SPIREPOINT PRIVATE CLIENT, LLC

Form ADV Disclosure Brochure January 1, 2025 Revised August 29, 2025 Office Location: 830 Azalea Lane Vero Beach, FL 32963 (772) 316-1271 www.spirepointpc.com This Brochure provides information about the qualifications and business practices of SpirePoint Private Client, LLC. If you have any questions about the contents of this brochure, please contact us at the telephone number listed above. For compliance-specific requests, please call ( 971) 371-3450. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm is an SEC-registered investment adviser. Registration does not imply any level of skill or training.  ITEM 2 - MATERIAL CHANGES In this Item, SpirePoint Private Client, LLC (hereby known as “SpirePoint” or the “Firm”) is required to discuss any material changes that have been made to the Brochure since the last annual amendment, dated January 1, 2024. Material changes since the previous filing of this brochure include: • As of August 29, 2025, the Firm added four new individuals and has opened a new office in Palm Beach Gardens, FL.. We will ensure that all current Clients receive a Summary of Material Changes and an updated Brochure within 120 days of the close of our business’s fiscal year. A Summary of Material Changes is also included with our Brochure on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for SpirePoint is #327350. We may further provide other ongoing disclosure information about material changes as necessary and will further provide all Clients with a new Brochure as necessary based on changes or new information at any time, without charge. Currently, our Brochure may be requested by contacting Stacy Sizemore, Chief Compliance Officer, at (971) 371-3450 or ssizemore@spirepointpc.com. 2  ITEM 3 - TABLE OF CONTENTS ITEM 2 - MATERIAL CHANGES .................................................................................................................... 1 ITEM 3 - TABLE OF CONTENTS ................................................................................................................... 3 ITEM 4 - ADVISORY BUSINESS .................................................................................................................... 4 ITEM 5 - FEES AND COMPENSATION .......................................................................................................... 5 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ................................................... 7 ITEM 7 - TYPES OF CLIENTS ........................................................................................................................ 8 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES RISK OF LOSS ............................................... 8 ITEM 9 - DISCIPLINARY INFORMATION ..................................................................................................... 13 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS..................................................... 13 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING.................................................................................................................................................. 14 ITEM 12 - BROKERAGE PRACTICES ........................................................................................................... 16 ITEM 13 - REVIEW OF ACCOUNTS ............................................................................................................ 18 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ..................................................................... 19 ITEM 15 - CUSTODY ................................................................................................................................. 20 ITEM 16 - INVESTMENT DISCRETION ........................................................................................................ 21 ITEM 17 - VOTING CLIENT SECURITIES...................................................................................................... 21 ITEM 18 - FINANCIAL INFORMATION ....................................................................................................... 22 3  ITEM 4 - ADVISORY BUSINESS Description of Advisory Firm SpirePoint Private Client, LLC, (“SpirePoint,” the “Firm,” “we, ” “our,” or “us”) is a privately owned limited liability company headquartered in Vero Beach, FL with a secondary office in Palm Beach Gardens, FL. The Firm is registered as an investment adviser with the U.S. Securities and Exchange Commission. The Firm was formed in 2023 and is owned by Trent Leyda, Hakyung (Kay) Campione, and James Beindorf. As of December 31, 2024, SpirePoint managed approximately $1,123,920,196 in assets for approximately 799 accounts, all of which are managed on a discretionary basis. All accounts utilize a wrap program. While this brochure generally describes the business of the Firm, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees, or any other person who provides investment advice on the Firm’s behalf and is subject to the Firm’s supervision or control. Advisory Services Offered SpirePoint offers discretionary investment management, non-discretionary, and investment advisory services as well as financial planning and consulting. Prior to the Firm rendering any of the foregoing advisory services, Clients are required to enter into one or more written agreements with the Firm setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Investment Management Services The Firm offers continuous and regular investment supervisory services on a discretionary and non- discretionary basis, as well as financial planning and consulting. While we work with Clients, we have the ongoing responsibility to select and/or make recommendations based upon the objectives of the Client as to specific securities or other investments that he/she recommend or purchase/sell in Clients’ accounts. We utilize a variety of investment types when making investment recommendations/purchases in Client accounts, which include, but are not limited to, equity securities, fixed-income securities, alternatives, mutual funds, and Independent Managers. The investments recommended/purchased are based on the Client’s individual needs, goals, and objectives. The Firm offers investment advice on any investment held by the Client at the start of the advisory relationship. We describe the material investment risks under Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss. Financial Planning may be provided to Clients as a part of the Investment Management Services. When being provided as a separate service, it is described in this section under Financial Consulting Services below. We discuss our discretionary authority below under Item 16 – Investment Discretion. For more information about the restrictions Clients can put on their accounts, see Tailored Services and Client- Imposed Restrictions in this item below. We describe the fees charged for investment management services below under Item 5 – Fees and Compensation. Financial Planning and Consulting The Firm provides a variety of consulting services to individuals, families, and other C lie n ts regarding their financial resources based upon an analysis of the Client’s current situation, goals, and objectives. Consulting encompasses one or more of the following areas: additional Financial Planning, Performance Reporting, 4  Investment Planning, Retirement Planning, Education Planning, and Business and Personal Financial Planning. Services provided under an ongoing consultation agreement are conducted on a regular basis, but no less than annually, with the Client. The Client is under no obligation to act upon the advisor’s recommendation. If the Client elects to act on our recommendations, the Client is under no obligation to effect the transaction through us. We describe fees charged for Consultation Services below under Item 5 - Fees and Compensation. Use of Independent Managers and Sub-Advisors The Firm may select certain Independent Managers and/or Sub-Advisors to manage a portion of its clients’ assets actively. The specific terms and conditions under which a client engages an Independent Manager and/or Sub-Advisor may be set forth in a separate written agreement with the designated Independent Managers engaged to manage their assets. The Firm evaluates a variety of information about Independent Managers and/or Sub-Advisors, which may include the Independent Managers’ and/or Sub-Advisors’ public disclosure documents, materials supplied by the Independent Managers themselves, and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Manager’s and/or Sub-Advisor’s investment strategies, past performance, and risk results in relation to its clients’ individual portfolio allocations and risk exposure. The Firm also takes into consideration each Independent Manager’s and/or Sub-Advisor’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. The Firm continues to provide services relative to the discretionary selection of the Independent Managers and/or Sub-Advisor. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. The Firm seeks to ensure the Independent Managers and/or Sub- Advisor strategies and target allocations remain aligned with its clients’ investment objectives and overall best interests. Sponsor and Manager of Wrap Program The Firm provides substantially all investment management services as the sponsor and manager of the SpirePoint Private, LLC, Client Wrap Program (the “Wrap Program”), a wrap fee program where transactional, custodial, reporting, and other similar fees are absorbed by the Firm. Accounts managed through the Wrap Program are done so in substantially the same manner as those that may be managed under a non-Wrap arrangement. Additional information about the Wrap Program is available in the Firm’s Wrap Brochure, which appears as Part 2A Appendix 1 of the Firm’s Form ADV. ITEM 5 - FEES AND COMPENSATION Fee Schedule & Billing Method SpirePoint offers services on a fee basis, which may include fixed fees and fees based on assets under management or advisement and as part of the Wrap Program. 5  Investment Management Services The annual management fee for our Investment Management Services, including Financial Planning, is based on the total dollar value of the assets maintained in the Client account. The fee assessed and/or charged is based on what is stipulated in the Investment Advisory Agreement signed by each Client. This may include a minimum annual fee. Our annual fee ranges up to 1.5% annually and is assessed and/or charged monthly, in advance, based on the value at the end of the billing period. Inflows and outflows of cash are considered on a prorated basis in this calculation. Fees can be structured as a fixed flat percentage fee on total assets in the account, a fixed flat dollar amount, or a tiered fee schedule whereby the fee is calculated by applying different rates to different levels of assets. Financial Planning and Consulting Fees In addition to the advisory fees paid, we may provide financial planning and/or consulting services to Clients regarding the management of their financial resources, which is based upon an analysis of their current personal and financial situations, goals, and objectives. The fee assessed and/or charged is based on what is stipulated in the Investment Advisory Agreement signed by each Client. This may include a minimum annual fee. The Firm offers services on a fee basis, which may include fixed fees, as well as fees based on assets under management or advisement. Other Fees and Expenses In addition to the wrap program advisory fees paid to the Firm, Clients may incur certain charges imposed by other third parties, such as independent managers, broker-dealers, custodians, trust companies, platform service providers, banks, and other financial institutions (collectively “Financial Institutions”). These additional charges may include securities brokerage commissions, fees attributable to alternative assets, reporting charges, margin costs, charges imposed directly by a mutual fund or ETF in a Client’s account, as disclosed in the fund’s prospectus (e.g., fund management fees and other fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, and wire transfer and electronic fund fees. In relationships with third-party and/or Sub-Advisors, their fees would be in addition to the fees charged by the Firm, paid directly to the third-party and/or Independent Manager/Sub-Advisor, and the Firm will not receive any portion of those fees or share in those fees. Direct Fee Debit Clients generally provide the Firm and/or the Independent Managers/Sub-Advisors with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for Client accounts, from which the Firm retains the authority to directly deduct fees, are required to send statements to Clients