PART 2A OF FORM ADV – FIRM BROCHURE
Item 1: Cover Sheet
ClearList Capital LLC
40 Wall Street, 38th Floor
New York, New York 10005
Tel. 212-207-1370
www.clearlist.com
July 16, 2025
SEC File Number: 802-129459
CRD Number: 329206
This brochure provides information about the qualifications and business practices of ClearList Capital LLC (the “Company” or “ClearList Capital”). If you have any questions about the contents of this brochure, please contact us at 212.207.1350 or fundservices@clearlistcapital.com. 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 ClearList Capital is also available on the SEC’s website at www.adviserinfo.sec.gov.
REGISTRATION WITH THE SEC AS AN INVESTMENT ADVISER DOES NOT IMPLY THAT CLEARLIST CAPITAL OR ANY PRINCIPALS OR EMPLOYEES OF CLEARLIST CAPITAL POSSESS A PARTICULAR LEVEL OF SKILL OR TRAINING IN THE INVESTMENT ADVISORY OR ANY OTHER BUSINESS.
Item 2: Material Changes
Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser’s disclosure brochure, the Company is required to notify you and provide you with a description of the material changes.
May 2025:
Prior to March 31, 2025, ClearList Capital was an Exempt Reporting Adviser under U.S. Securities and Exchange Commission (“SEC”) rules and regulations with private fund regulatory assets under management of less than $150 million. Because we now have more than $150 million of private fund assets under management, we are registered with the SEC registration, and this is our initial Form ADV Part 2A. As such, there are no material changes to report compared to a previously available firm brochure.
July 2025:
Item 15 (Custody) has been amended to include the qualified custodian name, address and contact information.
Item 3: Table of Contents
Item 4: Advisory Business
Firm Description
ClearList Capital LLC (herein the “Advisor”, “ClearList Capital”, the “Company”, the “Firm”, “we” or “us”) operates as a Delaware Limited Liability Company in New York, New York and was established in October 2023.
The Company offers investment management services to private funds. The term “private fund” means an issuer that would be an investment company, as defined in Section 3 of the Investment Company Act of 1940, but for Section 3(c)(1) or 3(c)(7) of that Act. Private funds are the Company’s only clients, and our clients are herein referred to as “Clients” or “Fund Clients”.
ClearList Capital serves as a fiduciary to its Clients, as defined under applicable laws and regulations. As a fiduciary, the Advisor upholds a duty of loyalty, fairness and good faith towards each Client, and as such is required to disclose all material conflicts of interest, and to mitigate potential conflicts of interest when possible. Our fiduciary commitment is further described in the Code of Ethics (see Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading for more information).
Investment Supervisory Services
We provide continuous advice based on the individual needs of each Client. We look for investments that meet the objectives, strategy and investment guidelines stated in organizational documents of each Client (for instance a private placement memorandum, offering memorandum, operating agreement). We only recommend that a Client purchase a security when the Client’s stated objectives, strategy and investment guidelines are met in terms of the type of security and amount to be invested. We supervise the investment process and monitor the performance of each investment security held by our Clients. We make recommendations to buy, hold and sell investment securities, and the Company in its capacity as Manager of our Clients also makes final investment decisions, in other words we have investment discretion. There are sometimes related parties involved in our fund structures. Please refer to the chart below for more information about each Fund Client:
Fund Client
CLC AI LLC
CLC ALPHA LLC
CLRS X LLC
Manager
ClearList Capital LLC
ClearList Capital LLC
ClearList Capital LLC
Carried Interest Member(s)
ClearList Securities GP, LLC
ClearList Securities GP, LLC and ClearRiver GP, LLC
ClearList Securities GP, LLC
We provide advice with respect to stock, equity securities and debt securities in private companies (which may be formed as limited liability companies or limited partnerships). We also provide advice with respect to a wide variety of securities, including (i) any type of private or public stock or equity interests, (ii) investment company securities, (iii) warrants, (iv) corporate debt securities, (v) municipal securities, (vi) options contracts on securities, (vii) various equity and debt interests in or secured by real estate, and (viii) interests in other investment funds such as private equity, real estate, buyout, venture capital and hedge funds.
While the Company has no subsidiaries it is related to other businesses in the investment industry, including those referenced above (see Item 10 – Other Financial Industry Activities and Affiliations).
