LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure LAKEVIEW CAPITAL ADVISORS 17900 Crestline Dr. Lake Oswego, OR 97034 (203) 644-0273 Fax: (503) 636-0436 www.lvcadvisors.com March 1, 2014 This Brochure provides information about the qualifications and business practices of Lakeview Capital Advisors. If you have any questions about the contents of this Brochure, you may contact us at (203) 644-0273, or email [email protected] to obtain answers and additional information. Lakeview Capital Advisors is a registered investment advisor in the State of Oregon. Registration of an investment adviser does not imply any level of skill or training. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC), the State of Oregon or by any other state securities authority. Additional information about Lakeview Capital Advisors is available on the SEC’s website at www.Adviserinfo.sec.gov. i LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 2 – Material Changes Lakeview Capital Advisors is a newly formed registered investment advisor and this Brochure is its first Brochure filed with the IARD. As such, there are no material changes. We will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business’ fiscal year. We may further provide other ongoing disclosure information about material changes as necessary and will further provide you 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 James Patricelli at (203) 644-0273, or by email to [email protected]. ii LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 3 – Table of Contents Page Item 1 Cover Page ................................................................................................................................ i Item 2 Material Changes..................................................................................................................... ii Item 3 Table of Contents .................................................................................................................. iii Item 4 Advisory Business ................................................................................................................... 1 Item 5 Fees and Compensation......................................................................................................... 2 Item 6 Performance-based Fees and Side-by-Side Management ................................................. 4 Item 7 Types of Clients ...................................................................................................................... 5 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ........................................ 6 Item 9 Disciplinary Information ....................................................................................................... 8 Item 10 Other Financial Industry Activities and Affiliations ......................................................... 9 Item 11 Standard of Care Owed to Clients, Participation or Interest in Client Transactions and Personal Trading.................................................................................... 10 Item 12 Brokerage Practices .............................................................................................................. 11 Item 13 Review of Accounts ............................................................................................................. 12 Item 14 Client Referrals and Other Compensation ....................................................................... 13 Item 15 Custody .................................................................................................................................. 14 Item 16 Investment Discretion ......................................................................................................... 15 Item 17 Voting Client Securities ....................................................................................................... 16 Item 18 Financial Information .......................................................................................................... 17 Item 19 Requirements for State-Registered Advisors .................................................................... 18 iii LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 4 – Advisory Business A Lakeview Capital Advisors, LLC, dba Lakeview Capital Advisors (“Lakeview” “firm” “we”), is an Oregon limited liability company registered as an investment advisory firm with the State of Oregon. Its principal place of business is located in Lake Oswego, Oregon. James Patricelli is the Owner and Managing Partner of the firm, which he founded in 2013. B, C We provide investment advisory services to individuals who are able to invest $1 million or more with Lakeview, or who have a total net worth of $2 million or more (excluding primary residence). We manage Client assets through a single investment strategy using separately managed accounts. Generally, we have the authority to determine, without obtaining specific Client consent, the securities bought or sold and the amount of securities bought or sold and commission rates paid. The only restrictions on the above discretionary authority are those set by Clients on a case-by-case basis. We make it a practice to question our Clients to determine if there are any limitations to our discretionary authority on the above matters. D We do not participate in any wrap fee programs. E We manage $0 of Client assets on a discretionary basis and $0 of Client assets on a nondiscretionary basis. This amount was calculated as of March 1, 2014. 1 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 5 – Fees and Compensation A Lakeview is a fee-only advisory firm, meaning we are compensated only by our Clients and do not receive compensation or commissions from any other parties. We believe this method of compensation minimizes conflicts of interest. Compensation to us for our services will be calculated in accordance with Schedule A of the Investment Advisory Agreement entered into with each Client, and may be amended from time to time upon 30-days written notice to our Clients. In consideration of our services, Clients pay us a fee monthly in arrears, based on assets under management (“AUM”). This fee will be paid directly to us from Client’s account by the custodian holding Client’s assets. The AUM fee, charged on all assets under management, will be 1.00% annualized. Fees will be calculated by taking the account value at the close of the market on the previous trading day multiplied by 1.00% then divided by the number of business days in the year. Advisor will also charge a fee based on the performance of