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1 Item 1 – Cover Page WAYPOINT INTELLIGENCE, LLC Scott B. Kamenir, MBA, CFA Managing Principal and Chief Investment Officer. 33 River Street Chagrin Falls, Ohio 44022 440.394.8067 www.waypointintelligence.com FORM ADV PART 2A BROCHURE December 31, 2016 This brochure provides information about the qualifications and business practices of Waypoint Intelligence, LLC. If you have any questions about the contents of this brochure, please contact us at 440.394.8067 or [email protected]. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Waypoint Intelligence, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Waypoint Intelligence, LLC is 170935. Waypoint Intelligence is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training.

Transcript of Item 1 – Cover Page WAYPOINT INTELLIGENCE, LLC€¦ · Item 1 – Cover Page . WAYPOINT...

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Item 1 – Cover Page

WAYPOINT INTELLIGENCE, LLC

Scott B. Kamenir, MBA, CFA Managing Principal and Chief Investment Officer.

33 River Street Chagrin Falls, Ohio 44022

440.394.8067

www.waypointintelligence.com

FORM ADV PART 2A BROCHURE

December 31, 2016

This brochure provides information about the qualifications and business practices of Waypoint Intelligence, LLC. If you have any questions about the contents of this brochure, please contact us at 440.394.8067 or [email protected]. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Waypoint Intelligence, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Waypoint Intelligence, LLC is 170935.

Waypoint Intelligence is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training.

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Item 2 – Material Changes There are no material changes to the firm brochure as of December 31, 2016.

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Item 3 – Table of Contents

Contents Item 1 – Cover Page .................................................................................................................. 1

Item 2 – Material Changes ......................................................................................................... 2

Item 3 – Table of Contents ......................................................................................................... 3

Item 4 – Advisory Business ........................................................................................................ 4

Item 5 – Fees and Compensation .............................................................................................. 6

Item 6 – Performance-Based Fees and Side-By-Side Management ........................................... 7

Item 7 – Types of Clients ........................................................................................................... 7

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

Item 9 – Disciplinary Information ...............................................................................................13

Item 10 – Other Financial Industry Activities and Affiliations......................................................14

Item 11 – Code of Ethics ...........................................................................................................14

Item 12 – Brokerage Practices ..................................................................................................15

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

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

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

Item 16 – Investment Discretion ................................................................................................19

Item 17 – Voting Client Securities .............................................................................................20

Item 18 – Financial Information .................................................................................................20

Item 19 – Requirements for State-Registered Advisers .............................................................21

Item 20 – Additional Information ................................................................................................21

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Item 4 – Advisory Business The following paragraphs describe our services and fees. As used in this brochure, the words “Firm”, "we", "our" and "us" and “Waypoint Intelligence” refer to Waypoint Intelligence, LLC and the words "you", "your" and "client" refer to you as either a client or prospective client of our firm. Waypoint Intelligence, LLC was formed on February 3rd, 2014 as a limited liability company under the laws of the State of Ohio, and is a registered investment advisor that provides discretionary investment advisory and portfolio management, financial planning, and other services to individual and institutional investors. Waypoint Intelligence, LLC is wholly owned by Mr. Scott B. Kamenir. Mr. Kamenir has been actively managing investment portfolios since 1997, when he began his career as an Advisor with Morgan Stanley Dean Witter & Co., focusing on asset management services for business owners, executives, and high net worth families. Subsequent to his term at Morgan Stanley, he held a position of Financial Advisor with JP Morgan Chase, helping bank clients to invest. In 2005, Mr. Kamenir assumed an analyst role at National City Bank's Private Client Group, focusing efforts on their open architecture platform. In 2008, he moved to the institutional side of the business (then known as Allegiant Asset Management, now PNC Capital Advisors), focusing on product management and development responsibilities centered upon international investments. Mr. Kamenir graduated from Ohio University with a B.S. in Engineering in 1996, completed his M.B.A. in international finance from Case Western Reserve University in 2002, and is a CFA® charter holder. Waypoint Intelligence provides investment management, financial planning, and other services described below. Prior to engaging the Firm to provide investment advisory services, the client is required to enter into one or more written agreements with Waypoint Intelligence setting forth the terms and conditions under which Waypoint Intelligence renders its services. Central to the Firm’s identity is its global perspective, therefore does not place geographic, asset class, or sector constraints when constructing portfolios. The primary objective of our investment advisory and portfolio management services is to educate and aid the investor in achieving meaningful, global diversification in order to meet long term financial goals. Portfolios are constructed with the core belief that there are always places to be invested, whether they are within a particular geography, asset class, sector, or industry. As many investors exhibit a preference for domestic assets (the “home bias”), thereby missing out on benefits of foreign diversification, we feel that through education and understanding, this condition can be resolved. Please refer to Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss for detailed information on our investment approach Assets Under Management

As of December 31, 2016, Waypoint Intelligence provides discretionary investment management to $3,114,569 in client assets.

