Advisor Registration

   

Item 1 – Cover Page

Fleet Capital Management, LLC

26 Sunflower Cir

Bellingham, WA 98229

360.389.6407

www.FleetCapitalManagement.com

Last update January, 2020

This Brochure provides information about the qualifications and business practices of Fleet

Capital Management. If you have any questions about the contents of this Brochure, please

contact us at 360-389-6407. The information in this Brochure has not been approved or

verified by the United States Securities and Exchange Commission or by any state securities

authority.

Fleet Capital Management, LLC (FCM) is a Registered Investment Advisor (crd#138836).

Brue Fleet (crd # 01529233) is an investment adviser representative of FCM. Registration

of an Investment Adviser does not imply any level of skill or training. The oral and written

communications of an Adviser provide you with information about which you determine to

hire or retain an Adviser.

Additional information about Bruce Fleet also is available on the SEC’s website at

www.adviserinfo.sec.gov.

Item 2 – Material Changes

On July 28, 2010, the United State Securities and Exchange Commission published

“Amendments to Form ADV” which amends the disclosure document that we provide to

clients as required by SEC Rules. This Brochure dated July 2, 2013 is a new document

prepared according to the SEC’s new requirements and rules. As such, this Document is

materially different in structure and requires certain new information that our previous

brochure did not require.

In the future, this Item will discuss only specific material changes that are made to the

Brochure and provide clients with a summary of such changes. We will also reference the

date of our last annual update of our brochure.

In the past we have offered or delivered information about our qualifications and business

practices to clients on at least an annual basis. Pursuant to new SEC Rules, we will ensure

that you receive a summary of any materials 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.

We 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 Bruce Fleet, President at 360-389-

6407 or Bruce@FleetCapitalManagement.com. Our Brochure is also available on our web

site www.FleetCapitalManagement.com also free of charge.

Additional information about Bruce Fleet is also available via the SEC’s web site

www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons

affiliated with Fleet Capital Management who are registered, or are required to be

registered, as investment adviser representatives of Fleet Capital Management.

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Item 3 -Table of Contents

Item 1 – Cover Page ..................................................................................................................................................i

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

Item 3 -Table of Contents ....................................................................................................................................iii

Item 4 – Advisory Business .............................................................................................................................1-2

Item 5 – Fees and Compensation...................................................................................................................2-3

1 Item 6 – Performance-Based Fees and Side-By-Side Management. ............................................3

Item 7 – Types of Clients........................................................................................................................................3

Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss.........................................3-4

Item 9 – Disciplinary Information .....................................................................................................................4

Item 10 – Other Financial Industry Activities and Affiliations..............................................................5

Item 11 – Code of Ethics....................................................................................................................................5-6

Item 12 – Brokerage Practices ...........................................................................................................................7

Item 13 – Review of Accounts ............................................................................................................................7

Item 14 – Client Referrals and Other Compensation.................................................................................7

Item 15 – Custody.....................................................................................................................................................8

Item 16 – Investment Discretion........................................................................................................................8

Item 17 – Voting Client Securities .....................................................................................................................8

Item 18 – Financial Information.........................................................................................................................9

Item 19 – Requirements for State-Registered Advisers ..........................................................................9

Brochure Supplement(s)……………………………………………………………………………………………………………10

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Item 4 – Advisory Business

Fleet Capital Management, LLC (FCM) is a fee-only investment advisory firm. FCM is owned

in its entirety by Bruce Fleet, who opened the firm in December 2005. Bruce Fleet has been

a professional in the investment management industry since May 1986. FCM was first

registered with Colorado in July 2008 and Washington State in September 2010. FCM was

also registered with the Securities and Exchange Commission in January 2006.

FCM provides investment advisory services with an emphasis on the risk management,

thus our primary concern is with downside protection rather than the maximization of

returns. This risk management practice is implemented utilizing quantitative analysis

techniques of Modern Portfolio Theory, as introduced by Nobel Prize winner Dr. Harry

Markowitz. The firm also uses multiple technology platforms to assist with this work,

including but not limited to, Investors Business Daily, TD Ameritrade Institutional and

Technical Analysis.

As of January 2020, FCM manages sixteen million, five hundred forty-one thousand dollars

($16,541,783) of discretionary client assets. Clients may choose to have their portfolios

held at the custodian of their choice, yet the preferred and default custodian for FCM is TD

Ameritrade Institutional.