ClearList Capital does not operate any wrap fee programs.
The Company does not provide advice to clients that are retail investors.
As of December 31, 2024, the amount of Regulatory Assets Under Management (“RAUM”) with the Firm, as defined by the SEC, was $434,115,430. The Firm is acting as both investment adviser and manager of fund clients, and as such we effectively have discretion of client assets by virtue of our position.
Principal Owners
The owner and sole member of ClearList Capital LLC is ClearList Holdings LLC, a limited liability company formed in Delaware in October 2019, detailed in Item 10 below. The Company is operated by its Executive Officers, including Patrick Murphy (Chief Executive Officer). ClearList Holdings LLC is owned by GTS Management Partners LLC (as Class A Member), and its control persons are the Class A Member, as well as David Lieberman and Ari Rubenstein. Details of ownership and control of the Company are provided on Form ADV Part 1, which is available on the SEC’s website at Investor.gov.
Item 5: Fees and Compensation
ClearList Capital is generally compensated for its services based on two types of fees: (i) a management fee assessed on total capital contributions and (ii) a performance fee paid to a related party as described in Item 6. Accounts initiated or terminated during a calendar quarter may be charged a prorated fee. Upon termination of any account, any prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.
More specifically, the management fee (“Management Fee”) is paid monthly or quarterly in advance to the Company/Manager of each Client.
The amount of each Client’s Management Fee is disclosed to the Client and all investors in the private placement memorandum, offering materials and Operating Agreement of each Client prior to any investor or member making a decision to invest (“Offering Materials”). The Management Fee typically ranges from sixty basis points (0.6%) to one hundred and fifty basis points (1.5%) per annum of the aggregate capital contributions to the Client, and sometimes Class A and Class B members pay different fee amounts. To the extent that a Client has insufficient funds to pay Management Fees in full, the Company will accrue amounts owed. The Manager typically has the right, at its option and in its sole discretion, to decrease or waive the Management Fee applicable to certain members of each Client
Please refer to Item 6 – Performance-Based Fees and Side-by-Side Management below for all information about carried interest, which is generally paid by each Client to a party or parties related to the Company when certain performance hurdles are met. All fees are negotiable. Since the Firm and the Fund Clients are related to one another (e.g. the Manager is the Advisor), there is no independent person who negotiates ClearList Capital’s advisory fees. However, the specific fee arrangement(s), exact fee start date, exact calculation of the asset fee base and other types of fees and expenses paid by each Fund Client are described in the offering/organizational documents and provided to every investor in a Client prior to investors making investment decisions about whether to participate and deliver completed subscription documents. We endeavor to charge fees that are fair and reasonable given the type and complexity of the services provided, as well as the experience and expertise of our investment professionals involved in providing advisory services. We generally select a fee start date that coincides with (i) the date that capital is deployed to the underlying investment vehicle, (ii) when we
started performing advisory services, (iii) the date of an initial investor closing (iv) when the initial investment was due or (v) when sub-advisory or other consulting fees are due, if any.
Other Fees or Expenses
Other types of fees and expenses that are paid by a Client to either the Firm or an affiliate are described in the Client’s Offering Materials.
Various operating expenses incidental to the provision of the day-to-day administrative services benefiting the Client, including its own overhead, are paid by the Client. Some of the other types of fees and expenses that are usually paid by a Client are: costs, expenses, and liabilities in connection with its organization and operations, including: organizational fees (i.e., formation fees, state filing fees and related fees, including legal expenses) and third-party administrator fees, referral fees or other fees of the Client and in addition to the Management and Referral fees (if applicable) described above, costs and expenses related to consummated and unconsummated investments, taxes, franchise taxes, securities and “blue sky” filing fees, banking and custody fees, fees and costs related to anti-money laundering and compliance, audits, accountants and counsel, and other extraordinary expenses. The Manager reserves the right to charge each member of a Client pro-rated portions of the Client’s estimated expenses in advance, which estimated amounts shall be reconciled against the Client’s actual expenses incurred during the Client’s term. Specific accounting procedures are further described in each Client’s operating agreement.