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Investment Advisory and Portfolio Management

Clients can engage the Firm to manage all or a portion of their assets on a discretionary basis. Waypoint Intelligence emphasizes continuous and regular account supervision. The Firm tailors its advisory services to the individual needs of clients. Each portfolio will be initially designed to meet a particular investment goal, which Waypoint Intelligence determines to be suitable to the client’s circumstances including: investment needs, goals, objectives, risk tolerance, and time horizon. Clients are advised to promptly notify the Firm if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon the Firm’s management services. Clients may impose reasonable restrictions or mandates on the management of their account (e.g., require that a portion of their assets be invested in socially responsible funds) if, in Waypoint Intelligence’s sole discretion, the conditions will not materially impact the performance of a portfolio strategy or prove overly burdensome to its management efforts. Non-Discretionary Investment Management Services

Waypoint Intelligence also may render non-discretionary investment management services to clients relative to investment products that they may own, their individual employer-sponsored retirement plans, and/or 529 plans or other products that may not be held by the client’s primary custodian. In so doing, the Firm either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the financial institution or custodian designated by the product. For advisory services relating to held-away assets, it is incumbent upon the client to provide statements to Waypoint Intelligence on a quarterly basis at minimum. The 0.25% advisory fee will be assessed in an identical fashion as the terms of the Advisory Agreement are set forth. Financial Planning

We engage in financial planning services for a fee. Financial planning and consulting will typically involve providing a variety of services, principally advisory in nature, to you regarding the management of your financial resources based upon an analysis of your individual needs.

Other Services

The Firm may, at times, provide additional services to other investment firms, advisors, and consultants, such as ad hoc analysis, creation of marketing materials, and competitive benchmarking. The Firm may also provide infrastructure and other ancillary services to other investment management firms, domiciled both within and outside of the U.S. These services may include solicitation arrangements whereby the Firm is compensated by the investment management firm for representing their capabilities and products to outside investors. Full

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disclosure of potential conflicts associated with any solicitation arrangement will be made to existing and prospective advisory and portfolio management clients. All solicitation arrangements will comply with Ohio regulation OAC 1301:6-3-44(C) and, to the extent required, federal law governing such relationships.

Item 5 – Fees and Compensation The Firm earns an advisory fee based on assets for the investment advisory and portfolio management portion of its business. Waypoint Intelligence seeks an initial investment of $100,000. Exceptions to this minimum are made at the Firm’s discretion. Accounts are billed quarterly in arrears, and are deducted automatically from the client account. Advisory fees are calculated based on the Account’s market value, including cash holdings, on the last business day of the prior quarter as valued by the Account’s custodian. The fee schedule is as follows (subject to negotiation, exceptions are made at Firm’s discretion):

Annual Rate Billing Assets Portfolio Totals

1.25% For the first $500,000 of assets $100,000 - $500,000

1.00% on the next $500,000 of assets $500,001 - $1,000,000

0.75% on the next $1,000,000 of assets $1,000,001 - $2,000,000

0.65% on the next $3,000,000 of assets $2,000,001 - $5,000,000

0.55% on the next $5,000,000 of assets $5,000,000 and above

The Firm’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties such as fees 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 and exchange traded funds also charge internal management fees, which are disclosed in a fund’s prospectus. Such charges, fees and commissions are exclusive of and in addition to the Firm’s management’s fee, and the firm shall not receive any portion of these commissions, fees, and costs. See section 12 for a discussion of the Firm’s brokerage practices. Fees will be administered on a customized basis for additional services such as: ad hoc analysis, creation of marketing/presentation materials, or competitive benchmarking services on behalf of other investment firms, advisors, and consultants.

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The Firm offers comprehensive portfolio reviews and financial planning at the rate of $200 to $500 per hour, depending on individual needs and complexity. Planning services may include analysis and recommendations relating to: investments, tax, insurance, budgeting, retirement, education financing, and estate planning. Once the scope of work has been defined, a fee estimate range will be provided. The Firm may also receive fees through various solicitation arrangements, discussed in Item 14 – Client Referrals and Other Compensation. For non-discretionary asset management services, the Firm charges a fee of 0.25%calculated based on the Account’s market value. In situations such as this, the Firm will advise clients on how to actively manage and rebalance investment options within such plans, but will not have direct control over such assets. For advisory services relating to held-away assets, it is incumbent upon the client to provide statements to Waypoint Intelligence on a quarterly basis at minimum. The 0.25% advisory fee will be assessed in an identical fashion as the terms of the Advisory Agreement are set forth.

Item 6 – Performance-Based Fees and Side-By-Side Management As of the date of publication of this brochure, the Firm does not engage in any arrangement in which performance based fees or side by side management are employed.

Item 7 – Types of Clients The Firm offers investment advice and portfolio management services to the following client types:

• Individuals and high net worth individuals (including qualified investors) • Pension and profit sharing plans • Charitable organizations • Foundations and endowments • Trusts • Corporations • Other investment advisors

Accounts to be established with the Firm are required to have $100,000 as a minimum initial investment (subject to negotiation at the Firm’s discretion). In addition to the above referenced client types, the Firm will provide write-ups, data, and other analyses to non-investing clientele outside of the usual course of investment advisory and portfolio management services. These services will incorporate by-products of the investment advisory and portfolio management processes that the Firm engages in.