not less than quarterly detailing account transactions, including any amounts paid to the Firm. Account Additions and Withdrawals As stated above, Clients may make additions to and withdrawals from their accounts at any time, subject to the Firm’s right to terminate an account. Additions may be in cash or securities, provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients may withdraw account assets on notice to the Firm, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long- term investments, and the withdrawal of assets may impair the achievement of a client’s investment 6  objectives. The Firm may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges), and/or tax ramifications. Commissions and Sales Charges for Recommendations of Securities Clients can engage certain persons associated with the Firm (but not the Firm directly) to render securities brokerage services under a separate commission-based arrangement. Clients are under no obligation to engage such persons and may choose brokers or agents not affiliated with SpirePoint. Under this arrangement, the Firm’s Supervised Persons, in their individual capacities as registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”), may provide securities brokerage services and implement securities transactions under a separate commission-based arrangement. Supervised Persons may be entitled to a portion of the brokerage commissions paid to PKS, as well as a share of any ongoing distribution or service (trail) fees from the sale of mutual funds. The Firm may also recommend no-load or load-waived funds, where no sales charges are assessed. Before effecting any transactions, Clients are required to enter into a separate account agreement with PKS. A conflict of interest exists to the extent that the Firm recommends the purchase or sale of securities where Supervised Persons receive commissions or other additional compensation as a result of the Firm’s recommendation. We take our fiduciary duty and professional responsibility very seriously and always endeavor to act in the Clients’ best interest regardless of any such affiliations. For certain accounts covered by the Employee Retirement Income Security Act of 1974 (“ERISA”) and such others that the Firm, in its sole discretion, deems appropriate, the Firm may provide its investment advisory services on a fee-offset basis. In this scenario, the Firm may offset its fees by an amount equal to the aggregate commissions and 12b-1 fees earned by the Firm’s Supervised Persons in their individual capacities as registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”). Termination Either party may terminate the advisory agreement at any time by providing written notice to the other party. The Client may terminate the agreement at any time by writing or phoning the Firm at our office. The Firm will refund any prepaid, unearned advisory fees. Terminations will not affect liabilities or obligations from transactions initiated in Client accounts before termination. In the event the Client terminates the investment advisory agreement. The Firm will not liquidate any securities in the account unless instructed by the Client to do so. In the event of the Client’s death or disability, the Firm will continue management of the account until we are notified of the Client’s death or disability and given alternative instructions by an authorized party. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT SpirePoint does not charge performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a Client. 7  ITEM 7 - TYPES OF CLIENTS SpirePoint provides asset management, financial consulting, ERISA plan advisory and consulting, investment advisory consultation, and selection of third-party Independent Managers and/or Sub-Advisors. Our services are provided on a discretionary basis to a variety of Clients, such as institutional investors, individuals, high-net-worth individuals, trusts and estates, qualified purchasers, and individual participants of retirement plans. In addition, we may also provide advisory services to entities such as pension and profit-sharing plans, businesses, and other investment advisors. Account Requirements The Firm does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an investment management relationship. Certain Independent Managers may, however, impose more restrictive account requirements and billing practices on the Firm. In these instances, the Firm may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers. ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies SpirePoint will typically use fundamental, cyclical, charting, and/or technical analysis in the selection of individual securities. The Firm selects categories of investments based on the Client’s attitudes about risk and their need for capital appreciation or income. Different instruments involve different levels of exposure to risk. We seek to select individual securities with characteristics that are most consistent with the Client’s objectives. Since the Firm treats each Client account uniquely, Client portfolios with similar investment objectives and asset allocation goals may own different securities. General Investment Strategies The Firm generally uses diversification in an effort to minimize risk and optimize the potential return of a portfolio. More specifically, we utilize multiple asset classes, investment styles, market capitalizations, sectors, and regions to provide diversification. Each portfolio composition is determined in accordance with the Client’s investment objectives, risk tolerance, and time horizon. We utilize both passive and active investment management strategies in an effort to optimize portfolios. Our general investment strategy is to seek real capital growth proportionate to the level of risk the Client is willing to take. We develop a Client Profile to help identify the Client’s investment objectives, time horizon, risk tolerance, tax considerations, target asset allocation, and any special considerations and/or restrictions the Client chooses to place on the management of the account. The Firm will then recommend investments that we feel are consistent with the Client Profile. After defining Client needs, the Firm develops and implements plans for the Client’s account. Then, we monitor the results and make adjustments as needed. As the initial assumptions change, the plans themselves may need to be adapted. Continuous portfolio management is important in an effort to keep the Client’s portfolio consistent with the Client’s objectives. Methods of Analysis for Selecting Securities 8  The Firm’s Investment Advisor Representatives (“IARs”) may use, among others, technical, fundamental, and/or charting analysis in the selection of individual equity securities. Additionally, our IARs may use specific strategies or resources in the method of analysis and selection of mutual funds. Technical Analysis The effectiveness of technical analysis depends on the accurate forecasting of major price moves or trends in the securities traded by the IAR. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible trends, and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may underperform other trading methods when fundamental factors dominate price moves within a given market. including The calculations that underlie our system, methods, and strategies involve many variables, determinants from information generated by computers and/or charts. The use of a computer in collating information or in developing and operating a trading method does not assure the success of the method because a computer is merely an aid in compiling and organizing trade information. Accordingly, no assurance is given that the decisions based on computer-generated information will produce profits for a Client’s account. Relative Strength Analysis Relative strength measures one stock versus another or a group of stocks versus an index, such as the S&P 500. Through relative strength analysis, we can rank areas of the market that are outperforming or underperforming the broad market, whether the Russell 3000 or S&P 500. For our purposes, we use the S&P 500. We then add the highest relative strength sectors and macro areas (i.e., small cap vs. large cap) to our investment model, using primarily ETFs. The general premise is that those areas of the market with the highest relative strength outperform over the long term. Additionally, as a risk override, we run a moving average analysis to identify when markets are most vulnerable, and from time to time lighten market exposure. Fundamental Analysis Fundamental analysis assesses the financial health and management effectiveness of a business by analyzing a company’s financial reports, key financial ratios, industry developments, economic data, competitive landscape, and management. The objective of fundamental analysis is to use historical and current financial data to assess the stock valuation of a company, evaluate company profitability and credit risk, and forecast the future performance of the company and its share price. Fundamental analysis assumptions and calculations are based on historical data and forecasts; therefore, the quality of information and assumptions used are critical. Differences can exist between market fundamentals and how they are analyzed. Charting Analysis 9  Charting analysis involves the use of patterns in performance charts. Our IARs use this charting technique to search for patterns in an effort to predict favorable conditions for buying and/or selling a security. Mutual Funds In analyzing mutual funds, our IARs use various sources of information. We review key characteristics such as historical performance, consistency of returns, risk level, and size of the fund. Expense ratio and other costs are also significant factors in fund selection. We also subscribe to/access additional information from other sources that inform our general macroeconomic view. Options IARs may use options as an investment strategy. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an asset (such as a share of stock) at a specific price on or before a certain date. An option, just like a stock or bond, is a security. An option is also a derivative because it derives its value from an underlying asset. The two types of options are calls and puts. A call gives the holder the right to buy an asset at a certain price within a specific period of time. A call may be purchased if the expectation is that the stock will increase substantially in value before the option expires. It may also be sold as a hedge to protect gains or principal of an existing holding (covered calls). A put gives the holder the right to sell an asset at a certain price within a specific period of time. A put may be purchased if the expectation is that the stock will decrease substantially in value before the option expires. They are typically purchased as a hedge to protect gains or principal of a portfolio. There are various options and strategies that our IARs may deploy in a strategy, as appropriate for the Client’s needs. These include but may not be limited to covered options (selling a call or put for premium payment while retaining the cash or securities required to facilitate the underlying purchase or sale of securities if an option is exercised) or spreads/straddles (buying or selling call or put options on the same or opposite side of the market to benefit from the bid/ask “spread” or to straddle the market based on value or time variances). Alternative Investments IARs may use Alternative Investments as a way to diversify a portfolio. Alternative Investments are considered to be “non-correlated” assets, meaning that they do not tend to run up or down (track) with the market like standard securities typically do. The main goal of alternatives is to provide access to other return sources, with the potential benefit of reducing the risk of a client’s portfolio, improving returns, or both. Specific Investment Strategies for Managing Portfolios IARs may use Modern Portfolio Theory tactical asset allocation, cash as a strategic asset, long-term holding, trend, dollar-cost-averaging, and defensive portfolio strategies in the construction and management of Client portfolios. There is no guarantee that any of the following strategies will be successful, a nd we make no promises or warranties as to the accuracy of our market analysis. Modern Portfolio Theory (MPT) IARs use the Modern Portfolio Theory, which has a basic concept of using diversification in an effort to help minimize risk and optimize the potential return of a portfolio. Tactical Asset Allocation 10  IARs may use a tactical asset allocation strategy in the shorter term to deviate from a client’s long-term strategic asset allocation target in an effort to take advantage of what we perceive as