Item 5 – Fees and Compensation

In all instances, adviser will send the client a written invoice, including the fee, the formula

used to calculate the fee, the fee calculation itself, the time period covered by the fee, and, if

applicable, the amount of assets under management on which the fee was based. Also,

adviser will include the name of the custodian(s) on the fee invoice. Adviser will send these

to the client concurrent with the request for payment or payment of adviser’s advisory fees.

We urge the client to compare this information with the fees listed in the account

statement.

Fleet Capital Management, LLC provides Investment Policy Statement creation or review,

risk assessment, cash flow analysis, and expected rate or return needs analysis prior to the

creation of the investment portfolio. Fees are charged only for portfolio management.

Fleet Capital Management is compensated using a percentage fee of 1% on the amount of

total assets to be managed for a family. Fees are based on an annual basis yet charged

monthly, in advance, based on the close of business value on the last business day for the

prior calendar month.

The Fee, based on a percentage of the assets under management, is charged on all assets

under management and is not a graduated scale.

Client's Annual Management Fee is equal to 1% of all assets managed. Clients may choose

to have TD Ameritrade Institutional custody additional non-managed assets within the

scope of FCM at no charge. These are assets that require no risk management by such as

stocks or other long-term securities.

Some client accounts have been grandfathered from an older fee structure. Those accounts

are called “Long Term Hold” (LTH) portfolio. FCM no longer offers this portfolio to new

clients.

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FCM offers a portfolio management program called the “Risk-Managed Trading Account”

(RTA) which includes five separate sub-portfolios based on a client’s risk tolerance and expected

rate of return. Each client, as well as each account for any client, is assigned a sub-portfolio by

the client, with guidance by FCM. An outline of the sub-portfolio construction is included as an

appendix on page 10.

Fees are negotiable for accounts over $5,000,000. Investment management fees are

charged in advance and pro-rated to the number of days remaining in the quarter. Should

an account be terminated prior to the end of a calendar quarter, unearned fees will be

refunded to the client. Clients can cancel the advisory agreement within five business days

without penalty if the client was not furnished with Form ADV Part 2 at least 48 hours

prior to signing the agreement. Clients will be responsible for the payment of all fees

charged by the custodian. The adviser’s fee will be billed directly to the client’s account,

and the custodian will show the paid management fee on the corresponding client

statement provided by the custodian.

The specific manner in which fees are charged by FCM is established in a client’s written

agreement with FCM. FCM will generally bill its fees on a quarterly basis. Clients may also

elect to be billed directly for fees or to authorize FCM to directly debit fees from client

accounts. Management fees shall be prorated for each capital contribution and withdrawal

made during the applicable calendar quarter (with the exception of de minims

contributions and withdrawals). Accounts initiated or terminated during a calendar

quarter will 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.

Fleet Capital Managements fees are exclusive of brokerage commissions, transaction fees,

and other related costs and expenses, which may be incurred by the client. Clients may

incur certain charges imposed by custodians, brokers, third party investment and other

third parties such as fees charged by managers, custodial fees, deferred sales charges, oddlot

differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and

taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded

funds also charge internal management fees, which are disclosed in a fund’s prospectus.

Such charges, fees and commissions are exclusive of and in addition to FCM’s fee, and FCM

shall not receive any portion of these commissions, fees, and costs.

Item 12 further describes the factors that FCM considers in selecting or recommending

broker-dealers for client transactions and determining the reasonableness of their

compensation (e.g., commissions).

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

Fleet Capital Management does not charge any performance-based fees (fees based on a

share of capital gains on or capital appreciation of the assets of a client).

Item 7 – Types of Clients

Fleet Capital Management provides portfolio management services to individuals, high net

worth individuals, charitable institutions, foundations, and trust accounts. As of January

2020, over ninety five percent of FMC managed accounts are of High Net Worth families,

including their personal trust accounts. FCM maintains a minimum $500,000 account or

family aggregate.

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

“Investing in securities involves risk of loss that clients should be prepared to bear.” Due to

liquidity, transparency and diversification, Fleet Capital Management uses stocks, ETF’s

and mutual funds as a primary investment vehicles. FCM uses technology to screen

thousands of investment choices.

We then narrow the field by asset allocation category based on our asset allocation target

sub-portfolio, which is derived by our economic outlook for the forward looking six to

twelve months. Once this list of investment choices is completed, the firm uses Modern

Portfolio Statistics such as Alpha, Beta, Sharpe Ratio, Information Ratio and Up/Down

capture ratios in order to help identify the best risk-adjusted candidates.