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

Waypoint Intelligence utilizes a variety of methods and strategies to make investment decisions and construct portfolios. Primarily, the firm’s strategies seek total return through broad based asset allocation.

The basis of the Firm’s portfolio management process is the ongoing synthesis and distillation of thought, analysis, and commentary from the world’s leading market strategists (fundamental and technical), economists, analysts, and others. The Firm disseminates these inputs and draws its own, independent conclusions, seeking to corroborate these opinions with evidence expressed in financial market behavior. They are then incorporated into the framework that it has adopted for viewing the global opportunity set of investable assets (the “Set”). The Firm considers the Set to be a broad universe of investible assets, including exchange traded products (ETPs, ETFs, and ETNs), mutual funds (open and closed-end), individual stocks, futures, options, foreign exchange, and various other securities that allow the Firm to form an expression on geographies, asset classes, sectors, and industries. The relative attractiveness of all members of the Set are continually monitored, screened, and evaluated as to whether they are to become or remain portfolio holdings, and if so, in what proportion. Portfolios are generally constructed using exchange traded products and mutual funds (open and closed-ended); however, in certain circumstances other vehicles listed above will be used, including those which are traded in foreign markets. While the Firm does not manage portfolios to a specific benchmark, certain broad based indices are used in forming investment opinions via the use of a relative strength framework (used as an input to confirm relative attractiveness and risk-reward profile of various investment opportunities). In addition to the synthesis described above, the Firm constructs portfolios based upon several analysis methods, including, but not limited to: Quantitative The application of mathematical and statistical methods to evaluate potential investment opportunities, as well as the appropriate time to make purchases and sales of such investments. Fundamental Analysis used to understand and predict the intrinsic value of stocks or other financial instruments based on an in-depth analysis of various economic, financial, and qualitative factors. Technical A method of evaluating securities by analyzing statistics generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value, but instead use charts and other tools to identify patterns that can suggest future activity. Investment Strategies

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The Firm maintains four total return (seeking both capital appreciation and income) oriented model portfolios. They are:

Global Equity Strategy seeks a total return by investing in equity securities of both U.S. and foreign issuers. Typically, holdings are comprised of ETFs and mutual funds, however the strategy may invest in individual equity securities, as well as those listed in the Firm’s global opportunity set (as defined above).

Global Multi-Asset Strategy seeks a total return by investing in equity, fixed income, real estate, commodities, and currency investments of both U.S. and foreign issuers. Typically, holdings are comprised of ETFs and mutual funds, however the strategy may invest in individual equity securities, as well as those listed in the Firm’s global opportunity set.

International equity Strategy seeks a total return by investing in equity securities only foreign (non U.S.) issuers. Typically, holdings are comprised of ETFs and mutual funds, however the strategy may invest in individual equity securities, as well as those listed in the Firm’s global opportunity set.

International multi-asset Strategy seeks a total return by investing in equity, fixed income, real estate, commodities, and currency investments of only foreign (non U.S.) issuers. Typically, holdings are comprised of ETFs and mutual funds, however the strategy may invest in individual equity securities, as well as those listed in the Firm’s global opportunity set.

Beyond the four core portfolios, individual client needs are met through the creation of custom portfolios suited to the particular client’s risk and return objectives, as well as unique constraints. Once an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions or in your financial circumstances. While the return objective for all portfolios is primarily a positive absolute return, and the Firm does not generally utilize a stated benchmark for client portfolios, the relative attractiveness of various broad investment themes is evaluated against certain reference indices. The following summarizes risks associated with investing: Risk of Loss

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Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future performance.

• Market Risk. The value of portfolio assets will fluctuate as the stock or bond market fluctuates. The value of investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

• Management Risk. A client’s portfolio is subject to management risk because it is actively managed by the Firm. The Firm will apply its investment techniques and risk analysis in making investment decisions for a client’s portfolio, but there is no guarantee that these techniques and the Firm’s judgment will produce the intended results.

• Allocation Risk. The allocation of investments among different asset classes may have a significant effect on portfolio value when one of these asset classes is performing more poorly than the others. As investments will be periodically reallocated, there will be transaction costs which may be, over time, significant. In addition, there is a risk that certain asset allocation decisions may not achieve the desired results and, as a result, a client’s portfolio may incur significant losses.

• Foreign (Non-U.S.) Risk. A portfolio’s investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

B. Risks Associated with Investment Strategies and Methods of Analysis

Similarly Managed Accounts

For certain clients, Waypoint Intelligence may manage portfolios by allocating portfolio assets among various mutual funds /securities on a discretionary basis using one or more of recommended investment strategies (collectively referred to as “investment strategy”). In so doing, Waypoint Intelligence buys, sells, exchanges and/or transfers shares of mutual funds / securities based upon the investment strategy.