market pricing anomalies or strong market sectors or to avoid perceived weak sectors. Once they achieve the desired short-term opportunities or perceive those opportunities have passed, we generally return a client’s portfolio to the original strategic asset mix. Cash as a Strategic Asset IARs may use cash as a strategic asset and, at times, move or keep the Client’s assets in cash or cash equivalents. While high cash levels can help protect a Client’s assets during periods of market decline, there is a risk that our timing in moving to cash is less than optimal upon either exit or reentry into the market, potentially resulting in missed opportunities during positive market moves. Long-term Holding IARs do not generally purchase securities for Clients with the intent to sell the securities within 30 days of purchase, as we do not generally use short-term trading as an investment strategy. However, there may be times when we will sell a security for a client when the Client has held the position for less than 30 days. IARs do not attempt to time short-term market swings. Short-term buying and selling of securities are typically limited to those cases where a purchase has resulted in an unanticipated gain or loss, in which we believe that a subsequent sale is in the best interest of the Client. Trend IARs may manage Client assets using a trend-following methodology based on the 200-day average and grounded in a strong sell discipline for all positions within the portfolio. Dollar-Cost-Averaging Dollar-cost averaging involves investing money in multiple installments over time to take advantage of price fluctuations in an attempt to get a lower average cost per share. Defensive Strategies If our IAR anticipates poor near-term prospects for equity markets, we may adopt a defensive strategy for Clients’ accounts by investing substantially in fixed-income securities and/or money market instruments. We may also utilize low, non-, or negatively correlated investments through mutual funds and ETFs. There can be no guarantee that the use of defensive techniques will be successful in avoiding losses. Margin Some Clients of the Firm maintain margin accounts to facilitate short-term borrowing needs, which are unrelated to our investment strategy (ies). For some high-net-worth (HNW) Clients who are seeking a more aggressive strategy for their portfolio, our IARs may work with those Clients on an individual basis to develop a leveraged strategy utilizing margin to increase market participation portfolio as part of a customized investment strategy. Clients are responsible for any brokerage or margin charges in addition to advisory fees. Risks of using margin include “margin calls” (also called "fed calls" or "maintenance calls.") Margin calls occur when account values decrease below minimum maintenance margin levels established by the broker-dealer that holds the securities in the Client’s account, requiring the investor to deposit additional money or securities into their margin account. 11  While the use of margin borrowing can increase returns, it can also magnify losses. Clients must specifically request to establish a margin account. Additional Strategies Clients interested in learning more about any of the above strategies should contact us for more information and/or refer to the prospectus of any mutual fund. We may also consider additional strategies at the specific client's request. Investing Involves Risk General Risks of Owning Securities Investing in securities involves the risk of loss that Clients should be prepared to bear. While the stock market may increase and account(s) could enjoy a gain, it is also possible that the stock market may decrease, and account(s) could suffer a loss. It is important that Clients understand the risks associated with investing in the stock market, are appropriately diversified in investments, and ask us any questions they may have. Risk of Loss Diversification does not guarantee a profit or guarantee to protect against loss, and there is no guarantee that investment objectives will be achieved. The Firm strategies and recommendations may lose value. All investments have certain risks involved, including, but not limited to, the following: • Stock Market Risk: The value of securities in the portfolio will fluctuate and, as a result, the value may decline suddenly or over a sustained period of time. • Managed Portfolio Risk: The manager’s investment strategies or choice of specific securities may • be unsuccessful and may cause the portfolio to incur losses. Industry Risk: The portfolio’s investments could be concentrated within one industry or group of industries. Any factors detrimental to the performance of such industries will disproportionately impact a portfolio. Investments focused on a particular industry are subject to greater risk and are more greatly impacted by market volatility than less concentrated investments. • Non-U.S. Securities Risk: Non-U.S. securities are subject to the risks of foreign currency fluctuations, generally higher volatility, lower liquidity than U.S. securities, less developed securities markets and economic systems, and political-economic instability. • Emerging Markets Risk: To the extent that a portfolio invests in issuers located in emerging markets, the risk may be heightened by political changes and changes in taxation or currency controls that could adversely affect the values of these investments. Emerging markets have been more volatile than the markets of developed countries with more mature economies. • Currency Risk: The value of a portfolio’s investments may fall as a result of changes in exchange rates. • • • Credit Risk: Most fixed-income instruments are dependent on the underlying credit of the issuer. If we are wrong about the underlying financial strength of an issuer, we may purchase securities where the issuer is unable to meet its obligations. If this happens, a portfolio could sustain an unrealized or realized loss. Inflation Risk: Most fixed-income instruments will sustain losses if inflation increases or the market anticipates increases in inflation. If we enter a period of moderate or heavy inflation, the value of fixed-income securities could go down. Interest Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. 12  • Margin Risk: The use of margin is not suitable for all investors since it increases leverage in an Account and, ther efor e, risks. • • ETF and Mutual Fund Risk: When we invest in an ETF or mutual fund for a Client, the Client will bear additional expenses based on its pro rata share of the ETF or mutual fund’s operational expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund greatly reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients may also incur brokerage costs when purchasing ETFs. Independent Manager Risk: As stated above, the Firm may select certain Independent Managers to manage a portion of its clients’ assets. In these situations, the Firm continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, the Firm generally may not have the ability to supervise the Independent Managers on a day-to- day basis. • Derivative Risk: Derivatives are securities, such as futures contracts or options, whose value is derived from that of other securities or indices. Derivatives can be used for hedging (attempting to reduce risk by offsetting one investment position with another) or non-hedging purposes. Hedging with derivatives may increase expenses, and there is no guarantee that a hedging strategy will achieve the desired results. Utilizing derivatives can cause greater than ordinary investment risk, which could result in losses. • Alternative Investment Risk: Alternative Investments involve a high degree of risk, often engage in leveraging and other speculative investment practices that may increase the risk of investment loss, can be highly illiquid, are not always required to provide periodic pricing or valuation investors, may involve complex tax structures and delays in distributing important information to tax information, are not subject to the same regulatory requirements as mutual funds, often charge high fees which may offset any trading profits, and in many cases, the underlying investments are not transparent and are known only to the investment manager. Alternative investment performance can be volatile. An investor could lose all or a substantial amount of his or her investment. • Management Risk: Investments vary with the success and failure of our investment strategies, research, analysis, and determination of portfolio securities. If our investment strategies do not produce the expected returns, the value of the investment may decrease. ITEM 9 - DISCIPLINARY INFORMATION SpirePoint and our personnel seek to maintain the highest level of business professionalism, integrity, and ethics. We are required to disclose the facts of any legal or disciplinary events that are material to a client’s evaluation of our business or the integrity of our management. We do not have any required disclosures to this Item. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS SpirePoint is required to disclose any relationship or arrangement that is material to its advisory business or to its Clients with certain related persons. Relationship with tru Independence, LLC 13  for investment professionals and an SEC-registered The Firm maintains a business relationship with tru Independence, LLC (“tru Independence”), a service platform investment adviser. Through its relationship with tru Independence, the Firm gains access to services related to reporting, compliance, technology, transition support, and other related services. In fulfilling its duties to its Clients, the Firm endeavors at all times to put the interests of its Clients first. The Firm reviews all of its service provider relationships on an ongoing basis in an effort to ensure decisions are made in the best interests of Clients. Clients should be aware, however, that this relationship may pose certain conflicts of interest. Specifically, tru Independence charges the Firm a platform fee that decreases as assets increase. Accordingly, the Firm has an incentive to increase the assets it places through the tru Independence platform. tru Independence also provided transition support aimed at helping the Firm launch its new advisory firm. The receipt of economic and other benefits as described above from tru Independence creates an incentive for the Firm to choose tru Independence over other service providers that do not furnish similar benefits. Licensed Insurance Agents Certain of the Firm’s Supervised Persons are licensed insurance agents and may offer certain insurance products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that the Firm recommends the purchase of insurance products where its Supervised Persons may be entitled to insurance commissions or other additional compensation. We take our fiduciary duty and professional responsibility very seriously and always endeavor to act in the Clients’ best interest regardless of any such affiliations. Registered Representatives of a Broker-Dealer Certain of the Firm’s Supervised Persons are registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”), and may provide Clients with securities brokerage services under a separate commission-based arrangement. This arrangement is described at length in Item 5. This arrangement allows the Firm's Supervised Persons to offer certain qualified Clients trading services, which gives the Firm the ability to execute trades through PKS of Client assets custodied as defined in Item 12. Retirement Plan Accounts The Firm may, from time to time, recommend the rollover to an IRA from an employer-sponsored retirement plan. This product will be recommended when it is deemed by the Firm to be in the best interest of the Client. It is understood that the Advisor will receive management fees paid by the Client as indicated by the Client agreement that will be signed when the account is opened. When the Firm provides investment advice to Clients regarding their retirement plan account or individual retirement account, the Firm is a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way the Firm makes money creates some conflicts with Client interests, so the Firm operates under a special rule that requires us to act in the Client’s best interest and not put our interest ahead of theirs. Under this special rule’s provisions, the Firm must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of the Client when making recommendations (give loyal advice); 14  • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that the Firm gives advice that is in the Client’s best interest; • Charge no more than is reasonable for services; and • Give the Client basic information about conflicts of interest. When recommending the rollover to an IRA from an employer-sponsored retirement plan, the Client will be provided with disclosure on the reasons why the transaction is in their best interest, it will be required to be signed by both the Client and the advisor and will be maintained in the Client’s file. ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics SpirePoint believes that we owe Clients the highest level of trust and fair dealing. As part of our fiduciary duty, we place our clients’ interests ahead of the firm's and our personnel's interests. We have adopted a Code of Ethics that emphasizes the high standards of conduct that the Firm seeks to observe. Our personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. The Firm’s Code of Ethics attempts to address specific conflicts of interest that we have identified or could likely arise. The Firm’s personnel are required to follow clear guidelines from the Code of Ethics in areas such as gifts and entertainment, other business activities, prohibitions of insider trading, and adherence to applicable federal securities laws. Additionally, individuals who formulate investment advice for Clients or who have access to nonpublic information regarding any client’s purchase or sale of securities are subject to personal trading policies governed by the Code of Ethics (see below). The Firm will provide a complete copy of the Code of Ethics to any Client or prospective Client upon request. Personal Trading Practices The Firm and our personnel may purchase or sell securities for themselves, regardless of whether the transaction would be appropriate for a client’s account. The Firm and our personnel may purchase or sell securities for themselves that we also recommend/utilize for Clients. This includes related securities (e.g., warrants, options, or other derivatives). This presents a potential conflict of interest, as we have the incentive to take investment opportunities from Clients for our own benefit, favor our personal trades over Client transactions when allocating trades, or use the information about the transactions we intend to make for Clients to our personal benefit by trading ahead of Clients. Our policies to address these conflicts include the following: 1. The Client receives the opportunity to act on investment decisions/recommendations prior to and in preference to accounts of their IAR. 2. The Firm prohibits trading in a manner that takes personal advantage of price movements caused 3. by Client transactions. If an IAR wishes to purchase or sell the same security as he/she recommends or takes action to purchase or sell for a client, he/she will not do so until the custodian fills the Client’s order if the 15  is possible that order cannot be aggregated with the Client order. As a result of this policy, it Clients may receive a better or worse price than IAR for transactions in the same security on the same day as a client. 4. The Firm requires our IARs to report personal securities transactions on at least a quarterly basis. 5. Conflicts of interest also may arise when Firm IARs become aware of limited offerings or IPOs, including private placements or offerings of interests in limited partnerships or any thinly traded securities, whether public or private. Given the inherent potential for conflict, limited offerings, and IPOs demand extreme care. IARs are required to obtain pre-approval from the Chief Compliance Officer before trading in limited offerings and are prohibited from transacting in IPOs for personal accounts. 6. Under certain limited circumstances, we make exceptions to the policies stated above. The Firm will maintain records of these trades, including the reasons for any exceptions. ITEM 12 - BROKERAGE PRACTICES SpirePoint generally requests accounts that are not managed by third-party Independent Managers and/or Sub-Advisors to be established with Goldman Sachs Custody Solutions (“GS”), member FINRA/SIPC, or Charles Schwab Corporation, member FINRA/SIPC. The Firm engages custodians to clear transactions and custody assets. The custodians provide the Firm with services that assist us in managing and administering Clients' accounts which include software and other technology that (i) provide access to Client account data (such as trade confirmations and account statements); (ii) facilitate trade execution and allocate aggregated trade orders for multiple Client accounts; (iii) provide research, pricing and other market data; (iv) facilitate payment of fees from its Clients' accounts; and (v) assist with certain back-office functions, recordkeeping and Client reporting. As part of the arrangement described above, the custodians also make certain research and brokerage services available at no additional cost to our firm. These services include certain research and brokerage services, including research services obtained by the custodians directly from independent research companies, as selected by our Firm (within specific parameters). Research products and services provided by the custodians to our firm may include research reports on recommendations or other information about, particular companies or industries; economic surveys, data , and analyses; financial publications; portfolio evaluation services; financial database software services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by the custodians to our firm in the performance of our investment decision-making responsibilities. The aforementioned research and brokerage services are used by our firm to manage accounts. Without this arrangement, our firm might be compelled to purchase the same or similar services at our own expense. As a result of receiving the services discussed above, we have an incentive to continue to use or expand the use of the custodians’ services. We examined this conflict of interest when we chose to enter into the relationship with the custodians, and we have determined that the relationship is in the best interest of our firm’s Clients and satisfies our client obligations, including our duty to seek best execution. The custodians charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, and commissions are charged for individual equity and debt securities transactions). The custodians generally do not charge Clients separately for custody services but are compensated by account holders through commissions and other transaction-related or asset-based fees for securities 16  trades that are executed through the custodians or that settle into accounts at the custodians. The custodians charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, and commissions are charged for individual equity and debt securities transactions). The custodians enable us to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. The custodians’ commission rates are generally discounted from customary retail commission rates. However, the commission and transaction fees charged by the custodians may be higher or lower than those charged by other custodians and broker-dealers. We may aggregate (combine) trades for ourselves or our associated persons with Client trades, provided that the following conditions are met: 1. Our policy for the aggregation of transactions shall be fully disclosed separately to our existing Clients (if any) and the broker-dealer(s) through which such transactions will be placed; 2. We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek best price) for the Client and is consistent with the terms of our investment advisory agreement with the Client for which trades are being aggregated. 3. No advisory Client will be favored over any other Client; each Client that participates in an aggregated order will participate at the average share price for all our transactions in a given security on a given business day, with transaction costs based on each Client’s participation in the transaction; 4. We will prepare a procedure specifying how to allocate the order among those Clients; 5. If the aggregated order is filled in its entirety, it will be allocated among Clients in accordance with the allocation statement; if the order is partially filled, it will be allocated pro-rata based on the allocation statement; 6. Our books and records will separately reflect, for each Client account, the orders that are aggregated and the securities held by and bought for that account. 7. We will receive no additional compensation or remuneration of any kind as a result of the 8. proposed aggregation and Individual advice and treatment will be accorded to each advisory Client. As a matter of policy and practice, we do not utilize research, research-related products, and other services obtained from broker-dealers or third parties on a soft dollar commission basis other than what is described above. Factors Considered in Recommending Custodians We consider several factors in recommending custodians to a client. Factors that we consider when recommending custodians may include financial strength, reputation, execution, pricing, reporting, research, and service. We will also take into consideration the availability of the products and services received or offered (detailed above) by the custodians. Directed Brokerage Transactions 17  The Firm does not allow Clients to direct brokerage to a specific broker-dealer. For an individual third- party Independent Manager’s and/or Sub-Advisor’s policy on directed brokerage transactions, please refer to Item 12 – Brokerage Practices of that manager’s Form ADV 2A brochure. Special Considerations for ERISA Clients A retirement or ERISA plan Client may direct all or part of portfolio transactions for its account through a specific broker or dealer in order to obtain goods or services on behalf of the plan. Such direction is permitted provided that the goods and services provided are reasonable expenses of the plan incurred in the ordinary course of its business for which it otherwise would be obligated and empowered to pay. ERISA prohibits directed brokerage arrangements when the goods or services purchased are not for the exclusive benefit of the plan. Consequently, we will request that plan sponsors who direct plans provide us with a letter documenting that this arrangement will be for the exclusive benefit of the plan. Trade Errors We have implemented procedures designed to prevent trade errors; however, trade errors in Client accounts cannot always be avoided. Consistent with our fiduciary duty, it is our policy to correct trade errors in a manner that is in the best interest of the Client. In cases where the Client causes the trade error, the Client will be responsible for any loss resulting from the correction. Depending on the specific circumstances of the trade error, the Client may not be able to receive any gains generated as a result of the error correction. In all situations where the Client does not cause the trade error, the Client will be made whole, and we will absorb any loss resulting from the trade error if the error was caused by the Firm. If the error is caused by the Custodian, the Custodian will be responsible for covering all trade error costs. If an investment gain results from the corrected trade, the gain will be donated to charity. We will never benefit or profit from trade errors. ITEM 13 - REVIEW OF ACCOUNTS Account Reviews & Reporting Managed Accounts Reviews SpirePoint manages portfolios on a continuous basis and generally reviews all positions in Client accounts on a regular basis, but no less than annually. We generally offer annual account reviews to clients. Clients may choose to receive reviews in person, by telephone, or via e-mail. Firm IARs conduct reviews based on a variety of factors. These factors include, but are not limited to, stated investment objectives, economic environment, outlook for the securities markets, and the merits of the securities in the accounts. In addition, we may conduct a special review of an account based on, but not limited to, the following: 1. A change in the Client’s investment objectives, guidelines, and/or financial situation; 2. Changes in diversification; 3. Tax considerations; or 4. Material cash deposits or withdrawals. Third Party and/or Sub-Advisor Accounts 18  IARs periodically review third-party Independent Managers and/or Sub-Advisor reports provided to the Client, but no less often than on a semi-annual basis. Our IARs contact Clients from time to time, as agreed to with the Client, in order to review their financial situation and objectives; communicate information to third-party Independent Managers and/or Sub-Advisors as warranted; and assist the Client in understanding and evaluating the services provided by the third-party Independent Manager and/or Sub- Advisor. The Client is expected to notify us of any changes in his/her financial situation, investment objectives, or account restrictions that could affect their account. The Client may also directly contact the third-party Independent Manager and/or Sub-Advisor managing the account or sponsoring the program. Clients who utilize third-party Independent Managers and/or Sub-Advisors should review the third-party Independent Manager’s and/or Sub-Advisor’s Form ADV Part 2 Item 13 – Review of Accounts regarding account reviews, types of written reports provided, and frequency of such reports. Consulting Service Consultation Clients do not receive reviews of their written plans unless they take action to schedule a financial consultation with us or separately contract with us for a post-financial plan meeting or update their initial written financial plan. The type of reporting is agreed upon by the Firm and the Client on a case- by-case basis. We do not provide ongoing services to financial consultation Clients but are willing to meet with such Clients upon their request to discuss updates to their plans or changes in their circumstances. The Client’s IAR provides financial consultation services to the Client. In cases when we have been contracted to conduct ongoing financial consultation services, the IARs will conduct reviews as agreed upon with the Client. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION Brokerage Support Products and Services SpirePoint receives an economic benefit from the brokers used for transactions in Client accounts in the the support products and services they make available to us and other independent firms whose form of clients maintain their accounts at the broker. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). We do not base particular investment advice, such as buying particular securities for our clients, on the availability of the brokers’ products and services to us. Outside Compensation The Firm does not pay referral fees (non-commission-based) to independent solicitors for the referral of their clients to our firm. Firm IARs may refer Clients to unaffiliated professionals for specific needs, such as mortgage brokerage, real estate sales, estate planning, legal, and/or tax/accounting. In turn, these professionals may refer Clients to our IARs for investment management needs. We do not have any arrangements with individuals or companies that we refer Clients to, and we do not receive any compensation for these referrals. However, it could be concluded that our IARs are receiving an indirect economic benefit from this practice, as the relationships are mutually beneficial. For example, we could be incentivized to recommend services of firms that refer Clients to the Firm. 19  Our IARs only refer Clients to professionals we believe are competent and qualified in their field, but it is ultimately the Client’s responsibility to evaluate the provider, and it is solely the Client’s decision whether to engage a recommended firm. Clients are under no obligation to purchase any products or services through these professionals, and our IARs have no control over the services provided by another firm. Clients who choose to engage these professionals will sign a separate agreement with the other firm. Fees charged by the other firm are separate from and in addition to fees charged by the Firm. If the Client desires, our IARs will work with these professionals or the Client’s other advisors (such as an accountant, attorney, or other investment advisor) to help ensure that the provider understands the Client’s investments and coordinates services for the Client. We do not share information with an unaffiliated professional unless first authorized by the Client. Third-Party Independent Manager and/or Sub-Advisor Our IARs may work with third-party Independent Managers or Sub-Advisors to service Client accounts. They may receive ongoing compensation in relation to these arrangements, of which details are fully disclosed to the Clients at the time of account opening. See also Item 5 - Third Party Accounts and/or Sub-Advisor and Item 10 – Third Party Managers and/or Sub-Advisor. Other Financial Institutions The Firm has established agreements to provide consulting services to other financial institutions regarding business development or investment advisory services provided to Clients. If the consultation being provided is specific to services provided to the Client account, the specifics of this arrangement, including the compensation paid to the Firm, will be fully disclosed to Clients in their signed agreements. ITEM 15 - CUSTODY SpirePoint and/or the Independent Managers have limited custody of some of our clients’ funds or securities when the Clients authorize us to deduct our management fees directly from the clients’ accounts. A qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution) holds Clients’ funds and securities. Clients will receive statements directly from their qualified custodian at least quarterly. The statements will reflect the Client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of our fee. Clients should carefully review the account statements they receive from the qualified custodian. When Clients receive statements from the Firm as well as from the qualified custodian, they should compare these two reports carefully. Clients with any questions about their statements should contact us at the address or phone number on the cover of this brochure. Clients who do not receive a statement from their qualified custodian at least quarterly should also notify us. Third-Party Standing Letters of Authorization (“SLOA”) The Firm is deemed to have custody of the Client’s funds or securities when Clients have standing authorizations with their custodian to move money from a client’s account to a third party (“SLOA”) and, under that SLOA, it authorizes us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect Client assets in such situations, which we follow. By working with the qualified custodian, the Firm has in place seven provisions set forth by the SEC to assist in mitigating risk. The below must be followed for Clients with third-party SLOAs: 20  1. 2. 3. 4. 5. 6. 7. The Client provides an instruction to the qualified custodian, in writing, which includes the Client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. The Client authorizes the Firm, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. The Client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the Client’s authorization and provides a transfer of funds notice to the Client promptly after each transfer. The Client can terminate or change the instruction to the Client’s qualified custodian. The Firm has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the Client’s instruction. The Firm maintains records showing that the third party is not a related party of the Firm or located at the same address as the Firm. The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. As stated earlier in this section, account statements reflecting all activity on the account(s), are delivered directly from the qualified custodian to each Client or the Client’s independent representative, at least quarterly. A Client should carefully review those statements and are urged to compare the statements against reports received from us. When a client has questions about their account statements, they should contact us, the Advisor, or the qualified custodian preparing the statement. ITEM 16 - INVESTMENT DISCRETION SpirePoint accepts discretionary authority over Client accounts. If an IAR is acting in a discretionary capacity, the IAR may place trades within a client account without pre-approval from the Client. When working with third-party Independent Managers and/or Sub-Advisors, we may recommend certain third-party Independent Managers and/or Sub-Advisors to Clients and then it is up to the Client to approve our recommendations. The third-party investment advisor chosen by the Client is responsible for all investment decisions made in the Client’s account(s). Generally, Clients who utilize a third-party Independent Manager and/or Sub-Advisor will sign agreements directly with the third-party Independent Manager and/or Sub-Advisor. It is important to note that we do not offer advice on any specific securities or other investments in connection with this service. Clients can find more information about the discretionary authority granted to third-party managers in Item 16 – Investment Discretion of each manager’s Form ADV disclosure brochure. ITEM 17 - VOTING CLIENT SECURITIES Voting of Proxies In regard to SEC Rule 206(4)-6 under the Advisers Act, SpirePoint may accept the authority to vote a client’s securities (i.e., proxies) on their behalf. When the Firm accepts such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. We are responsible for (1) directing the manner in which proxies solicited by issuers of securities beneficially owned in their Account are voted and voting or causing such proxies to be so voted and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other similar type events pertaining to their Assets. A Client should contact us if they would like to receive a copy of our Proxy Voting Policy. 21  Class Action Lawsuits The Firm will file proofs of claims relating to class action lawsuits affecting individual Client accounts. Upon the Client’s request, the Advisor will provide any and all documentation submitted as such proof of claim. Mutual Funds The investment advisor that manages the assets of a registered investment company (i.e., mutual fund) generally votes proxies issued on securities held by the mutual fund. ITEM 18 - FINANCIAL INFORMATION Registered investment advisors are required in this item to provide Clients with certain financial information or disclosures about the firm’s financial condition. SpirePoint does not require the prepayment of more than $1,200 in fees per Client, six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to Clients, and has not been the subject of a bankruptcy proceeding. 22 

Part 2A Appendix 1 of Form ADV Wrap Fee Program Brochure Sponsored by SpirePoint Private Client, LLC January 1, 2025 Revised August 29, 2025 Office Location: 830 Azalea Lane Vero Beach, FL 32963 (772) 316-1271 www.spirepointpc.com This Wrap Fee Program Brochure provides information about the qualifications and business practices of SpirePoint Private Client, LLC (“SpirePoint” or “the Firm”). If you have any questions about the contents of this brochure, please contact us at the telephone number listed above. For compliance- specific requests, please call 971-371-3450. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about the Firm is available on the SEC’s website at www.adviserinfo.sec.gov. The Firm has filed to become an SEC-registered investment adviser. Registration does not imply any level of skill or training.  ITEM 2 - MATERIAL CHANGES In this Item, SpirePoint Private Client, LLC (hereby known as “SpirePoint” or the “Firm”) is required to discuss any material changes that have been made to Part 2A Appendix 1 of Form ADV Wrap Fee Program Brochure (“Brochure”) since the last annual amendment, dated January 1, 2024. Material changes since the previous filing of this brochure include: • As of August 29, 2025, the Firm added four new individuals and has opened a new office in Palm Beach Gardens, FL. We will ensure that all current clients receive this Summary of Material Changes and updated Brochure within 120 days of the close of our business fiscal year. This Summary of Material Changes is also included in our Brochure on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for SpirePoint is #327350. We may further provide other ongoing disclosure information about material changes as necessary and will further provide all clients with a new Brochure as necessary based on changes or new information at any time, without charge. Clients are encouraged to carefully read the Brochure in its entirety and contact their Financial Advisor with any questions. Our Brochure may also be requested by contacting Stacy Sizemore, IACCP®, Chief Compliance Officer, at 971-371-3450 or ssizemore@spirepointpc.com. 2  ITEM 3 - TABLE OF CONTENTS ITEM 2 - MATERIAL CHANGES ..................................................................................................................... 2 ITEM 3. TABLE OF CONTENTS ..................................................................................................................... 3 ITEM 4 - ADVISORY BUSINESS ..................................................................................................................... 4 ITEM 5 - ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS ........................................................................ 8 ITEM 6 - PORTFOLIO MANAGER SELECTION AND EVALUATION ................................................................... 