Client’s account, in addition to the 1.00% AUM fee. The performance fee will be determined on an annual basis, at the end of each calendar year (December 31 or last business day of the year). For the initial year, performance fees will be based on the rate of return from engagement date to December 31 (or last business day of the year). For the termination year, the performance fee will be calculated based on the annualized rate of return from January 1 (or account inception, whichever comes later) to the date the relationship is terminated. At the end of each calendar year, Advisor will calculate the return on Client’s account. The rate of return will be calculated on the proceeds of the account, less daily management fees. If Client’s account has an annualized rate of return between 0% and 14.99%, Advisor will charge a 10% performance fee on the proceeds of the account. If the annualized rate of return on Client’s account is equal to or greater than 15.0%, Advisor will charge a 20% performance fee on the proceeds of the account. For purposes of determining value, securities and other instruments traded on a market for which actual transaction prices are publicly reported shall be valued at the last reported sale price on the principal market in which they are traded. All other assets shall be valued at fair value by us, and our determination shall be conclusive. B Our fees will be paid directly to us from the account by the custodian holding a Client’s assets. Custodian will automatically withdraw the AUM from the Client’s account on a monthly basis. Advisor will send Client an invoice at the end of each quarter. Payment of fees may result in the liquidation of Client’s securities, if there is insufficient cash in the account. Clients bear the responsibility for verifying the accuracy of fee calculations. 2 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure C Our fees are exclusive of transaction fees, custodial fees, and direct investment manager fees for all Client investments, including for example brokerage commissions, margin interest, custodial fees, management fees or costs of mutual funds, exchange traded funds, managed accounts, investment partnerships or similar. While our fees include the time and activities necessary for the firm to coordinate and communicate with third party advisors (such as lawyers, accountants, insurance specialist and similar professionals), our fees are exclusive of the fees and costs of any third party advisors engaged by the Client. D The market value will be construed to equal the sum of the values of all assets in the account, not adjusted by any margin debit. Fees for partial quarters at the commencement or termination of the Agreement will be billed or refunded on a pro-rated basis, contingent on the number of days the account was open during the quarter. Monthly fee adjustments for additional assets received into the account during a quarter or for partial withdrawals will also be provided on the above pro rata basis. E We are a fee-only investment advisory firm paid on a percentage of Client assets managed. This means that no supervised person associated with us receives or accepts any compensation for the sale of securities or investment products. 3 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 6 – Performance-Based Fees and Side-By-Side Management As disclosed above in Item 5, Lakeview does charge a performance fee. Fees based on performance are only charged on proceeds of the account. Additionally, as disclosed in Item 5, all accounts will be charged a 1% fee based on the total amount of assets managed by advisor. Clients should be aware that performance-based fee arrangements can and do create conflicts of interests. However, because Lakeview charges a fee based on assets under management and a performance based fee (where applicable) on all accounts, they do not have any incentive to favor one account over another. 4 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 7 – Types of Clients We provide investment advice to the following types of Clients: Individuals Trusts and Estates Institutional Investors Family Offices Because each Client is unique, they must be willing to be involved in the ongoing processes. Such involvement does not have to be time consuming, however we want our Clients to remain informed and have a sense of security about their investments. Generally, Client must invest at least $100,000 with Lakeview to open an account. 5 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A We offer advice on investments primarily including (but not limited to) the following: • • • • Equity securities, both long & short, such as: o Exchange-listed securities o Securities traded over-the-counter Options contracts on: o Securities Futures contracts on: o Securities Use of leverage: We primarily research and analyze securities using traditional fundamental and behavioral methods. The primary investment strategies used to implement investment advice given to Clients include disciplined long-term purchases, active trading, frequent rebalancing and portfolio reallocations as necessary. The main sources of information we rely upon when researching and analyzing securities include traditional research materials such as financial newspapers and magazines, research materials prepared by others, annual reports, prospectuses, filings with the Securities and Exchange Commission, and company press releases. Our investing philosophy is based on a broad fact base. We believe the dominate determinant of long term real investment outcome is investor behavior. Many studies have demonstrated that, over the long term: B • Portfolio Structure (asset allocation and diversification) is the primary determinant of a portfolio’s return and variability. • Risk and return are often related; investors are best served by spending units of risk in areas where they are compensated in the form of greater return. We will use our best judgment and good faith efforts in rendering services to our Clients. However, we cannot warrant or guarantee any particular level of account performance, or that an account will be profitable over time. Not every investment decision or recommendation made by us will be profitable. Clients assume all market risk involved in the investment of account assets under the Investment Advisory Agreement and understand that investment decisions made for this account are subject to various market, currency, economic, political and business risks. 