Waypoint Intelligence’s management using the investment strategy complies with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company.

The investment strategy may involve an above-average portfolio turnover that could negatively impact upon the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to a client’s individual tax ramifications. Certain investment opportunities that become available to the Firm’s clients may be limited. For example, various mutual funds may limit the ability of the Firm to buy, sell, exchange or transfer securities consistent with its investment strategy. As further discussed in response to Item 12 (below), Waypoint Intelligence allocates investment opportunities among

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its clients on a fair and equitable basis.

Risks Associated with Methods of Analysis

Fundamental Analysis

Fundamental analysis, when used in isolation, has a number of risks:

• Information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock’s value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance.

• The data used may be out of date. • It ignores the influence of random events such as oil spills, product defects being

exposed, and acts of God and so on. • The market may fail to reach expectations of perceived value.

Technical Analysis

The primary risk in using technical analysis is that spotting historical trends may not help predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that Waypoint Intelligence will be able to accurately predict such a reoccurrence.

Quantitative Analysis

The risks in using quantitative analysis include: the stocks selected using a quantitative model may perform differently than expected due to the portfolio managers’ judgments regarding the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues with the construction and implementation of the models (including, for example, data problems and/or software or other implementation issues.

C. Risks Associated with Particular Types of Securities

As disclosed under the "Methods of Analysis and Investment Strategies" section in this Brochure, we primarily utilize exchange traded products (ETPs, ETFs, and ETNs), mutual funds (open and closed-end), individual stocks, futures, options, foreign exchange, and various other securities; however, we may recommend other types of investments as appropriate for you since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with it.

Mutual funds and exchange traded funds are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities or any combination thereof. The fund will have a manager who trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be

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significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. Exchange traded funds differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs are reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into or sell out of the fund, other types of mutual funds ("load funds") do charge such fees which reduce returns. Mutual funds are either "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely which can raise prior investors' costs. Closed-end funds normally sell at a discount to or a premium over their net asset value, while open-end funds always sell at net asset value (NAV).

Exchange Traded Funds (ETFs)

Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed-based ETFs and more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV.

ETFs are subject to risks similar to those of stocks. Investment returns will fluctuate and are subject to market volatility, so that when shares are sold they may be worth more or less than their original cost. ETF shares are bought and sold at market price (not NAV) and are not individually redeemed from the fund. There is also the risk that a manager may deviate from the stated investment mandate or strategy of the ETF which could make the holdings less suitable for a client’s portfolio. ETFs may also carry additional expenses based on their share of operating expenses and certain brokerage fees, which may result in the potential duplication of certain fees. In addition, while many ETFs are known for their potential tax efficiency and higher “qualified dividend income” (QDI) percentages, there are assets classes within these ETFs or holding periods that may not benefit. Shorter holding periods, as well as commodities and currencies that may be part of an ETF’s portfolio, may be considered “non-qualified” under certain tax code provisions.

There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares.

Equity Mutual Funds

The major risks associated with investing in equity mutual funds is similar to the risks associated with investing directly in equity securities, including market risk, which is the risk that investment returns will fluctuate and are subject to market volatility, so that an investor’s shares, when redeemed or sold, may be worth more or less than their original cost. Other risks include the quality and experience of the portfolio management team and its ability to create fund value by

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investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification and the type and amount of sector diversification within specific industries. In addition, there is the risk that a manager may deviate from the stated investment mandate or strategy of the mutual fund which could make the holdings less suitable for a client’s portfolio. Also, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold their shares in the fund. Mutual funds may also carry additional expenses based on their share of operating expenses and certain brokerage fees, which may result in the potential duplication of certain fees.

Fixed-Income Mutual Funds In addition to the risks associated with investing in equity mutual funds, fixed-income mutual funds also have the following risks:

• Interest Rate Risk. The risk that the value of the fixed-income holding will decrease because of an increase in interest rates

• Liquidity Risk: The inability to readily buy or sell an investment for a price close to the

true underlying value of the asset due to a lack of buyers or sellers. While certain types of fixed-income securities are generally liquid (e.g., corporate bonds), there are risks which may occur such as when an issue trading in any given period does not readily support buys and sells at an efficient price. Conversely, when trading volume is high, there is also the risk of not being able to purchase a particular issue at the desired price.

• Credit Risk: The potential risk that an issuer would be unable to pay scheduled interest

or repay principal at maturity, sometimes referred to as “default risk.” Credit risk may also occur when an issuer’s ability to make payments of principal and interest when due is interrupted. This may result in a negative impact on all forms of debt instruments.

• Reinvestment Risk: With declining interest rates, investors may have to reinvest income or principal at a lower rate.

• Duration Risk: Duration is a measure of a bond’s volatility, expressed in years to be repaid by its internal cash flow (interest payments). Bonds with longer durations carry more risk and have higher price volatility than bonds with shorter durations.

Note that there may be other circumstances not described here that could adversely affect a client’s investment and prevent their portfolio from reaching its objective.

Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of the firm’s management. The Firm has no information applicable to this Item.