8 ITEM 7 - CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGER....................................................... 10 ITEM 8 - CLIENT CONTACT WITH PORTFOLIO MANAGER............................................................................ 11 ITEM 9 - ADDITIONAL INFORMATION ........................................................................................................ 11 3  ITEM 4 - ADVISORY BUSINESS SpirePoint Private Client, LLC (“SpirePoint,” the Firm,” “we,” “our,” or “us”) is a privately owned limited liability company headquartered in Vero Beach, FL with a secondary office in Palm Beach Gardens, FL. SpirePoint is registered as an investment adviser with the U.S. Securities and Exchange Commission. The Firm was formed in 2023 and is owned by Trent Leyda, Hakyung (Kay) Campione, and James Beindorf. The SpirePoint Private Client, LLC Wrap Program (the “Program”) is an investment advisory program sponsored by SpirePoint. Prior to the Firm rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with the Firm setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). As a registered investment adviser, the Firm is a fiduciary to the firm’s investment advisory clients and has an obligation to act in good faith, in the best interest of the client, and to place the client's interests first and foremost. This would include a duty of care, which requires, among other things, advisers to ensure that their investment advice is suitable based on the client’s investment profile or mandate. As part of a duty of loyalty to clients, advisers must also attempt to eliminate or make full and fair disclosure of all material facts of any conflicts of interest so a client, or prospective client, can make an informed decision in each particular circumstance. The structure of the Program and other internal controls described in this Brochure are designed to support the Firm’s ongoing efforts to fulfill its fiduciary duties. This includes actions to either avoid or mitigate material conflicts of interest that may exist between the Firm and its clients and to provide clients with the required disclosure of these conflicts of interest. Clients and prospective clients should carefully consider the information set forth in this Brochure when evaluating the Program. The Firm’s Financial Advisors (each a “Financial Advisor” and collectively, “Financial Advisors”) serve as the primary point of contact for Program clients. Clients are encouraged to carefully read this Brochure in its entirety and contact their Financial Advisor with any questions. While this Brochure generally describes the business of the Firm, certain sections also discuss the activities of its Supervised Persons, which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on the Firm’s behalf and is subject to the Firm’s supervision or control. The information included in this Brochure is current as of the date of this Brochure and is subject to change at the Firm’s discretion. Please retain this Brochure for your records. Assets Under Management As of December 31, 2024, SpirePoint managed approximately $1,123,920,196 in assets for approximately 799 accounts, all of which are managed on a discretionary basis. All accounts utilize a wrap program. Advisory Services Offered SpirePoint offers discretionary and non-discretionary investment management, investment advisory services, and financial planning. Prior to the Firm rendering any of the foregoing advisory services, clients are required to enter into one or more written agreements with the Firm setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). Investment Management Services The Firm offers continuous and regular investment supervisory services on a discretionary and non- discretionary basis, as well as financial planning and consulting. While we work with clients, we have the ongoing responsibility to select and/or make recommendations based upon the objectives of the client as 4  to specific securities or other investments that he/she recommends or purchases/sells in clients’ accounts. We utilize a variety of investment types when making investment recommendations/purchases in client accounts, which include, but are not limited to, equity securities, fixed-income securities, alternatives, mutual funds, and Independent Managers. The investments recommended/purchased are based on the client’s individual needs, goals, and objectives. The Firm offers investment advice on any investment held by the client at the start of the advisory relationship. We describe the material investment risks under Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss. Financial Planning may be provided to clients as a part of the Investment Management Services. When being provided as a separate service, it is described in this section under Financial Consulting Services below. We discuss our discretionary authority below. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this item below. We describe the fees charged for investment management services below. Financial Planning Services Our Financial Planning Services Service offers clients the ability to have their investment portfolio allocated among different financial institutions and reviewed by an Investment Adviser Representative for a negotiated fee. This consultation offers the client a detailed look at their financial condition in relation to their investment objectives, risk tolerance, time horizon, and any financial goals that they may be seeking to achieve. This Financial Consultation Service offered by us may or may not be in conjunction with one of our other fee-based programs. The Firm provides a variety of financial consulting services to individuals, families, and other clients regarding the management of their financial resources based upon an analysis of the client’s current situation, goals, and objectives. Consulting encompasses one or more of the following areas: Investment Planning, Retirement Planning, Estate Planning, Charitable Planning, Education Planning, Corporate and Personal Tax Planning, Cost Segregation Study, Corporate Structure, Business and Personal Financial Planning. In performing these services, the Firm is not required to verify any information received from the client or from the client’s other professionals (e.g. attorneys, accounts, etc.) and is expressly authorized to rely on such information. The Firm may recommend clients engage the Firm for additional related services, its Supervised Persons in their individual capacities as insurance agents or register representatives of a broker- dealer and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if the client engages the Firm or its affiliates to provide additional services for compensation. Clients retain absolute discretion over all decisions regarding implementation and are under no obligation to act upon any of the recommendations made by the Firm under a financial planning or consulting engagement. Clients are advised that it remains their responsibility to promptly notify the Firm of any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising the Firm’s recommendations and/or services. Services provided under an ongoing consultation agreement are conducted on a regular basis but no less than annually with the client. The client is under no obligation to act upon the advisor’s recommendation. If the client elects to act on our recommendations, the client is under no obligation to effect the transaction through us. We describe the fees charged for Consultation Services below. Use of Independent Managers and Sub-Advisors The Firm may select certain Independent Managers and/or Sub-Advisors to manage a portion of its clients’ assets actively. The specific terms and conditions under which a client engages an Independent Manager 5  and/or Sub-Advisor may be set forth in a separate written agreement with the designated Independent Managers engaged in managing their assets. The Firm evaluates a variety of information about Independent Managers and/or Sub-Advisors, which may include the Independent Managers’ and/or Sub-Advisors’ public disclosure documents, materials supplied by the Independent Managers themselves, and other third-party analyses it believes are reputable. To the extent possible, the Firm seeks to assess the Independent Manager’s and/or Sub-Advisor’s investment strategies, past performance, and risk results concerning its clients’ individual portfolio allocations and risk exposure. The Firm also takes into consideration each Independent Manager’s and/or Sub-Advisor’s management style, returns, reputation, financial strength, reporting, pricing, and research capabilities, among other factors. The Firm continues to provide services relative to the discretionary selection of the Independent Managers and/or Sub-Advisor. On an ongoing basis, the Firm monitors the performance of those accounts being managed by Independent Managers. The Firm seeks to ensure the Independent Managers and/or Sub- Advisor strategies and target allocations remain aligned with its client’s investment objectives and overall best interests. Sponsor and Manager of Wrap Program The Program described in this Brochure is provided to clients in a “wrap fee” arrangement. A wrap fee arrangement is one in which a single fee is charged based on the market value of assets in the client’s account rather than on the transactions in the account. The Program provides clients with the ability to trade in certain investment products without incurring separate brokerage commissions or transaction charges. A wrap fee program is considered any arrangement under which clients receive investment advisory services (which may include portfolio management or advice concerning the selection of other investment advisers) and the execution of client transactions for a specified fee or fees not based upon transactions in their accounts where the total costs will generally increase or decrease as a result of the frequency of transactions in the account and the type of securities purchased. At the onset of the Program, clients complete an investor profile describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other factors pertinent to their specific financial situations. After an analysis of the relevant information, the Firm assists its clients in developing an appropriate strategy for managing their assets. Fees for Participating in the Wrap Fee Program The Program is offered on an asset-based fee basis, meaning participants pay a single annualized fee based upon assets under management (“Program Fee”) established as a flat fee or a percentage of the market value of assets in the account as of a particular date rather than on the transactions in the account as in a commission account where total costs will generally increase or decrease as a result of the frequency of transactions in the account and they type of securities purchased. The specific methodology and fee a client will pay is set forth in their Client Agreement. The Wrap Fee covers advisory services related to the program, portfolio management services provided by third parties, the execution of transactions, custody services, account servicing, reporting, and other services. In establishing the fee applicable to a client’s account, the Advisor will take into consideration the value of the assets and the types of assets, being deposited in the account participating in the relevant Program, 6  other assets the client or the client’s household may have invested with the Firm, and the nature of the client relationship. In general, not all clients with the same assets will be charged the same fee for the same program. This management fee generally ranges up to 1.5%, depending on the size and composition of a client’s portfolio and the type of services rendered. The annual fee is prorated and charged monthly, in advance, based upon the market value of the assets being managed by the Firm on the last day of the previous billing period. If assets are deposited into or withdrawn from an account after the inception of a billing period, the fee payable with respect to such assets is adjusted to reflect the interim change in portfolio value. For the initial period of an engagement, the fee is calculated on a pro-rata basis. In the event the advisory agreement is terminated, the fee for the final billing period is prorated through the effective date of the termination, and the outstanding or unearned portion of the fee is charged or refunded to the client, as appropriate. Additionally, for asset management services the Firm provides with respect to certain client holdings (e.g., held-away assets, accommodation accounts, alternative investments, etc.), the Firm may negotiate a fee rate that differs from the range set forth above. Additional Fee Information As referenced above, a portion of the fees paid to SpirePoint are used to cover the securities brokerage