6 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Except as may otherwise be provided by law, we are not liable to Client for any loss arising from our adherence to Client’s instructions. Nothing in this brochure shall relieve us from any responsibility or liability we may have under state or federal statutes. Except as may otherwise be provided by law, we are not liable to Clients for: Any loss that a Client may suffer by reason of any investment decision made, or other action taken or omitted in good faith by us with that degree of care, skill, prudence and diligence under the circumstances that a prudent person acting in a fiduciary capacity would use; Any loss arising from our adherence to a Client’s instructions; or Any act or failure to act by a custodian of a Client’s account. It is the responsibility of each Client to give us complete information, and to notify us of any changes in financial circumstances or goals. C Our advisory services generally do not recommend a particular type of security. 7 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 9 – Disciplinary Information We are required to disclose all material facts regarding any legal or disciplinary event that would be material to your evaluation of our firm, or the integrity of our management. We have no information to disclose applicable to this Item. 8 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 10 – Other Financial Industry Activities and Affiliations James Patricelli, owner, and sole investment advisor representative (“IAR”) of Lakeview, is a limited partner of an independent broker dealer, G-2 Trading. The work Mr. Patricelli does for G-2 Trading is basically identical to the work he provides Lakeview, as he is implementing a similar investment strategy for both firms. Accordingly, generally any investment research and analysis conducted for one firm benefits the other. Any rebalancing of client accounts is conducted simultaneously with both firms, meaning, Mr. Patricelli essentially spends equal amounts of time servicing clients from each firm. This scenario creates a conflict of interest. This conflict is mitigated by disclosing the affiliation and advising Clients that they are free to seek similar services from any broker dealer they wish. 9 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 11 – Standard of Care Owed to Clients, Participation or Interest in Client Transactions and Personal Trading A We subscribe to an ethical and high standard of conduct in all our business conduct in order to fulfill the fiduciary duty we owe to our Clients. Included in these ethical obligations is the duty to put our Client’s interests ahead of our own, along with duties of loyalty, fairness, and good faith towards our Clients. B-D Lakeview, or individuals associated with us, may buy and sell some of the same securities for our own account that we buy and sell for our Clients. Additionally, individuals associated with Lakeview may be invested in the same investment strategy used for Lakeview clients. Trades for all separately managed accounts, including any account of individuals associated with Lakeview, are aggregated by the custodian. By aggregating trades, no account will be affected as if it was traded before or after another. In all other instances, where appropriate, we will purchase a security for all of our existing accounts for which the investment is appropriate before purchasing any of the securities for our own account and, likewise, when we determine that securities should be sold, where appropriate will cause these securities to be sold from all of our advisory accounts prior to permitting the selling of the securities from our accounts. In some cases, we may buy or sell securities for our own account for reasons not related to the strategies adopted by our Clients. 10 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 12 – Brokerage Practices A Clients will open brokerage accounts with Interactive Brokers. In selecting the brokerdealers, we seek to obtain “best execution,” meaning that we seek to execute securities transactions for Clients so that the total costs or proceeds in each transaction are the most favorable under the circumstances. The factors we consider when evaluating for best execution include: Execution capability; Commission rate; Financial responsibility; Responsiveness; Custodian capabilities; The value of any research services/brokerage services provided; and Any other factors that we consider relevant. Selecting a broker-dealer can create a conflict of interest. Accordingly, Lakeview has established the following restrictions in order to ensure its fiduciary responsibilities: 1. A director, officer, associated person, or employee of Advisor shall not buy or sell securities for his personal portfolio where his decision is substantially derived, in whole or in part, by reason of his employment, unless the information is also available to the investing public or reasonable inquiry. No person of Advisor shall prefer his or her own interest to that of the advisory Client. 2. Advisor maintains a list of all securities holdings for itself and anyone associated with its advisory practice with access to advisory recommendations. These holdings are reviewed on a regular basis by an appropriate officer of Advisor. 3. Advisor requires that all individuals must act in accordance with all applicable federal and state regulations governing registered investment advisory practices. 4. Any individual not in observance of the above may be subject to termination. B We do aggregate trades. Client trades in the same security will be bunched in a single order (a “block”) in an effort to obtain best execution at the best security price available. When employing a block trade: • If a block order is filled (full or partial fill) at several prices through multiple trades, an average price and commission will be used for all trades executed; • All participants receiving securities from the block trade will receive the average price. • Only trades executed within the block on the single day may be combined for purposes of calculating the average price. 11 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 13 – Review of Accounts A Accounts are periodically reviewed by Jim Patricelli. The frequency of reviews is determined by the Client’s investment objectives and account activity, but occurs at least annually and could occur more frequently if circumstances warrant. B More frequent reviews may also be triggered by a change in Client’s investment objectives, needs or situation. C All of our Clients have ready access to account statements and reports, and receive standard account statements from the custodian of their accounts on at least a monthly basis. 