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Item 10 – Other Financial Industry Activities and Affiliations Waypoint Intelligence, LLC is required to disclose any relationship or arrangement that is material to its advisory business or to its clients with certain related persons. Waypoint Intelligence, LLC does not have any required disclosures to this item.

Item 11 – Code of Ethics The Firm has adopted a Code of Ethics (“the Code") to ensure that securities transactions by the Firm employees are consistent with the Firm's fiduciary duty to its clients and to ensure compliance with legal requirements and the Firm's standards of business conduct. The Code of Ethics includes a prohibition on insider trading, restrictions on the acceptance of significant gifts and personal securities trading procedures, among other things. All supervised persons at the Firm must acknowledge the terms of the Code of Ethics annually, or as amended. The Firm anticipates that, in appropriate circumstances, consistent with clients’ investment objectives, it will cause accounts over which the Firm has management authority to effect, and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which the Firm, its affiliates and/or clients, directly or indirectly, have a position of interest. The Firm’s employees and persons associated with the Firm are required to follow the Firm’s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of the Firm and its affiliates may trade for their own accounts in securities which are recommended to and/or purchased for the Firm’s clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of the Firm will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. The Code allows employees to invest in the same securities as clients, so there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Because of the nature of the Firm’s investments (primarily open-end mutual funds and ETFs), the likelihood of a market impact by clients and/or employees of the Firm appears unlikely. In any event, employee trading is monitored under the Code to prevent conflicts of interest between Waypoint Intelligence and its clients.

Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with the Firm's obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and receive securities at a total average price. The Firm will retain records of the trade order (specifying each participating account) and its allocation, which will be completed prior to the entry of the aggregated order. 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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The Firm’s clients or prospective clients may request a copy of the firm's Code of Ethics by contacting Mr. Kamenir.

Item 12 – Brokerage Practices A. Brokerage Selection We generally recommend that securities be purchased through the facilities of Interactive Brokers (“IB”), a division of Interactive Brokers, Inc, Member NYSE/FINRA/SIPC, among others. We have recommended IB because we believe that they provide best execution, transparency, and low-commissions, all of which can serve to improve portfolio returns. Additionally, to be true to Waypoint Intelligence’s global character, IB provides access to global markets 24 hours per day/6 days per week. We do not require our clients to direct trade with IB, and you may choose another broker dealer or qualified custodian (such as a bank) to hold your assets. The Firm is not an affiliate of IB, nor does the Firm have an economic relationship with IB that would create a material conflict of interest. It may be the case that the recommended broker charges higher fees or commission rates than another broker charges. You may, however, utilize the broker/dealer of your choice and have no obligation to purchase or sell securities through such broker as we recommend. IB conducts its broker/dealer and proprietary trading businesses on over 100 market destinations in 23 countries. In its broker dealer agency business, IB provides direct access ("on line") trade execution and clearing services to institutional and professional traders for a wide variety of electronically traded products including stocks, options, futures, forex, bonds, CFDs and funds worldwide. Interactive Brokers Group and its affiliates execute nearly 1,000,000 trades per day. IB’s headquarters are in Greenwich Connecticut, and it has approximately 880 employees in its offices in the US, Switzerland, Canada, UK, Australia, Hungary, Russia, Japan, India, China and Estonia. IB is regulated by the SEC, FINRA, NYSE, FSA and other regulatory agencies around the world. Best Execution Best execution has been defined by the SEC as the “execution of securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances.” In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a financial institution’s services, including among

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others, the value of research provided, execution capability, commission rates, and responsiveness. The commissions paid by Waypoint Intelligence’s clients comply with its duty to obtain “best execution.” When placing portfolio transactions for client accounts, the Firm’s primary objective is to obtain the best price and best execution, taking into account the costs, promptness of execution and other qualitative considerations Broker Analysis The primary consideration in placing transactions with particular broker-dealers is to obtain execution at the best net price and in the most effective manner possible. The Firm also takes into account a variety of factors, including the following: the financial strength, integrity and stability of the broker and the quality, comprehensiveness and frequency of available research products and services. The research products and services furnished by brokers may include, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services, discussion with research personnel, special execution capabilities, order of call, and the availability of stocks to borrow for short trades. Research/Soft Dollar Benefits The Firm may pay higher prices for the purchases of securities from or accept lower prices from the sale of securities to brokerage firms that provide it with such research products and services or to pay higher commissions to such firms if it is determined such prices or commissions are reasonable in relation to the overall brokerage and research services provided. Accordingly, the Firm may be deemed to be paying for research products and services with “soft” or commission dollars. As of the filing date of this FORM ADV PART 2A, the Firm does not firm receive any proprietary or third-party research and services with soft dollars. In the event that the Firm does enter into any “soft dollar” arrangements, all such arrangements with comply with the requirements of Section 28(e) of the Securities and Exchange Act of 1934. The outline of that policy is described below. Certain conflicts of interest arise out of the use of soft dollars, which depend in large part on the nature and uses of the services and products acquired with soft dollars. Although the Firm believes that its clients’ accounts benefit from many of the research products and services obtained with soft dollars generated by its trades, some client accounts may not benefit exclusively or at all. Additionally, research and services obtained with soft dollars may be used to benefit accounts other than the client account that generated the commissions. The receipt of investment research products and/or services as well as the allocation of the benefit of such investment research products and/or services poses a conflict of interest because Waypoint Intelligence does not have to produce or pay for the products or services.