The Client may also reimburse the Firm or an affiliate for the services performed by the Firm’s attorneys and accounting personnel directly to or for the benefit of the Client (whether the services relate to general administrative matters or the business operations of the Client). These will be paid only if the Client would otherwise have engaged outside professionals to perform the services, and only if permitted to be charged based upon Client Offering Materials. These fees charged, if applicable, do not exceed rates customarily charged by outside attorneys or accounting professionals.
Although the Company may have the right to collect a one-time referral fee from the Client (the “Referral Fee”) equal up to two hundred basis points (2.00%) of the aggregate Capital Contributions to the Client, such fee is only applicable to members referred by certain referral agents and, once collected, the fee is paid to the respective referral agent. The Referral Fee shall be allocated amongst the applicable members in accordance with their relative interest owned of the Client. Offering Materials indicate when this fee is due, and when it applies (if applicable). At the present time this fee is applicable to all Clients. The Manager reserves the right, at its option and in its sole discretion, to decrease or waive the Referral Fee applicable to certain members of a Client without notice.
ClearList Capital is authorized by Clients to charge and deduct advisory fees directly from the assets of Fund Clients. Specific information regarding our advisory fees, as well as other fees and expenses, can be found in the Offering Materials and/or operating agreement for each Fund Client.
Item 6: Performance-Based Fees and Side-by-Side Management
Although the Manager of our Fund Clients does not receive performance-based fees, related parties serve as Carried Interest Member(s) of each Client (or their special-purpose related entities) and are entitled to receive a share of the profits generated from a Client, as these fees are disclosed to members/investors of each Client in the Offering Materials applicable to each Client. This share of profits is often referred to as a carried interest. Since we are related to the Carried Interest Members of our Clients, carried interest earned when specific performance is achieved is considered performance-based compensation that indirectly benefits the Firm. A carried interest may give the Firm an incentive to take more risk or make more speculative investments in the absence of such a fee. In addition, the likelihood of earning a carried interest may give the Firm an incentive to favor one client over another in allocating investment opportunities or making buy, hold or sell recommendations.
More specifically, entities related to ClearList Capital receive a performance fee ranging from 6.0% to 12.25% of distributions after investors have received 100% of their capital contributions back. A full description of the entire fee arrangement is disclosed in the Fund Client’s Offering Materials. Indirect receipt of these types of fees may create an incentive for ClearList Capital to make investments that are riskier or more speculative than would be the case in the absence of a performance fee. ClearList Capital does not represent that the amount of the performance fees or the manner of calculating the performance fees is consistent with fees charged by other investment advisers under the same or similar circumstances. The performance fees charged by the Company may be higher or lower than any fees charged by other investment advisers for the same or similar services.
Clients and their investors who reside in the United States and who are charged performance fees or allocations are qualified clients as defined under the Investment Advisers Act of 1940, as amended (“Advisers Act”).
In cases where the Company engages in side-by-side management, for instance situations where we and/or our related parties manage the same investment with potentially overlapping strategies, our offering documents will address any conflicts of interest such as potentially favoring one fund over another, particularly when it comes to allocating investment opportunities and allocating fees, expenses and resources.
We address potential conflicts of interest surrounding the receipt of performance fees and side-by-side management by recognizing our fiduciary duty owed to each Client, and reviewing each Client’s objective, strategy and investment guidelines alongside our recommendations and investment decisions.
Item 7: Types of Clients
ClearList Capital provides investment advisory services to Private Funds only. Please see Item 4 – Advisory Business above.
More specifically, the Company’s Clients are private investment funds or other pooled investment vehicles formed under domestic laws and operated as investment pools that are excluded from the definition of an investment company under the Investment Company Act of 1940, as amended (the “Company Act”). ClearList Capital does not provide advice to “retail investors” as defined by Rule 204-5(d)(2) under the Advisers Act. Fund investors generally include individual investors, institutional investors, and other sophisticated investors; however, Fund Client investors are not clients of ClearList Capital by virtue of their investment in a Client. Each Client’s Offering Materials generally impose a minimum investment amount per investor; however, the Company in its capacity as Manager may waive this minimum in their sole discretion.
Interests in the Fund Clients at this time have been offered on a private placement basis, in reliance on Section 3(c)(7) of the Company Act, to persons who generally are “qualified purchasers” and “accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”), or “knowledgeable employees” as defined under the Company Act, and who are subject to certain other conditions, which are fully set forth in the Offering Materials of each Client. Interests in Clients may be offered to persons who are not “U.S. Persons,” as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially comprised of tax-exempt U.S. Persons) and who are subject to certain other conditions, which are also set forth in each Client’s Offering Materials.
