We will further provide you with a new Brochure as necessary based on changes or new information, at any time, without charge.

Item 1 Cover Page Harper Asset Management, LLC (CRD 116213) 6680 Gunpark Drive, Suite 202B Boulder, CO 80301 O: 303.449.4887 C: 404.451.7432 F: 267.202.9441 info@harperasset.com www.harperasset.com 22 February 2017 This Brochure provides information about the qualifications and business practices of Harper Asset Management, LLC. If you have any questions about the contents of this Brochure, please contact us at 404.451.7432 or info@harperasset.com. 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. Harper Asset Management, LLC is a registered investment adviser. 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 Harper Asset Management, LLC also is available on the SEC s website at www.adviserinfo.sec.gov. i

Item 2 Material Changes 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 Brian Harper at 303.449.4887 or bharper@harperasset.com. Our Brochure is also available on our web site www.harperasset.com, also free of charge. ii

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 Item 5 Fees and Compensation... 1 Item 6 Performance-Based Fees and Side-By-Side Management... 2 Item 7 Types of Clients... 3 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss... 4 Item 9 Disciplinary Information... 4 Item 10 Other Financial Industry Activities and Affiliations... 5 tem 11 Code of Ethics... 5 Item 12 Brokerage Practices... 6 Item 13 Review of Accounts... 9 Item 14 Client Referrals and Other Compensation... 9 Item 15 Custody... 9 Item 16 Investment Discretion... 10 Item 17 Voting Client Securities... 10 Item 18 Financial Information... 11 Item 19 Requirements for State-Registered Advisers... 11 Brochure Supplement(s) iii

Item 4 Advisory Business Harper Asset Management, LLC ("HAM") is an investment advisory firm, owned by Brian Harper, CFA, who founded the firm in 2001. HAM provides specialized discretionary investment management, financial planning and advisory services to private clients. HAM manages investment assets in a value style, a strategy seeking to purchase equity investments when they are available at significant discounts to their estimated intrinsic values. Intrinsic value is appraised internally by HAM on the basis of fundamental analysis, and is both dynamic and subject to analyst and manager error. Advisory services are tailored to individual client needs and requests, and clients have the ability to impose restrictions on investing in specified securities or industries. As of December 31, 2016, HAM managed $20.9 million in discretionary client assets and $0 in non-discretionary assets. HAM utilizes composites/models to manage client assets. A composite is an aggregation of one or more portfolios into a single group that represents a particular investment objective or strategy. HAM utilizes composites to leverage the firms research capabilities and to match a client s risk profile with an established, appropriate portfolio. HAM provides financial planning services upon client request to existing investment management clients. HAM does not charge additional fees for these services. HAM does not receive compensation for any recommended financial or legal advice recommended as a result of a financial plan. Item 5 Fees and Compensation The specific manner in which fees are charged by Harper Asset Management, LLC is established in a client s written agreement with HAM. HAM bills its fees on a quarterly or monthly basis in advance. Clients may also elect to be billed directly for fees or to authorize HAM to directly debit fees from client accounts. Management fees shall not be prorated for each capital contribution and withdrawal made during the applicable calendar quarter (with the exception of de minimis 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. Clients will have 5 days following execution of an investment advisory contract to terminate said contract and receive a full refund of any pre-paid fees. HAM s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Clients may incur certain charges 1

imposed by custodians, brokers, third party investment and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and exchange traded funds also charge internal management fees, which are disclosed in a fund s prospectus. Such charges, fees and commissions are exclusive of and in addition to HAM s fee, and HAM shall not receive any portion of these commissions, fees, and costs. As disclosed above, HAM s stated fee schedule is as follows: Fees; Agreements HAM primarily provides portfolio management services through separate accounts. These fees are billed quarterly in advance, based on the following schedule: Account Value Equity Accounts Balanced Accounts Under 1,000,000 1.00 % 0.50 0.80% Over 1,000,000 0.50 1.00% 0.30 0.75% HAM charges fixed annual fees for the separate account strategy Tenderlist. These fees accrue and are charged monthly. Fees are typically $40 per month. The foregoing describes HAM's basic fee schedule; however, fees may be negotiable in certain limited circumstances and arrangements with any particular client may vary from the foregoing. In some cases the fees charged may be greater than fees charged by other investment advisers for similar services; in other cases fees may be lower. With client consent, HAM may cause fees to be paid out of managed accounts by the custodian. When it does so, HAM will send the client an invoice showing the amount of the fees, the value of the assets on which they are based, and the computation concurrently with billing the custodian. Individually managed accounts may terminate investment advisory contracts upon written notice. Upon termination, any prepaid fees will be prorated to the date of termination and unearned fees will be returned to the client. Item 12 further describes the factors that HAM considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Item 6 Performance-Based Fees and Side-By-Side Management HAM does not charge any performance-based fees. 2