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Where a product or service obtained with soft dollars provides both research and non-research assistance to the Firm, the Firm will make a reasonable allocation of the cost that may be paid for with soft dollars. If the Firm enters into any soft dollar arrangements, the Firm will review these arrangements annually. This review will include the following considerations: (i) the cost of obtaining the applicable research product and service independently; (ii) whether any research products and services may have mixed uses, together with the appropriate allocation for such products and services between soft dollars and hard dollars; (iii) the amount of transactions directed to the broker providing the research products and services during the previous year; and (iv) whether any soft dollar arrangements should be modified. Directed Brokerage As a general matter, directed brokerage is when a client requests an investment adviser to direct commissions to a particular broker. It is important to understand that directed brokerage arrangements (i) limits Waypoint Intelligence’s ability to seek best execution and negotiate commissions; (ii) limit clients’ ability to participate in aggregated trades; and, as a result, (iii) may cost clients more money. Waypoint Intelligence may permit client-directed brokerage arrangements. A client requesting such an arrangement would be required to provide a letter listing the brokers the Firm is permitted to use and acknowledging that directed brokerage may cost the client more money for the reasons set forth in the previous paragraph. We do not require clients to direct brokerage, but, as previously stated, we recommend that clients direct the Firm to use IB for brokerage services. We make this recommendation based on our due diligence. We believe that IB provides best execution, transparency, and low commissions. IB also provides access to global markets 24 hours per day/6 days per week, which is an important consideration for implementing our investment strategies. Not all advisers require or advise clients to use a particular broker dealer. It may be the case that the recommended broker charges higher fees or commission rates than another broker charges. You may, however, utilize the broker/dealer of your choice and have no obligation to purchase or sell securities through such broker as we recommend. B. Trade Aggregation/Allocation Transactions for each client generally will be effected independently, unless the Firm decides to purchase or sell the same securities for several clients at approximately the same time. The Firm may (but is not obligated to) combine or “batch” such orders to obtain best execution, to negotiate more favorable commission rates, or to allocate equitably among its clients differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will generally

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be averaged as to price and allocated among the Firm’s clients pro rata to the purchase and sale orders placed for each client on any given day. The Firm may include accounts in which its officers or employee have an interest when executing a “batched” order. The Firm does not receive any additional compensation or remuneration as a result of the aggregation. In the event that the Firm determines that a prorated allocation is not appropriate under the particular circumstances, the allocation will be made based upon other relevant factors, which may include: (i) when only a small percentage of the order is executed, shares may be allocated to the account with the smallest order or the smallest position or to an account that is out of line with respect to security or sector weightings relative to other portfolios, with similar mandates; (ii) allocations may be given to one account when one account has limitations in its investment guidelines which prohibit it from purchasing other securities which are expected to produce similar investment results and can be purchased by other accounts; (iii) if an account reaches an investment guideline limit and cannot participate in an allocation, shares may be reallocated to other accounts (this may be due to unforeseen changes in an account’s assets after an order is placed); (iv) with respect to sale allocations, allocations may be given to accounts low in cash; (v) in cases when a pro rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, the Firm may exclude the account(s) from the allocation; the transactions may be executed on a pro rata basis among the remaining accounts; or (vi) in cases where a small proportion of an order is executed in all accounts, shares may be allocated to one or more accounts on a random basis.

Item 13 – Review of Accounts The frequency of reviews of your accounts varies depending upon the circumstances, e.g. new portfolio accounts and accounts with monthly withdrawals may be reviewed more frequently than longstanding accounts. All reviews include considerations for tax planning purposes. Reviews of your asset allocations are performed at least quarterly and performance results are reviewed monthly. Reviews of accounts are also triggered by changes in market conditions, adjustments to guidance models, changes in the investment guidance list, substantial additions or withdrawals from a portfolio, and in response to discussions with you and/or requests by you for a review meeting. Reviews of portfolio holdings are conducted by Mr. Scott B. Kamenir, CFA, Managing Principal and Chief Investment Officer. Procedurally, accounts are rebalanced to conform to the Firm’s models or as determined in a client specific investment policy statement after giving consideration to tax consequences of sales. The third party custodian(s) provide reports directly to you at least quarterly (typically monthly). Such reports show positions held, valuation, and account activity, including payment of investment management fees, if applicable. Each quarter, either by mail or through access at our secure website, we provide reports that give asset positions, valuations, performance and asset allocation. Tax-related reports (including information on capital gains and losses,

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investment income and management expenses) are provided to our clients upon request. Reports will be provided directly to clients' designated tax preparers upon request.