Item 8: Methods of Analysis, Investment Strategies and Risk of Loss
Methods of Analysis and Investment Strategies
The Company advises its Clients primarily about making investments in private companies that are often difficult to value. Each Client will have a specific strategy and investment focus that is described in the applicable Offering Materials. Some Clients may have strategies similar to other Clients. Offering Materials and/or operating agreements of Clients may include specific guidelines or restrictions on investments.
ClearList Capital’s role as advisor is to find investment opportunities that:
- fit the Client’s specific strategy,
- diligently investigate each investment’s benefits and risks (called due diligence),
- make recommendations to each Client whether to buy, hold or sell an investment, and
- monitor the performance of investments made. The Firm reviews its recommendations against any
specific guidelines or restrictions on the Clients’ investments.
Due Diligence
Professional employees of the Company and/or its affiliates perform due diligence on each investment opportunity. Due diligence varies depending on the type of investment but typically includes some or all of the following:
- Review all organizational and offering documents
- Review and negotiation of relevant legal documents
- Review of available financial information
- Research and analysis of market information and competition
- Review and preparation/analysis of financial projections
- Interviews and/or background checks of key company management
- Review all marketing documents
Our professional employees use their experience and expertise to review every investment opportunity in a diligent way. In addition, legal counsel is engaged on behalf of each Client to prepare or review and negotiate legal documents with reasonable and customary provisions to protect the interests of the Client. The Client generally pays the fees and costs to diligence an investment.
Risk of Loss
The types of securities we recommend to our Clients are illiquid and speculative. There is no guaranty that our recommendations will turn out to be profitable to our Clients or their investors. Our Clients may not be able to sell or liquidate recommended securities if our Clients need capital for other purposes. We do not anticipate that any of our Clients will offer redemption rights or other liquidity options to investors.
There are certain risk factors that apply generally to the types of investment securities we recommend to our Clients and are summarized below. There are also numerous risk factors that may apply to the specific investment program or strategy to be followed by a particular Client. These general and specific risks are described in the Offering Materials of each Client.
Illiquid Securities (High-Risk Investments): Clients are permitted to invest and may invest in high-risk investments in illiquid assets. Most Fund Clients’ investments will be difficult to value. Return on investments is contingent on the cash flow, growth and prosperity of the portfolio company investments in which the Client invests. The success of these investments will be subject to factors over which the Fund Client and its manager will have little or no control. Consequently, the Advisor’s investments are highly speculative.
Resale of portfolio company investments may be restricted by applicable securities and other laws, and there will generally be no public market for Clients’ portfolio investments. There can be no assurance that an interest in any Client will earn a return or that the returns on successful investments will be sufficient to permit return of capital or profits to the investors in any Client.
The Fund Clients may invest in privately offered securities: Generally, very little public information exists about these opportunities, their historical operations and cash flows, and the Fund Clients will be required to rely on the ability of the Investment Manager to obtain adequate information to evaluate the potential returns from investing in these opportunities. Moreover, these opportunities may rely on third-party managers and operators, and the loss of one or more of these individuals could have a significant impact on the investment returns from a particular Portfolio Investment.
Investments in Distressed Assets: The Fund Clients may make Portfolio Investments in ventures or assets that are experiencing financial distress. Such opportunities often involve an asset that is operating at a loss or with substantial variations in operating results from period to period. Portfolio Investments experiencing financial distress may be involved in insolvency proceedings and have the need for substantial additional capital to support continued operations or to improve their financial condition and may have very high amounts of leverage. Distressed investments may have further inability to service their debt obligations during an economic downturn or periods of rising interest rates, may not have access to more traditional methods of financing and may be unable to repay debt by refinancing. The value of distressed assets tend to be more volatile and may have increased price sensitivity to changing interest rates and adverse economic and business developments than other investment opportunities.
Distressed assets are often more sensitive to company-specific developments and changes in economic conditions than other investments.
