will therefore not manage this facet of the client’s portfolio unless specifically agreed in writing. Clients are expected to play an active role. The Adviser requires the client to participate in the formation of the investment plan, the development of investment advice and recommendations as well participating and providing input in connection with the ongoing services provided. Clients may call the office during regular business hours to discuss their portfolio or ask questions, but the Adviser recommends that clients initiate a meeting with the Adviser no less than annually. However, clients are obligated to immediately inform the Adviser of any changes in their financial situation to provide the Adviser with the opportunity to review the portfolio to ensure it is still structured to help meet the client’s stated needs and objectives. PCM remains available to provide ongoing advice and recommendations. The Adviser’s ongoing Investment Management Services are based upon the client’s stated individual needs, objectives, and directives. The Adviser manage the client’s funds in accordance with the designed investment policy/strategy, which may be amended in writing by the client throughout the advisory relationship. If services desired go outside the scope of Investment Management Services, the Adviser may be available to provide Consultation Services. In such cases, the Adviser may request a new or amended Client Agreement and additional fees may apply. The Adviser will not engage in services which will involve additional advisory fees without the client’s direction. Retirement Account Assets Services and investment recommendations in connection to assets invested in a corporate retirement plan are limited to those offered within the plan and via the plan’s contracted service providers. Retirement Plan Rollovers As previously noted in this Brochure, PCM is a fiduciary to each client and the fiduciary duties apply to investment advice in connection with your retirement plan account or individual retirement account within the meaning of Title I of the Employee Retirement Income Security Act (ERISA) and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way the Adviser earns compensation (asset-based fees for managed accounts) creates some conflicts with your interests, Therefore, PCM must operate under a special rule that requires us to act in your best interest and not put his interests ahead of yours. At the time of a rollover recommendation, PCM will provide you with a written disclosure discussing the reasons the rollover is in your best interests. Also, 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). * We must provide basic information about conflicts of interests and fees while avoiding misleading statements about these topics 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 A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). When PCM recommends that a client roll their retirement plan assets from a retirement account into a new or existing account (e.g., rollover IRA) to be managed by PCM, it serves as a fiduciary under the Employee Retirement Income Security Act (ERISA) and PCM acknowledges that the recommendation creates a conflict of interest. The conflict of interest exists because PCM will receive an investment management fee if the funds are rolled over and managed by PCM. Obviously, the conflict is eliminated if the recommendation is not accepted, or assets are managed by another adviser or the investor. PCM’s clients are never under any obligation to roll over retirement plan assets to an account managed by PCM. Our investment adviser representatives remain available to address any questions that a client or prospective client may have regarding retirement assets, rollover recommendations, and conflicts of interest. Retirement Plan Advisory Services PCM primarily provides services to 401(k) plans. PCM is available to provide retirement plan advisory services (each a “Plan”) and the company (the “Plan Sponsor”). PCM’s advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. PCM does not offer 3(28) plan management services. . Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally includes: • Vendor Analysis • Plan Participant Enrollment and Education Tracking • Investment Policy Statement (“IPS”) Design and Monitoring • Investment Oversight Services (ERISA 3(21)
• Performance Reporting • Ongoing Investment Recommendation and Assistance • ERISA 404(c) Assistance. These services are provided by PCM serving in the capacity as a fiduciary under ERISA. In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of PCM’s fiduciary status, the specific services to be rendered, and all direct and indirect compensation the Adviser reasonably expects under the engagement. CONSULTATION SERVICES PCM is available to provide Consultation Services on an hourly basis or via an annual engagement. The Adviser can tailor services as desired by the client. Advice may be provided on general issues relating to investments, portfolios, or other issues of interest to clients. The engagement for services may be focused on a specific issue or may be more comprehensive in nature, as determined at the time of engagement. Where Consultation Services are not comprehensive in nature and only focus on certain areas of client interests, needs or is otherwise limited, clients must understand that a client’s overall financial and investment needs and objectives may not be considered as a result of time and/or service restraints placed on the Adviser’s services. The services provided terminate upon delivery unless otherwise agreed in writing. Consultation Services will not include any portfolio monitoring, reviews, follow-ups, or other services unless specifically agreed to in writing. The advice provided may include recommendations for updates and reviews, but it is the client’s responsibility to follow-up and secure additional services under a new or amended agreement unless the engagement provides for a project which specifically includes such services. Implementation of any advice or recommendations pertaining to securities and/or non-securities matters, in whole or in part, is entirely at the client’s discretion via the service provider(s) of the client’s choice. When providing Consultation Services in connection with investments within retirement plans, the advice and any recommendations are limited to plan offerings and the service provider(s) selected by the plan providers. During the course of any advisory services, PCM’s Adviser Representatives may suggest the client work closely with the client’s attorney, accountant, insurance agent, and the client’s custodian. Clients requiring assistance on issues relating to matters outside of investment advisory topics should consult their personal tax adviser, legal counsel, or other professionals for expert opinions. C. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS PCM focuses on providing individualized services. The Adviser can tailor services to focus only on certain portfolio components, depending upon the client’s wishes and/or the nature of the engagement. However, where client services or information are limited, clients must understand that comprehensive financial and/or investment needs and objectives may not be fully considered due to the client’s option to receive limited services, the lack of information received, and/or client disclosure. The Adviser and client will share in a data gathering and discovery process in an effort to determine the client’s stated needs, goals, intentions, time horizons, risk tolerance and investment objectives, based upon information provided by the client and depending upon the nature of services requested. The client and Adviser may complete a risk assessment, investment policy statement or similar document, depending upon the nature of services to be provided. Clients may not impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs unless otherwise agreed by the Adviser in writing. Clients are welcome to set parameters on the Adviser’s limited discretionary authority in writing as to types of investments and amounts purchased or sold. Where clients retain authority to implement recommendations, they are welcome to do so, in whole or in part via the financial services provider(s) of their choice. Clients may make additions to and withdrawals from their account at any time, subject to the Adviser’s right to terminate an account. Clients may withdraw account assets on notice to the Adviser, subject to the usual and customary securities settlement procedures. Pointe Capital Management normally designs its portfolios as long-term investments and assets withdrawals may impair the achievement of a client’s investment objectives. Self-Directed Securities Transactions: Clients may choose to make self-directed securities transactions, which are investments that are not reviewed and/or not recommended by the Adviser but are managed entirely by the investor. In such cases, PCM has not passed on the suitability of said investments and while the Adviser may assist with client-directed implementation as a value-added service at the client’s request, the Adviser will not manage these types of investments unless agreed in writing. D. WRAP FEE PROGRAMS Pointe Capital Management does not sponsor and is not contracted to manage a wrap fee program. E. AMOUNTS OF ASSETS UNDER MANAGEMENT Pointe Capital Management’s fiscal year end managed assets as of the close of business 12/31/2023, totaled $388,146,000 in 434 accounts. The assets are owned by individual clients, clients who meet the definition of high-net-worth individuals, corporations or other business entities, and charitable organizations.