FCM then utilizes additional subscription-based technology to identify the consistency of

each investments ability to remain in what is commonly known as the North West

Quadrant (NWQ). The investments displayed in the NWQ of a scatter plot, and then

measured for consistency, tend to exhibit characters inherent with above average riskadjusted

returns.

Once the firms current model portfolio is designed for each RTA Sub-Portfolio, the actual

investments chosen for a particular client are based on the clients stated risk tolerance,

investment time horizon as well as appropriate allocation to taxable vs. tax deferred

accounts.

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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 Fleet Capital

Management or the integrity of Bruce Fleet’s management.

While employed at UBS Financial Services, both Bruce Fleet and UBS were named in a

client-initiated arbitration which resulted shortly after the major market decline and bear

market of 2000. In the arbitration, the client asked for three million dollars in damages, yet

the arbitration panel awarded the client, one tenth of the amount requested. Bruce Fleet

was not asked by UBS to participate in the award to the client.

The NASD (now known as FINRA) did impose a suspension of fifteen business days and a

five thousand fine.

Due to extenuating circumstances, legal council recommended that Mr. Fleet counter sue

the client for defamation of character. While the settlement to this is confidential, Mr. Fleet

was pleased with the outcome.

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Item 10 – Other Financial Industry Activities and Affiliations

Bruce Fleet is an internationally published author. Published Books include, Demystifying

Wall Street and The Solomon Secret. Bruce Fleet spends no time marketing and

promoting the books.

Item 11 – Code of Ethics, Participation or Interest in Client Transactions and

Personal Trading

Fleet Capital Management has adopted a Code of Ethics for all supervised persons of the

firm describing its high standard of business conduct, and fiduciary duty to its clients. The

Code of Ethics includes provisions relating to the confidentiality of client information, a

prohibition on insider trading, a prohibition of rumor mongering, 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. All supervised

persons at FCM must acknowledge the terms of the Code of Ethics annually, or as amended.

Fleet Capital Management anticipates that, in appropriate circumstances, consistent with

clients’ investment objectives, it will cause accounts over which FCM has management

authority to effect, and will recommend to investment advisory clients or prospective

clients, the purchase or sale of securities in which FCM, its affiliates and/or clients, directly

or indirectly, have a position of interest. FCM’s employees and persons associated with

FCM are required to follow FCM’s Code of Ethics. Subject to satisfying this policy and

applicable laws, officers, directors and employees of FCM and its affiliates may trade for

their own accounts in securities which are recommended to and/or purchased for FCM’s

clients. The Code of Ethics is designed to assure that the personal securities transactions,

activities and interests of the employees of FCM will not interfere with (i) making decisions

in the best interest of advisory clients and (ii) implementing such decisions while, at the

same time, allowing employees to invest for their own accounts. 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 FCM’s

clients. In addition, the Code requires pre-clearance of many transactions, and restricts

trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics

in some circumstances would permit employees to invest in the same securities as clients,

there is a possibility that employees might benefit from market activity by a client in a

security held by an employee. Employee trading is continually monitored under the Code of

Ethics, and to reasonably prevent conflicts of interest between FCM and its clients.

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Certain affiliated accounts may trade in the same securities with client accounts on an

aggregated basis when consistent with FCM's obligation of best execution. In such

circumstances, the affiliated and client accounts will share commission costs equally and

receive securities at a total average price. FCM will retain records of the trade order

(specifying each participating account) and its allocation, which will be completed prior to

the entry of the aggregated order. Completed orders will be allocated as specified in the

initial trade order. Partially filled orders will be allocated on a pro rata basis. Any

exceptions will be explained on the Order.

Fleet Capital Management’s clients or prospective clients may request a copy of the firm's

Code of Ethics by contacting Bruce Fleet.

It is FCM’s policy that the firm will not affect any principal or agency cross securities

transactions for client accounts. FCM will also not cross trades between 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 advisory client. A principal transaction may also be deemed to

have occurred if a security is crossed between an affiliated hedge fund and another client

account. An agency cross transaction is defined as a transaction where a person acts as an

investment adviser in relation to a transaction in which the investment adviser, or any

person controlled by or under common control with the investment adviser, acts as broker

for both the advisory client and for another person on the other side of the transaction.

Agency cross transactions may arise where an adviser is dually registered as a brokerdealer

or has an affiliated broker-dealer.