Investment with Third Parties in Partnerships and Other Entities: The Fund Clients may invest with third parties, including members of management, through consortiums of private equity investors, joint ventures, or other entities, thereby acquiring non-controlling interests in certain investments. Although the Fund Clients may not have control over these investments and therefore may have a limited ability to protect its position therein, the Manager expects that rights will be negotiated to protect the Fund Clients’ interests.
Asset-Backed Securities Risk: Asset-backed securities are a form of derivative securities. Asset-backed securities may be asset-backed notes or pass-through certificates, in each case issued by a trust or other special-purpose entity. Asset-backed notes are secured by, and pass-through certificates represent an interest in, a fixed or revolving pool of financial assets. Such financial assets may consist of secured or unsecured consumer or other receivables, such as automobile loans or contracts, automobile leases, credit card receivables, home equity or other mortgage loans, trade receivables, floor plan (inventory) loans, equipment leases, and other assets that produce streams of payments. Asset-backed securities are subject to credit risks associated with the performance of the underlying assets.
Cybersecurity Breaches and Disruptions: Cybersecurity is a term that is used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from cyberattacks and hacking as well as other damage or interruptions that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, or misappropriation of confidential or sensitive data.
The Company and its service providers depend on both outsourced and internal information technology systems to perform their functions. Despite the efforts with which we (as well as related parties and service providers) review their own information technology systems or those of our service providers, a party may not be in a position to verify the risk or reliability of such systems or to protect such systems.
Similarly, despite any training or other measures that the Company may perform with regard to its employees, professionals or any service providers, such individuals may intentionally or inadvertently take action or fail to act, in a manner that poses risks to the Firm, its Clients and investors. Thus, the Clients, and their service providers may be subject to losses, and interruptions arising out of cyber incidents, phishing attempts, cybersecurity breaches, denial-of-service attacks, computer viruses, network failures, computer and telecommunication failures, employee and professional usage errors, power outages, and unauthorized access to computer networks and hardware and computer systems, in addition to catastrophic events, such as fires, hurricanes, floods and other natural disasters and terrorist incidents.
If Company hardware systems, networks or software are compromised, inoperable or stop functioning properly due to cyber related issues, it may result in significant cost to fix or replace them. The damage to, or interruption or failure of, these information technology systems for any reason could cause significant interruptions in our operations and result in a security breach, confidentiality, or privacy of confidential or sensitive data, including personal information relating to investors and cause material financial loss or harm. Such an occurrence could harm the Company or a Client’s reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage to, or interruption or failure of, these information technology systems may cause losses to the Client by interfering with the operations of ClearList Capital or by requiring a significant amount of our resources.
Regulatory Risk: Statutes, regulations and policies are continually under review by the U.S. Congress and state legislatures and federal and state regulatory agencies. The introduction of new legislation or amendments to existing legislation and regulations (including changes in how they are interpreted or implemented) by governments, the decisions of courts and tribunals and the rulings and decisions of regulatory authorities, can adversely impact our Fund Clients’ returns. The regulatory environment for private equity, real estate and private investment funds is evolving, and changes in the regulation of these funds and investments may adversely affect the value of investments held by the Fund Clients, the cost of compliance with applicable regulations, and our ability to implement any business plan with respect to Fund Clients and investments.
Investments in Securities and Other Assets Believed to Be Undervalued: ClearList Capital may invest assets in undervalued securities. The identification of such investment opportunities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While such investments offer opportunities for above-average capital appreciation, they also involve a high degree of financial risk and can result in substantial losses. Returns generated from such investments may not adequately compensate for the business and financial risks assumed. Such investments can sometimes include bonds and other fixed income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities. It is likely that a major economic recession could severely disrupt the market for such investments and severely impact their value. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such obligations to repay principal and pay interest thereon and increase the incidence of default for such securities. Additionally, there can be no assurance that other investors will ever come to realize the value of some of these investments, and that they will ever increase in price. Furthermore, we may be forced to hold such investments for a substantial period of time before realizing their anticipated value.
Leverage: The Company may, subject to applicable regulations and restrictions, if any, outlined in Fund Client offering documents, leverage Fund Client’s capital. Using leverage usually results in a Fund Client’s net assets increasing or decreasing at a greater rate than if borrowed money is not used to amplify the results of invested capital.
Other Instruments: ClearList Capital may use some or all of the investment strategies described above or other investment strategies in its discretion.
Please refer to the Client’s offering documents for specific and further information regarding methods of analysis of investment strategies and risk of loss specific to each Client.