commissions and transactional costs attributed to the management of its clients’ portfolios. The Firm has no internal arrangements in place whereby persons recommending the Program are entitled to receive additional compensation as a result of clients’ participation. A person recommending the Program will not earn more compensation than he or she would otherwise receive if a client elected another investment management program. Services provided through the Program may cost clients more or less than purchasing these services separately. The number of transactions made in clients’ accounts, as well as the commissions charged for each transaction, determines the relative cost of the Program versus paying for execution on a per- transaction basis and paying a separate fee for advisory services. Therefore, the Firm has a conflict of interest where the Firm has an incentive to place fewer trades for clients in the Program since the Firm incurs transaction expenses. Fees paid for the Program may also be higher or lower than fees charged by other sponsors of comparable investment advisory programs. The Firm mitigates this conflict through disclosure of the conflict in this Brochure, and because it provides investment advisory services to clients, the Firm and its Financial Advisors have a fiduciary duty to act solely in the best interest of clients. The fees not included in the advisory fee for our wrap services are independent manager fees, charges imposed directly by a mutual fund, index fund, or exchange-traded fund, which shall be disclosed in the fund’s prospectus (i.e., fund management fees and other fund expenses), mark-ups and mark-downs, spreads paid to market makers, fees for trades executed at a broker-dealer, wire transfer fees and other fees and taxes on brokerage accounts and transactions. Payments to Independent Managers Independent manager fees are not included in the wrap fees charged by SpirePoint. In relationships with third-party and/or Sub-Advisors, their fees would be in addition to the fees charged by the Firm. Depending on the Independent Manager, the fee may be paid directly to the third party and/or Independent Manager/Sub-Advisor by the client or the Independent Manager may be paid directly through debiting the account, or SpirePoint will pay a portion of the total fee received from the client. In any case, SpirePoint will not receive any portion of those Independent Manager fees or share in those fees. 7  Although the amounts paid to third parties participating in the Program may be changed from time to time without notice to clients, such changes will not impact the amount of the fees paid by clients without prior notification to the client. The range of fees paid to these third parties varies based on factors such as the investment strategy or style of the relevant manager and the size of the client’s account. Direct Fee Debit Clients generally provide the Firm with the authority to directly debit their accounts for payment of the investment advisory fees. The Financial Institutions that act as the qualified custodian for client accounts, from which the Firm retains the authority to directly deduct fees, have agreed to send statements to clients not less than quarterly detailing all account transactions, including any amounts paid to the Firm. Account Additions and Withdrawals Clients may make additions to and withdrawals from their account at any time, subject to the Firm’s right to terminate an account. Additions may be in cash or securities, provided that the Firm reserves the right to liquidate any transferred securities or declines to accept particular securities into a client’s account. Clients may withdraw account assets on notice to the Firm, subject to the usual and customary securities settlement procedures. However, the Firm generally designs its portfolios as long-term investments, and the withdrawal of assets may impair the achievement of a client’s investment objectives. The Firm may consult with its clients about the options and implications of transferring securities. Clients are advised that when transferred securities are liquidated, they may be subject to transaction fees, short-term redemption fees, fees assessed at the mutual fund level (e.g., contingent deferred sales charges), and/or tax ramifications. ITEM 5 - ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Minimum Account Requirements SpirePoint does not impose a stated minimum fee or minimum portfolio value for starting and maintaining an investment management relationship. Types of Clients SpirePoint offers services to individuals, high-net-worth individuals, pension and profit-sharing plans, trusts, estates, corporations or other businesses, charitable organizations, state or local municipal government entities, partnerships, limited liability entities, and foundations and endowments. ITEM 6 - PORTFOLIO MANAGER SELECTION AND EVALUATION Product Evaluation and Approval SpirePoint’s wrap fee and non-wrap fee accounts are managed on an individual basis according to the client’s investment objectives, financial goals, risk tolerance, etc. We do not manage wrap-fee accounts in a different fashion than non-wrap-fee accounts. We also allow clients to impose reasonable restrictions on investing in certain securities or types of securities. The Firm does not provide any services for a performance-based fee (i.e., a fee based on a share of capital gains or capital appreciation of a client’s assets). As stated above, the Firm may select certain Independent Managers to manage a portion of its client’s assets in a separate written agreement with the designated Independent Manager, which will include the payment of any promoter fees by the Firm to the Independent Manager for their services. In these situations, the Firm continues to conduct ongoing due diligence of such managers, but such recommendations rely to a great extent on the Independent Managers’ ability to successfully implement their investment strategies. In addition, the Firm generally may not have the ability to supervise the Independent Managers on a day-to- 8  day basis. Methods of Analysis and Investment Strategies SpirePoint may utilize several methods of analysis when structuring client portfolios, including fundamental analysis and technical analysis. Fundamental analysis involves the fundamental financial condition and competitive position of a company. The Firm may analyze the financial condition, capabilities of management, earnings, new products, and services, as well as the company’s markets and position amongst its competitors in order to determine the recommendations made to clients. The primary risk in using fundamental analysis is that while the overall health and position of a company may be good, market conditions may negatively impact the security. Technical analysis involves the analysis of past market data rather than specific company data in determining the recommendations made to clients. Technical analysis may involve the use of charts to identify market patterns and trends based on investor sentiment rather than the fundamentals of the company. The primary risk in using technical analysis is that spotting historical trends may not help to predict such trends in the future. Even if the trend will eventually reoccur, there is no guarantee that the Firm will be able to accurately predict such a reoccurrence. To implement its recommendations, the Firm primarily allocates client assets among various individual equity and debt securities, fixed income, mutual funds, and exchange-traded funds (“ETFs”) in accordance with their stated investment objectives. On a more limited basis, the Firm may utilize mutual funds or other securities to meet a client’s investment needs. Portfolio Management by Affiliates and Related Persons Portfolio Management services provided by SpirePoint, a Related Person, certain Affiliates, and the models provided by the Firm present a conflict of interest because, under these circumstances, the entire client fee is retained by the Firm and its Affiliates. This means that, through these arrangements, the Firm and its Affiliates or Related Persons may receive higher total compensation than if the client selected a third-party or otherwise non-affiliated investment manager. However, the Firm mitigates this conflict through disclosure of the conflict in this Brochure, and because it provides investment advisory services to clients, the Firm and its Financial Advisors have a fiduciary duty to act solely in the best interest of clients. Further information about the Firm’s Related Persons, the conflicts of interest noted above, and how the Firm addresses these conflicts of interest is included in the Other Financial Industry Activities and Affiliations and Code of Ethics sections below. Performance-Based Fees SpirePoint does not charge performance-based fees (i.e., fees based on a share of capital gains or capital appreciation of the client’s account assets). Risk of Loss Market Risks Investing involves risk, including the potential loss of principal, and all investors should be guided accordingly. The profitability of a significant portion of the Firm’s recommendations and/or investment decisions may depend to a great extent upon correctly assessing the future course of price movements of stocks, bonds, and other asset classes. There can be no assurance that the Firm will be able to predict those price movements accurately or capitalize on any such assumptions. 9  Mutual Funds and Exchange Traded Funds (ETFs) An investment in a mutual fund or exchange-traded funds (ETFs) involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. The trading prices of a mutual fund’s shares may differ significantly from the NAV during periods of market volatility, which may, among other factors, lead to the mutual fund’s shares trading at a premium or discount to the actual NAV. 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 potentially 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. 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 20,000 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. Proxy Voting Authority Voting of Proxies In regard to SEC Rule 206(4)-6 under the Advisers Act, SpirePoint may accept the authority to vote a client’s securities (i.e., proxies) on their behalf. When the Firm accepts such responsibility, it will only cast proxy votes in a manner consistent with the best interest of its clients. We are responsible for (1) directing the manner in which proxies solicited by issuers of securities beneficially owned in their Account are voted and voting or causing such proxies to be so voted and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other similar type events pertaining to their Assets. Clients should contact us if they would like to receive a copy of our Proxy Voting Policy. Class Action Lawsuits The Firm will file proofs of claims relating to class action lawsuits affecting individual client accounts. Upon the client’s request, the Advisor will provide all documentation submitted as proof of claim. Mutual Funds The investment advisor that manages the assets of a registered investment company (e.g., a mutual fund) generally votes on proxies issued on securities held by the mutual fund. ITEM 7 - CLIENT INFORMATION PROVIDED TO PORTFOLIO MANAGER SpirePoint is required to describe the information about you that we communicate to your portfolio manager(s) and how often or under what circumstances we provide updated information. The Firm communicates with your portfolio manager(s) on a regular basis as needed to ensure your most current investment goals and objectives are understood by your portfolio manager(s). In most cases, we will 10  communicate such information as part of our regular investment management duties. Nevertheless, we will also communicate information to your portfolio manager(s) when you request us to, when market or economic conditions make it prudent to do so, etc. ITEM 8 - CLIENT CONTACT WITH PORTFOLIO MANAGER SpirePoint Clients may contact their portfolio manager(s) directly with questions or concerns or by calling the number on this Brochure for contact information. ITEM 9 - ADDITIONAL INFORMATION Disciplinary Information SpirePoint has not been involved in any legal or disciplinary events that are material to a client’s evaluation of its advisory business or the integrity of its management. Other Financial Industry Activities and Affiliations This item requires investment advisers to disclose certain financial industry activities and affiliations. Registered Representatives of a Broker-Dealer Certain of the Firm’s Supervised Persons are registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”), and may provide clients with securities brokerage services under a separate commission-based arrangement. This arrangement