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Item 12 – Brokerage Practices

Fleet Capital Management does not participate in any account or programs that provides

soft dollar benefits to our firm. All of the research and technology used by FCM is paid for

on a subscription basis. In addition, FCM receives absolutely no benefit from any

investment product or manager, thus we feel certain we have eliminated any conflict of

interest this may otherwise cause.

Most of FCM’s client assets are held custody at TD Ameritrade Institutional. Clients may

choose to have their investment assets held at the custodian of their choosing. FCM utilizes

TD Ameritrade Institutional to execute investment trades on behalf of our clients who

choose to have TD Ameritrade Institutional custody their investment assets. FCM is not

bound to TD Ameritrade Institutional and thus feels there is no conflict of interest.

On occasion, due to FCM’s use of the most cost-effective ways for our clients to invest in

certain investment products, a minimal transaction fee may be associated with an

investment transaction. This fee is charged by the custodian and in no way benefits FCM.

Item 13 – Review of Accounts

Fleet Capital Management, LLC performs a daily review and data update of all investments

held in client accounts. Clients of FCM have daily access to on-line information concerning

their accounts through TD Ameritrade Institutional technology. Clients receive monthly

account statements from the custodian. FCM provides each client with a detailed quarterly

review of all investments in their accounts, as well as market conditions and economic

outlooks. These quarterly reviews may be completed in person but mostly utilize Zoom.us

video conferencing technologies. Clients are encouraged to schedule a review at any time in

which they may have questions or concerns.

Item 14 – Client Referrals and Other Compensation

Fleet Capital Management, LLC does not provide economic benefit to any non-client who may

provide a referral to our firm. Likewise, FCM receives no economic benefit from any professional to

whom we may refer a client.

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Item 15 – Custody

Clients should receive at least quarterly statements from the broker dealer, bank or other

qualified custodian that holds and maintains client’s investment assets. FCM urges you to

carefully review such statements and compare such official custodial records to the account

statements that we may provide to you. Our statements may vary from custodial

statements based on accounting procedures, reporting dates, or valuation methodologies of

certain securities.

In no circumstance is FCM authorized to transfer funds or securities out of the Client's

Account(s) except if Client gives Investment Advisor specific authorization to debit

Investment Advisor's fees from Client's Account. Investment Advisor sends a copy of the

Client's invoice to the Custodian of the Client's Account. Clients receive an electronic

permanent copy of the monthly fee calculation and accounting. At least quarterly, the Client

will receive statements from the Custodian of the Client's Account and such statement will

reflect the amount of the advisory fees if the Client authorizes the Custodian to debit the

advisory fees from the Client's Account.

Item 16 – Investment Discretion

Fleet Capital Management, LLC receives discretionary authority from the client at the

outset of an advisory relationship to select the identity and amount of securities to be

bought or sold. Clients must first agree to and sign for this authority as part of the new

account opening process. In all cases, however, such discretion is to be exercised in a

manner consistent with the stated investment objectives for the particular client account.

When selecting securities and determining amounts, FCM observes the investment policies,

limitations and restrictions of the clients for which it advises. For registered investment

companies, FCM’s authority to trade securities may also be limited by certain federal

securities and tax laws that require diversification of investments and favor the holding of

investments once made.

Investment guidelines and restrictions must be provided to FCM in writing.

Item 17 – Voting Client Securities

As a matter of firm policy and practice, FCM does not have any authority to and does not

vote proxies on behalf of advisory clients. Clients retain the responsibility for receiving and

voting proxies for any and all securities maintained in client portfolios. FCM may provide

advice to clients regarding the clients’ voting of proxies.

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Item 18 – Financial Information

Registered investment advisers are required in this Item to provide you with certain

financial information or disclosures about FCM’s financial condition. FCM has no financial

commitment that impairs its ability to meet contractual and fiduciary commitments to

clients and has not been the subject of a bankruptcy proceeding.

Item 19 – Requirements for State-Registered Advisers

Bruce Fleet received his CFP Certified Financial Planner designation from the College for

Financial Planning in 1989. He received the Certified Investment Management Analyst

designation in 2003 and the Investment Strategist Certificate in 2004, both from The

Wharton School at the University of Pennsylvania via the Investment Management

Consultants Association. Mr. Fleet no longer participates in the continuing education

programs of these certifying organizations, thus does not present these as current

affiliations.

Bruce Fleet, born June 20, 1960, has been in the investment advisory business since May of

1986. Included in his Wall Street career, Bruce was a national trainer for Merrill Lynch for

five years from 1990-1995 and was a Senior Vice President of Investments and Chairmen’s

Club member at UBS Financial Services.

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