Item 9: Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of our Firm or the integrity of our management. The Firm has not been involved in legal, regulatory or disciplinary events related to past or present Clients that would be material to the evaluation of ClearList Capital LLC or the integrity of our management personnel.
Item 10: Other Financial Industry Activities and Affiliations
There are various financial industry businesses affiliated with the Firm. As stated above in Item 4 (Advisory Business), the Firm sponsors private funds and serves as manager. Our Fund Clients and related parties associated with their structure are listed below. For specific information about the relationship or arrangements between these entities and conflicts of interest that are present, clients and investors are directed to review specific information, along with relevant material risks, provided in Offering Materials for each Fund Client.
Fund Client
CLC AI LLC
CLC ALPHA LLC
CLRS X LLC
Manager
ClearList Capital LLC
ClearList Capital LLC
ClearList Capital LLC
Carried Interest Member(s)
ClearList Securities GP, LLC
ClearList Securities GP, LLC and ClearRiver GP, LLC
ClearList Securities GP, LLC
ClearList Holdings, LLC is Sole Member of ClearList Capital LLC
GTS Management Partners LLC is a Class A Member and owner of ClearList Holdings, LLC. Through this affiliation, the Firm is related and/or under common control with other GTS businesses listed below (c-e).
Broker-dealer Affiliations:
ClearList Holdings, LLC is also the Sole Member of the following two businesses:
- a. ClearList Securities LLC (CRD #309455/SEC #8-70540) – a broker-dealer primarily engaged in the private placement of securities. ClearList Securities LLC served as a broker-dealer with respect to the placement of securities for the Firm’s clients. [and was initially Manager of a Fund Client until the Firm was formed to replace the Manager role.] For more specific information about this arrangement, please refer to Offering Materials for applicable Fund Clients.
- b. ClearList LLC (1) (CRD #308066/SEC #8-70504) – a broker-dealer that manages an alternative trading system.
The Firm is also related to the following broker-dealer businesses:
- c. GTS Securities LLC (1)(CRD #149224/SEC #8-68126)
- d. GTS Execution Services, LLC (1)(CRD #306364/SEC #8-70455)
Other:
Finally, the Firm is related to the following Exempt Reporting Adviser:
- e. GTS Asset Management L.P. (1) (CRD #310806/SEC #802-130671) – Exempt Reporting Adviser with the SEC. Please refer to its SEC filing for private fund information where it serves as adviser/manager. There is no relationship between this business and the Private Clients of the Firm.
Fund Clients may engage related businesses to provide services, including the placement of Client interests. Any material conflicts that are known at the time are disclosed in Offering Materials for each Fund Client.
(1) There are no material business arrangements or relationships between the Firm, its Clients and these businesses, although the Firm may share the same physical location or other resources including Supervised Persons/staff with related parties. For more specific information, please refer to our Form ADV Part 1, Section 7.A., the BrokerCheck Report at brokercheck.finra.org for each separate broker-dealer business, or adviserinfo.sec.gov for information about related advisory businesses and the clients they serve.
Please refer to the Offering Materials for a complete description of the fees, investment objectives, risks, conflicts of interest and other relevant information associated with investing in any Fund Client. Persons affiliated with our firm may have investments in Fund Clients and have an incentive to recommend
investments in the Fund Client over other investment opportunities. Neither ClearList Capital nor any of its management control persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.
Item 11: Code of Ethics, Participation or Interest in Client Transactions & Personal Trading
ClearList Capital adheres to the code of ethics adopted pursuant to SEC rule 204A-1. Our Company’s Code of Ethics (the “Code“) includes provisions relating to the confidentiality of Client and investor information, a prohibition on insider trading, a prohibition of cross-trading, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. Employees and persons associated with our Company are required to follow the Code and each of them must acknowledge the terms of the Code annually, or as amended.
The Code is designed to assure that the personal securities transactions, activities and interests of the employees of the Company will not interfere with
(i) making decisions in the best interest of clients and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts. Under the Code, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of our Clients. In addition, the Code requires pre-clearance of many transactions and restricts trading in close proximity to Client trading activity (when applicable). Employee trading is continually monitored under the Code, and to reasonably prevent conflicts of interest between our Company and our Clients. Clients or prospective clients may request a copy of the Code by contacting fundservices@clearlistcapital.com.