allows SpirePoint’s Supervised Persons to offer certain qualified clients trading services, which gives the Firm the ability to execute trades of client assets custodied at a qualified custodian. We take our fiduciary duty and professional responsibility very seriously and always endeavor to act in the Clients’ best interest regardless of any such affiliations. Although PKS is also a Registered Investment Adviser, the Supervised Persons are only registered as Registered Representatives at PKS. Insurance Agents Certain of the Firm’s Supervised Persons are licensed insurance agents and may offer certain insurance products on a fully disclosed commissionable basis. A conflict of interest exists to the extent that the Firm recommends the purchase of insurance products where its Supervised Persons may be entitled to insurance commissions or other additional compensation. We take our fiduciary duty and professional responsibility very seriously and always endeavor to act in the Clients’ best interest regardless of any such affiliations. Code of Ethics SpirePoint has adopted a code of ethics in compliance with applicable securities laws (“Code of Ethics”) that sets forth the standards of conduct expected of its Supervised Persons. The Firm’s Code of Ethics contains written policies reasonably designed to prevent certain unlawful practices, such as the use of material non- public information by the Firm or any of its Supervised Persons and the trading by the same of securities ahead of clients in order to take advantage of pending orders. The Code of Ethics also requires certain of the Firm’s personnel to report their personal securities holdings and transactions and obtain pre-approval of certain investments (e.g., initial public offerings, limited offerings). However, the Firm’s Supervised Persons are permitted to buy or sell securities that it also recommends to clients if done in a fair and equitable manner that is consistent with the Firm’s policies and procedures. This Code of Ethics has been established recognizing that some securities trade in sufficiently broad markets to permit transactions by certain personnel to be completed without any appreciable impact on the markets of such securities. Therefore, under limited circumstances, exceptions may be made to the 11  policies stated below. When the Firm is engaging in or considering a transaction in any security on behalf of a client, no Supervised Person will access to this information, may knowingly affect themselves or for their immediate family (i.e., spouse, minor children and adults living in the same household) a transaction in that security unless: • • • the transaction has been completed; the transaction for the Supervised Person is completed as part of a batch trade with clients or a decision has been made not to engage in the transaction for the client. These requirements are not applicable to (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high-quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual funds or money market funds; and (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds. Clients and prospective clients may contact the Firm to request a copy of its Code of Ethics. Account Reviews SpirePoint monitors client portfolios on a continuous and ongoing basis while regular account reviews are conducted on at least an annual basis. Such reviews are conducted by the Firm’s Investment Committee and/or investment adviser representatives and are intended to fulfill the Firm’s fiduciary obligations to their advisory clients. All advisory clients are encouraged to discuss their needs, goals, and objectives with the Firm and to keep the Firm informed of any changes thereto. SpirePoint contacts ongoing investment advisory clients at least annually to review their previous services and/or recommendations and quarterly to discuss the impact resulting from any changes in the client’s financial and/or investment objectives. Account Statements and General Reports Clients are provided with transaction confirmation notices and regular summary account statements directly from the Financial Institutions where their assets are custodied. From time to time or as otherwise requested, clients may also receive written or electronic reports from SpirePoint and/or an outside service provider contains certain account and/or market-related information, such as an inventory of account holdings or account performance. Clients should compare the account statements they receive from their custodian with any documents or reports they receive from the Firm or an outside service provider. Client Referrals Although SpirePoint does not currently provide compensation to third-party solicitors for client referrals; it is permitted by the Firm. In the event a client is introduced to the Firm by either an unaffiliated or an affiliated solicitor, the Firm may pay that solicitor a referral fee in accordance with applicable state securities laws. Unless otherwise disclosed, any such referral fee is paid solely from the Firm’s investment management fee and does not result in any additional charge to the client. If the client is introduced to the Firm by an unaffiliated solicitor, the solicitor is required to provide the client with the Firm’s written brochure(s) and a copy of a solicitor’s disclosure statement containing the terms and conditions of the solicitation arrangement. Any affiliated solicitor of the Firm is required to disclose the nature of his or her relationship to prospective clients at the time of the solicitation and will provide all prospective clients with a copy of the Firm’s written brochure(s) at the time of the solicitation. Brokerage Practices SpirePoint generally requests accounts that are not managed by third-party Independent Managers and/or Sub-Advisor to be established with Goldman Sachs Custody Solutions (“GS”), member FINRA/SIPC or Charles 12  Schwab Corporation, member FINRA/SIPC (hereby known as “the Custodian”). Factors that the Firm considers in recommending Custodians or any other broker-dealer to clients include their respective financial strength, reputation, execution, pricing, research, and service. The Firm may recommend/require that clients establish brokerage accounts with the Custodian, a registered broker-dealer, or a member of SIPC to maintain custody of the client’s assets and to effect trades for their accounts. The final decision to custody assets with any Custodian is at the discretion of the Advisor’s clients, including those accounts under ERISA or IRA rules and regulations, in which case the client is acting as either the plan sponsor or IRA accountholder. Note that the Firm is not affiliated with any such Custodian. The Custodian provides the Firm with access to its institutional trading and custody services, which are typically not available to retail investors. These services are generally available to independent investment advisors on an unsolicited basis and at no charge to advisors. Custodian services include brokerage services that are related to the execution of securities transactions, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. The custodians generally do not charge clients separately for custody services but are compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodians or that settle into accounts at the custodians. The custodians charge brokerage commissions and transaction fees for effecting certain securities transactions (i.e., transaction fees are charged for certain no-load mutual funds, and commissions are charged for individual equity and debt securities transactions). The custodians enable us to obtain many no-load mutual funds without transaction charges and other no-load funds at nominal transaction charges. The custodians’ commission rates are generally discounted from customary retail commission rates. However, the commission and transaction fees charged by the custodians may be higher or lower than those charged by other custodians and broker-dealers. These fees are included in your wrap fee program. We may aggregate (combine) trades for ourselves or our associated persons with client trades, providing that the following conditions are met: 1. 3. Our policy for the aggregation of transactions shall be fully disclosed separately to our existing clients (if any) and the broker-dealer(s) through which such transactions will be placed; 2. We will not aggregate transactions unless we believe that aggregation is consistent with our duty to seek the best execution (which includes the duty to seek the best price) for the client and is consistent with the terms of our investment advisory agreement with the client for which trades are being aggregated. No advisory client will be favored over any other client; each client that participates in an aggregated order will participate at the average share price for all our transactions in a given security on a given business day, with transaction costs based on each client’s participation in the transaction; 4. We will prepare a procedure specifying how to allocate the order among those clients; 5. 6. If the aggregated order is filled in its entirety, it will be allocated among clients in accordance with the allocation statement; if the order is partially filled, it will be allocated pro-rata based on the allocation statement; Our books and records will separately reflect, for each client account, the orders that are aggregated and the securities held by and bought for that account. 7. We will receive no additional compensation or remuneration of any kind as a result of the 8. proposed aggregation and Individual advice and treatment will be accorded to each advisory client. The execution clients receive from the Custodian will comply with the Firm’s duty to obtain “best execution.” In seeking best execution, the determinative factor is not the lowest possible cost but whether 13  the transaction represents the best qualitative execution, taking into consideration the full range of a Financial Institution’s services, including, among others, the value of research provided, execution capability, commission rates, and responsiveness. Consistent with obtaining best execution, brokerage transactions may be directed to certain broker/dealers investment in return for investment research products and/or services that assist SpirePoint in its decision-making process. 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 the Firm does not have to produce or pay for the products or services. The Firm periodically and systematically reviews its policies and procedures regarding its recommendation of Financial Institutions in light of its duty to obtain best execution. The Custodian also makes available to other products and services that benefit SpirePoint but may not benefit its clients’ accounts. These benefits may include national, regional, or firm-specific educational events organized and/or sponsored by the Custodian. Other potential benefits may include occasional business entertainment of personnel, including meals, invitations to sporting events, golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist the Firm in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of the Firm’s fees from its client’s accounts, and assist with back-office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of the Firm’s accounts, including accounts not maintained at the Custodian. The Custodian also makes available to the Firm other services intended to help SpirePoint manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, and human capital consultants, insurance, and marketing. In addition, the Custodian may make available, arrange, and/or pay vendors for these types of services rendered to the Firm by independent third parties. The Custodian may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third party providing these services to the Firm. While, as a fiduciary, the Firm endeavors to act in its client's best interests, the Firm’s recommendation/requirement that clients maintain their assets in accounts at the Custodian may be based in part on the benefit to SpirePoint of the availability of some of the foregoing products and services and other arrangements and not solely on the nature, cost, or quality of custody and brokerage services provided by the Custodian, which may create a potential conflict of interest. SpirePoint does not consider, in selecting or recommending broker/dealers, whether the Firm receives client referrals from the Financial Institutions or other third party. Financial Information Registered investment advisors are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition. SpirePoint does not require the prepayment of more than $1,200 in fees per client, six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients and has not been the subject of a bankruptcy proceeding. 14