Item 14 – Client Referrals and Other Compensation The Firm may receive compensation from certain outside investment firms or other providers in connection with providing solicitation, or third-party marketing services. Such arrangements, if material to any investment advisory and portfolio management clients, will be fully disclosed under applicable state statutes or rules, as in the case of a particular investment manager being recommended to an existing investment advisory and portfolio management client that is simultaneously under a solicitation agreement with the Firm, resulting in compensation to the Firm both from the advisory fee from the investment advisory client as well as from the investment manager being represented The Firm may make cash payments to third-party solicitors for client referrals, provided that, to the extent required, each solicitor has entered into a written agreement with the Firm pursuant to which the solicitor will provide each prospective client with a copy of the Firm’s Form ADV Part 2, and a disclosure document setting forth the terms of the solicitation arrangement, including the nature of the relationship between the solicitor and Firm and any fees to be paid to the solicitor. Any cash payments for client solicitations will be structured to comply with the requirements of applicable state statutes or rules. Please refer to the Brokerage Practices section above for disclosures on research and other benefits we may receive resulting from our relationship with Interactive Brokers.

Item 15 – Custody As paying agent for our firm, and with your approval, your independent custodian will directly debit your account(s) for the payment of our advisory fees. This ability to deduct our advisory fees from your accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements from the independent, qualified custodian(s) holding your funds and securities at least quarterly. The account statements from your custodian(s) will indicate the amount of our advisory fees deducted from your account(s) each billing period. You should carefully review account statements for accuracy. .

Item 16 – Investment Discretion The Firm usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account.

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When clients choose Waypoint Intelligence as their investment manager, they will need to sign the custodian’s Limited Power of Attorney (“LPOA”) or applicable new account paperwork giving Waypoint Intelligence authorization to make trades in their account. The Firm’s investment management discretion is exercised as follows: 1. Discretion is limited to the purchase and sale of securities and investment of cash, and not to distributions of cash or securities (except for the limited grants of authority to facilitate withdrawal of money and direct payments to third parties according to clients’ instructions, as well as the deduction of investment management fees). 2. Investments will not exceed the client’s funds in the account, unless the client has established a custodial margin account. 3. The Firm has determined that it is generally in the client’s best interest to execute security transactions at the client’s custodian due to ease of obtaining information, services provided (personnel and software) and cost of execution. Clients may elect to custody their accounts at any custodian subject to the approval of the Firm, but the selection of a custodian may or may not put the client at a disadvantage for getting the best execution for their trades.

Item 17 – Voting Client Securities We will not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of common stock or mutual funds, you are responsible for exercising your right to vote as a shareholder.

In most cases, you will receive proxy materials directly from the account custodian. However, in the event we were to receive any written or electronic proxy materials, we would forward them directly to you by mail, unless you have authorized our firm to contact you by electronic mail, in which case, we would forward any electronic solicitation to vote proxies.

Item 18 – Financial Information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about the Firm’s financial condition. The Firm has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients, and has not been the subject of a bankruptcy proceeding. The Firm does not require prepayment of fees more than six months in advance, and therefore is not required to provide a balance sheet for its most recent fiscal year.

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Item 19 – Requirements for State-Registered Advisers Waypoint Intelligence, LLC is wholly owned by Mr. Scott B. Kamenir, who serves as Managing Director, Chief Investment Officer and Chief Compliance Officer. Mr. Kamenir’ s education and business experience are described in Item 4 of this Form ADV Part 2A. Neither our firm, nor any of our employees are compensated for advisory services with performance-based fees. Please refer to the "Performance-Based Fees and Side-By-Side Management" section above for additional information on this topic. Neither our firm, nor any of our employees have any reportable arbitration claims, civil, self-regulatory organization proceeding or administrative proceeding. Neither our firm, nor any of our employees have a material relationship or arrangement with any issuer of securities. Refer to the Part(s) 2B for background information about management personnel and those giving advice on behalf of our firm.

Item 20 – Additional Information Privacy

We view protecting your private information as a top priority. Pursuant to applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any non-public personal information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we may share some information with our service providers, such as transfer agents, custodians, broker- dealers, accountants, consultants, and attorneys. We restrict internal access to non-public personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your non-public personal information and to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or required by law. You will receive a copy of our privacy notice prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy notice to you on an annual basis. Please contact our main office at the telephone number on the cover page of this Brochure if you have any questions regarding this policy.

Trade Errors

In the event a trading error occurs in your account, our policy is to restore your account to the position it should have been in had the trading error not occurred. Depending on the circumstances, corrective actions may include canceling the trade, adjusting an allocation, and/or reimbursing the account. If a trade error results in a profit, you will keep the profit.

Class Action Lawsuits

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We do not determine if securities held by you are the subject of a class action lawsuit or whether you are eligible to participate in class action settlements or litigation nor do we initiate or participate in litigation to recover damages on your behalf for injuries as a result of actions, misconduct, or negligence by issuers of securities held by you.