12 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 14 – Client Referrals and Other Compensation The vast majority of our new Clients come from introductions made by existing Clients. However, we may pay a fee to individuals or entities which refer Clients to our firm. These persons are commonly called “Solicitors.” Any Solicitor referral arrangement between us and a third-party will be in writing. The writing will set forth the following: (a) The scope of the Solicitor’s activities; (b) A covenant that the Solicitor will perform its activities consistent with our instructions and in compliance with the Act and associated rules; and (c) A covenant that the Solicitor will provide the Client with: • A copy of our Form ADV Part 2 and • A separate written solicitor disclosure. The separate written Solicitor disclosure must include the following information: • The name of the Solicitor; • The nature of the relationship between the Solicitor and us; • A statement that the Solicitor will be compensated by us for the referral; • The terms of the compensation arrangement including a description of the fees paid or to be paid to the Solicitor; and • The amount the Client will be charged in addition to the Wealth Management Retainer fee (if any). We will not engage any Solicitors who are disqualified from acting as a Solicitor under Section 203 of the Act. For example, we will not pay a Solicitor referral fee to any person who has been barred or prohibited from acting as an investment adviser or broker-dealer, or convicted within the past ten years of certain felonies or misdemeanors. 13 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 15 – Custody Except for the ability to directly deduct our fees, we do not have custody of the assets in any Client accounts. Accordingly, we have no liability to Clients for any loss or other harm to any property in the account, including any harm to any property in the account resulting from the insolvency of the custodian or any acts of the agents or employees of the custodian, whether or not the full amount or such loss is covered by the Securities Investor Protection Corporation (“SIPC”) or any other insurance which may be carried by the custodian. Clients understand that SIPC provides only limited protection for the loss of property held by a broker-dealer. 14 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 16 – Investment Discretion Except as otherwise instructed, Clients grant us ongoing and continuous discretionary authority to execute investment recommendations in accordance with our Statement of Investment Policy (or similar document used to establish Client’s objectives and suitability), without the Client’s prior approval of each specific transaction. Under this discretionary authority, Clients allow us to purchase and sell securities and instruments in their account(s), arrange for delivery and payment in connection with the foregoing, select and retain sub-advisors, and otherwise act on their behalf in most matters necessary or incidental to the handling of the account, including monitoring certain assets. The only restrictions on the above discretionary authority are those set by the Client on a case by case basis. All transactions in the account are made in accordance with the directions and preferences provided to us by each Client. Clients execute instructions regarding our trading authority as required by the custodian. 15 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 17 – Voting Client Securities Unless specifically directed otherwise in writing by a Client, we are not authorized to receive and vote proxies on issues held in the account, or receive annual reports. 16 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 18 – Financial Information A Under no circumstances will Lakeview solicit or require prepayment of more than $500, six months or more in advance, from any Client for advisory services. B We do not have custody of Client’s funds or securities, and we have no financial commitments which would impair our ability to meet the contractual and fiduciary commitments to our Clients. C Lakeview has not been the subject of any bankruptcy proceedings. 17 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure Item 19 – Requirements for State-Registered Advisers A EDUCATION AND BUSINESS BACKGROUND JAMES PATRICELLI Born in 1967 Educational Background Bachelors of Science, Finance & Marketing, University of Oregon, (Eugene, Oregon) 1990 Business Background 2013 – Present, Owner/Investment Advisor Representative, Lakeview Capital Advisors 2012 – Present, Limited Partner, G-2 Trading 2007 – 2011, Senior PM, Lombard Odier Asset Management 2001 – 2007, General Partner, Pequot Capital Management 1999 – 2001, Director, Deutsche Bank Securities 1996 – 1999, Principal, Wessels Arnold & Henderson 1996, Senior Analyst, Adams, Harkness & Hill 1992 – 1995, Senior Associate, Volpe, Welty & Company 1991 – 1992, Associate, Fisher Investments 1990 – 1991, Performance Analyst, Wilshire Associates B OTHER BUSINESS ACTIVITIES James Patricelli, owner and sole investment advisor representative (“IAR”) of Lakeview, is a limited partner of an independent broker dealer, G-2 Trading. The work Mr. Patricelli does for G-2 Trading is almost identical to the work his does for Lakeview, as he is implementing a similar investment strategy for both firms. Accordingly, generally any investment research and analysis conducted for one firm benefits the other. Any implementation of changes to client accounts is conducted simultaneously with both firms, meaning, Mr. Patricelli essentially spends an equal amount of time servicing clients from each firm. This scenario creates a conflict of interest because there is an incentive to recommend the affiliated G-2 for additional investment related services. This conflict is mitigated by disclosing the affiliation and advising Clients that they are free to seek similar services from any broker dealer they wish. C Mr. Patricelli does receive performance-based fees. Performance fees are calculated as described above in Item 5. Performance based compensation may create an incentive to recommend an investment that may carry a high degree of risk. 18 LAKEVIEW CAPITAL ADVISORS Part 2A of Form ADV – Firm Brochure D Neither Mr. Patricelli, nor anyone associated with Lakeview, has been the subject of any arbitration claims or any other proceedings (civil, self-regulatory organization or administrative). E Mr. Patricelli has no relationship or any arrangements with any securities issuers. 19
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