It is ClearList Capital’s policy that it will not affect any principal or cross securities transactions for Client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated
Fund Client and another Client account.
ClearList Capital and its associated personsserve as the Manager of, or are affiliated with one or more private Fund Clients (private pooled investment vehicles) in which you may be solicited to invest. Persons associated with our Firm have significant investments in the Fund Clients or have other financial interests(e.g., Manager, General Partner, Officers, Board Members, etc.) in the Fund Clients. This is a conflict of interest because we have investments and/or are compensated by our Clients. If you are an investor in a Fund Client, please refer to the respective offering documents for detailed disclosures regarding that Fund Client.
Item 12: Brokerage Practices
As a general matter, ClearList Capital does not trade marketable securities, and therefore does not typically use broker-dealers to trade securities on the open market. To the extent our Company trades public securities, or will in the future trade securities that require us to select broker-dealers, we will do so in accordance with our best execution obligations. Best execution means our Company would take into account a range of factors in determining which broker to use for a particular transaction, including, among other things, (i) the ability of the broker to effect the transaction; (ii) transaction costs; (iii) the size and difficulty of the order; (iv) expertise in particular markets; and (v) the relative value of any research and brokerage services or products provided by such broker. This does not necessarily mean we would always solicit the lowest commission cost available. Rather, if we were to determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the research and brokerage products or services provided by such broker, we may pay commissions to such broker in an amount greater than the amount another broker may charge.
Aggregation of Trades: ClearList Capital does not aggregate the purchase or sale of securities for its Clients.
Item 13: Review of Accounts
Client investments are under continuous review by the investment team at ClearList Capital. Such reviews include, but are not limited to, a review of existing investments, potential investments, cash availability, market fluctuations, significant events, and investment objectives. Reporting obligations to investors, if
applicable, are outlined in the Offering Documents for each Client.
ClearList Capital has engaged an independent public accounting firm to annually conduct surprise audits for each Client (See Item 15 – Custody below).
Item 14: Client Referrals and Other Compensation
ClearList Capital does not have referral arrangements or other compensation to disclose other than the Referral Fee potentially collected by our Firm and paid to referral agents as discussed in Item 5 – Fees and Compensation above.
For discussion of all fees and compensation, please refer to both Items 5 and 6 above.
Item 15: Custody
ClearList Capital is deemed under Rule 206(4)-2 under the Advisers Act to have custody of the assets of the Clients. To the extent required pursuant to Rule 206(4)-2 under the Advisers Act, Client cash and securities are maintained and held at a Qualified Custodian. The Manager (who is the Firm) is responsible for selecting qualified custodians and may change custodian at any time and from time to time, provided that investors are notified promptly in writing when a custodial account is opened. This notification must include the custodian’s name, address and how assets are held. The Qualified Custodian will provide quarterly qualified custodial reports directly to investors, and we urge investors to compare account statements with their own records and
alert us immediately to any inconsistencies identified.
We have selected the following Qualified Custodian for all ClearList Capital Fund Client accounts:
CSC Delaware Trust Company
251 Little Falls Drive, Wilmington DE 19808-1674
Email Address: USTrustAgency@delawaretrust.com
Phone Number: (877) 374-6010
Attn: Russ Crane, Vice President
Item 16: Investment Discretion
ClearList Capital receives discretionary authority from the Client at the outset of an advisory relationship. In all cases, such discretion is to be exercised in a manner consistent with the stated investment objectives for our Fund Clients. The only limitations that may be placed on our investment discretion are those outlined in writing. Such limitations, if applicable, are included within the Client’s offering documentation (e.g., private placement memorandum) and/or operating agreement. These limitations may include exclusions of certain types of industries and/or countries.
Item 17: Voting Client Securities
ClearList Capital does not typically invest Client assetsin public securitiesissuing proxies. In the event that we invest in publicly-held securities, we will accept authority to vote securities on behalf of Client investments.
Item 18: Financial Information
Registered investment advisors are required in this section to provide certain financial information or disclosures about the Company’s financial condition. ClearList Capital has no financial commitment(s) that are likely to impair its ability to meet contractual and fiduciary commitments to its Clients, nor has it ever been the subject of a bankruptcy proceeding.