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Item 1 Cover Page

WAYPOINT INTELLIGENCE, LLC

Scott B. Kamenir, MBA, CFA Managing Principal and Chief Investment Officer.

33 River Street Chagrin Falls, Ohio 44022

440.394.8067

www.waypointintelligence.com

FORM ADV PART 2B BROCHURE SUPPLEMENT

December 31, 2016

This brochure supplement provides information about Scott Kamenir that supplements the Waypoint Intelligence, LLC brochure. You should have received a copy of that brochure. Please contact us at 440.394.8067 if you did not receive Waypoint Intelligence, LLC's brochure or if you have any questions about the contents of this supplement.

Additional information about Scott Kamenir is available on the SEC's website at www.adviserinfo.sec.gov.

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Item 2 Educational Background and Business Experience Scott Kamenir, MBA, CFA®

Year of Birth: 1972

Education

Case Western Reserve University - Weatherhead School of Management Cleveland, Ohio M.B.A., International Finance May 2002 Ohio University Athens, Ohio B.S., Aviation Engineering, Economics Minor June, 1996

Previous Experience

Waypoint Intelligence, LLC. Chagrin Falls, Ohio Managing Principal and Chief Investment Officer February, 2014 to present. PNC Capital Advisors, Product Manager, March 2008 to February 2014 Cleveland, Ohio Product Manager March, 2008 to June, 2014 National City Bank - Private Client Group, Analyst, November 2005 to March 2008 Cleveland, Ohio Analyst November, 2005 to March, 2008 JP Morgan Chase Hudson, Ohio Financial Advisor September, 2003 to November, 2004 Mr. Kamenir is Chief Investment Officer and Managing Principal of Waypoint Intelligence, LLC. In this role, he is responsible for development of the Firm’s investment models, and for the management of all client accounts. Mr. Kamenir has been actively managing investment portfolios since 1997, when he began his career as an Advisor with Morgan Stanley Dean Witter

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& Co., focusing on asset management services for business owners, executives, and high net worth families. Subsequent to his term at Morgan Stanley, he held a position of Financial Advisor with JP Morgan Chase, helping bank clients to invest. In 2005, Mr. Kamenir assumed an analyst role at National City Bank's Private Client Group, focusing efforts on their open architecture platform. In 2008, he moved to the institutional side of the business (then known as Allegiant Asset Management, now PNC Capital Advisors), focusing on product management and development responsibilities centered upon international investments.

Certifications & Licenses

Designations:

Mr. Kamenir is a Chartered Financial Analyst® (CFA®) Charter holder∗

Item 3 Disciplinary Information Mr. Kamenir does not have, nor has he ever had, any disciplinary action taken against him.

Item 4 Other Business Activities Mr. Kamenir is not actively engaged in any other business or occupation (investment-related or otherwise) beyond his capacity as Managing Principal of Waypoint Intelligence, LLC. Mr. Kamenir may receive compensation from certain outside investment firms or other providers in connection with providing solicitation, or third-party marketing services. Any such arrangements and compensation will be disclosed to clients of Waypoint Intelligence, LLC, in accordance with state and federal regulations.

Item 5 Additional Compensation As described in Item 14 of the Firm’s Form ADV and in Item 4 hereof, Mr. Kamenir may receive compensation from certain outside investment firms or other providers in connection with providing solicitation, or third-party marketing services.

Item 6 Supervision As Managing Principal of Waypoint Intelligence, Mr. Kamenir is not supervised by other persons. Mr. Kamenir can be reached at 440.394.8067.

Item 7 Requirements for State-Registered Advisers Mr. Kamenir does not have, or has ever had, any reportable arbitration claims, has not been found liable in a reportable civil, self-regulatory organization proceeding or administrative proceeding, and has not been the subject of a bankruptcy petition.

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CFA ∗CFA® and Chartered Financial Analyst® are registered trademarks owned by the CFA Institute. Since it was first introduced in 1963, the Chartered Financial Analyst® designation, or CFA charter, has become the most respected and recognized investment credential in the world. Earning the CFA charter demonstrates mastery of the skills most needed for investment analysis and decision making in today’s fast-evolving global financial industry. To earn the CFA charter you must have four years of qualifying investment work experience; you must become a member of CFA Institute (the global association of investment professionals that administers the CFA charter), pledging to adhere to the CFA Institute Code of Ethics and Standards of Professional Conduct on an annual basis; you must apply for membership to a local CFA member society; and you must complete the CFA Program. The CFA Program is a globally recognized, graduate- level curriculum that provides you with a strong foundation of the real-world investment analysis and portfolio management skills and practical knowledge you need in today’s investment industry. It also emphasizes the highest ethical and professional standards. The Program is organized into three levels, each culminating in a six-hour exam. CFA Program candidates report dedicating in excess of 300 hours of study per level. Completing the entire Program is a significant challenge that takes most candidates between two and five years. To ensure that the Program maintains a focus on the global investment management profession from the standpoint of practitioners, practicing CFA charter- holders from around the world are involved at every stage of curriculum development, exam development, exam grading, and even the setting of the minimum passing scores.