A. Firm Information Sunpointe, LLC (“Sunpointe” or the “Advisor”) is a registered investment advisor with the U.S. Securities and Exchange Commission. The Advisor is organized as a Limited Liability Company (LLC) under the laws of the State of Missouri. Sunpointe was founded in December 2015 and is wholly owned by Sunpointe Financial Holdings, LLC, which is wholly owned by Pompian, LLC. The Advisor is operated by Michael Pompian (Founder and Chief Investment Officer), Jack Dwyer (Managing Director) and Angela Pompian (Chief Compliance Officer). This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Sunpointe. For information regarding this Disclosure Brochure, please contact Angela Pompian, Chief Compliance Officer, at (314) 880-0821 or by email at [email protected]. B. Advisory Services Offered Sunpointe offers investment advisory services to individuals, high net worth individuals, trusts, estates, charitable organizations, business entities and state-municipal entities (each referred to as a “Client”). The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts of interest. Sunpointe's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Investment Management and Consulting Services Sunpointe provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary and non-discretionary investment management and related advisory services. Sunpointe works closely with each Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to create a portfolio strategy. The Advisor may retain certain types of investments in a Client’s legacy investment account based on portfolio fit and/or tax considerations. The Advisor’s portfolio management process is guided by the following core tenets: 1. Managing Behavior Helps Enhance Investment Results 2. History Informs but Does Not Guide the Future 3. A Blend of Active and Passive Investing Helps Achieve a Desirable Solution 4. Invest With a “Margin of Protection” When Considering Valuations of Asset Classes Sunpointe will construct a portfolio, generally by gaining exposure through investment vehicles, across the following asset classes:
• Domestic and International Fixed Income
• Domestic and International Equity Securities
• Emerging Market Equity
• Hedge Funds
• Equity Long/Short
• Private Equity
• Master Limited Partnerships (MLPs)
• Real Estate
• Natural Resources Sunpointe’s investment strategies are primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Client or due to market conditions. Sunpointe will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Page 5 Sunpointe evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Sunpointe may recommend, on occasion, redistributing investment allocations to diversify the portfolio. Sunpointe may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Sunpointe may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Client or generating cash to meet Client needs. Under certain circumstances, Sunpointe may accept or maintain custody of Client’s funds or securities. Please see Item 15 – Custody for more information. Retirement Accounts – When deemed to be in the Client’s best interest, the Advisor will recommend that a Client take a distribution from an ERISA sponsored plan or to roll over the assets to Individual Retirement Accounts (“IRAs”), or recommend a similar transaction including rollovers from one ERISA sponsored Plan to another, one IRA to another IRA, or from one type of account to another account (e.g., commission-based account to fee-based account). In such instances, the Advisor will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”) and/or the Internal Revenue Code (“IRC”), as applicable, which are laws governing retirement accounts. Such a recommendation creates a conflict of interest if the Advisor will earn a new (or increase its current) advisory fee as a result of the transaction. No client is under any obligation to roll over a retirement account to an account managed by the Advisor. Financial Planning and Services Sunpointe will typically provide a variety of financial planning services to Clients, pursuant to a written financial planning agreement. Services are offered in several areas of a Client’s financial situation, depending on their goals and objectives.

Generally, such financial planning services involve preparing a formal financial plan or rendering a specific financial consultation based on the Client’s financial goals and objectives. This planning may encompass one or more areas of need, including but not limited to, investment planning, retirement planning, personal savings, education savings, insurance needs and other areas of a Client’s financial situation. A financial plan developed for, or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Sunpointe may also refer Clients to an accountant, attorney or other specialists, as appropriate for their unique situation. The Advisor may also leverage a third party for estate planning services under a separate agreement. For certain financial planning engagements, the Advisor will provide a written summary of the Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six (6) months of contract date, assuming all information and documents requested are provided promptly. Financial planning and consulting recommendations pose a conflict between the interests of the Advisor and the interests of the Client. For example, the Advisor has an incentive to recommend that Clients engage the Advisor for investment management services or to increase the level of investment assets with the Advisor, as it would increase the amount of advisory fees paid to the Advisor. Clients are not obligated to implement any recommendations made by the Advisor or maintain an ongoing relationship with the Advisor. If the Client elects to act on any of the recommendations made by the Advisor, the Client is under no obligation to implement the transaction through the Advisor. Use of Independent Managers Sunpointe will recommend that Clients utilize one or more unaffiliated investment managers or investment platforms (collectively “Independent Managers”) for all or a portion of a Client’s investment portfolio, based on the Client’s needs and objectives. The Advisor will perform initial and ongoing oversight and due diligence over each Independent Manager to ensure the strategy remains aligned with Client’s investment objectives and overall best interests. The Advisor will also assist the Client in the development of the initial policy recommendations and Page 6 managing the ongoing Client relationship. The Client will be provided with the Independent Manager's Form ADV Part 2A - Disclosure Brochure (or a brochure that makes the appropriate disclosures). Retirement Plan Advisory Services Sunpointe provides retirement plan advisory services on behalf of the retirement plans (each a “Plan”) and the company (the “Plan Sponsor”). The Advisor’s retirement plan advisory services are designed to assist the Plan Sponsor in meeting its fiduciary obligations to the Plan and its Plan Participants. Each engagement is customized to the needs of the Plan and Plan Sponsor. Services generally include: ● 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 These services are provided by Sunpointe serving in the capacity of fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). In accordance with ERISA Section 408(b)(2), the Plan Sponsor is provided with a written description of Sunpointe’s fiduciary status, the specific services to be rendered and all direct and indirect compensation the Advisor reasonably expects under the engagement. C. Client Account Management Prior to engaging Sunpointe to provide investment advisory services, each Client is required to enter into one or more agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include:
• Establishing an Investment Strategy – Sunpointe, in connection with the Client, will develop a strategy that seeks to achieve the Client’s goals and objectives.
• Asset Allocation –Sunpointe develops strategic asset allocations for Clients with the following key aspects: 1. Maintain an appropriate time horizon and risk tolerance level for each client 2. Starting valuations matter 3. Diversification manages risk: uncorrelated strategies help during market volatility 4. Employ systematic risk management strategies where appropriate
• Portfolio Construction – Sunpointe will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client.
• Investment Management and Supervision – Sunpointe will provide investment management and ongoing oversight of the Client’s investment portfolio. D. Wrap Fee Programs Sunpointe does not manage or place Client assets into a wrap fee program. Investment management services are provided directly by Sunpointe. E. Assets Under Management As of December 31, 2023, Sunpointe manages $369,064,923 in Client assets, $ 256,647,619 of which are managed on a discretionary basis and $112,417,304 on a non-discretionary basis. The Advisor has assets under advisement of $ 3,207,946,375 as of December 31, 2023. Clients may request more current information at any time by contacting the Advisor. Page 7