Side-by-side management refers to our simultaneous management of different types of client accounts. Our clients have different investment objectives, policies, strategies, limitations and restrictions. Side-by-side management gives rise of a variety of potential and actual conflicts of interest for the firm and our employees. We follow procedures that are reasonably designed to treat our clients fairly and to prevent any client or group of clients from being systematically favored or disadvantaged and we manage our accounts consistent with applicable law. Item 7 Types of Clients HAM provides portfolio management services to individuals & high net worth individuals. HAM has a stated minimum client size of $100,000 for traditional advisory clients, although such minimums are negotiable. 3

Item 8 Methods of Analysis, Investment Strategies and Risk of Loss HAM manages investment portfolios for private clients in an allocation appropriate to the specific client s income needs, risk tolerance, time horizon and other factors. HAM manages equity portfolios or the equity portion of a balanced portfolio, in a value style, seeking to purchase individual equities at significant discounts from intrinsic value. HAM manages fixed income portfolios with a focus on loss aversion with respect to interest rate, inflation and credit risk. There is no guarantee of profit and HAM s strategies may result in a loss, which clients should be prepared for and able to bear. HAM s individual equity portfolios typically contain 15-40 individual holdings, a level which HAM considers to be sufficient but not excessive diversification. Portfolios are diversified across industry groups but will tend to vary significantly from benchmark weightings, due to HAM s emphasis on valuation. HAM locates prospective investments via 52 week low lists, fundamental/quantitative based stock screens, the media, and by monitoring corporate and reorganization transactions. HAM manages client accounts according to composites/models. Such composites are groups of accounts which are managed in the same allocation of individual securities, due to similar client investment objectives. The use of composites may subject a client to more market risk than is appropriate should their circumstances change. HAM mitigates this risk by having multiple composites which vary in overall equity market exposure, enabling HAM to shift a client to an appropriate composite. HAM generally does not engage in daily trading, which could subject a client account to losses in the event of high market volatility. Investing in securities involves various risks including market risk, interest rate risk, inflation risk, and others, all of which may lead to a permanent loss of capital. Equities carry heightened credit risk as shareholder interests are junior to those of all creditors. Equities have a higher risk of permanent loss and historically have exhibited higher volatility than fixed income instruments. Clients should be prepared for market fluctuations and have the ability to bear losses. Item 9 Disciplinary Information HAM, Brian Harper and James Harper have never been subject to disciplinary action. 4

Item 10 Other Financial Industry Activities and Affiliations None Item 11 Code of Ethics HAM 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 HAM must acknowledge the terms of the Code of Ethics annually, or as amended. HAM anticipates that, in appropriate circumstances, consistent with clients investment objectives, it will cause accounts over which HAM has management authority to effect, and will recommend to investment advisory clients or prospective clients, the purchase or sale of securities in which HAM, its affiliates and/or clients, directly or indirectly, have a position of interest. HAM s employees and persons associated with HAM are required to follow HAM s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of HAM and its affiliates may trade for their own accounts in securities which are recommended to and/or purchased for HAM s clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of HAM 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 HAM 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 HAM and its clients. Certain affiliated accounts may trade in the same securities with client accounts on an aggregated basis when consistent with HAM's obligation of best execution. In such circumstances, the affiliated and client accounts will share commission costs equally and client accounts will receive trade allocations at the same or a better price than affiliated accounts. HAM 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. 5

It is HAM's policy not to permit associated persons (or certain of their relatives) to trade in a manner that takes advantage of price movements caused by clients' transactions. From time to time, trading by HAM and its associated persons (and certain of their relatives) in particular securities may be restricted in recognition of impending investment decisions on behalf of clients. If transaction orders for a client and HAM (and/or its associated persons and relatives) are not aggregated, then transaction orders for HAM and its associated persons will be the last orders filled. HAM s clients or prospective clients may request a copy of the firm's Code of Ethics by contacting Brian Harper. It is HAM s policy that the firm will not affect any principal or agency cross securities transactions for client accounts. HAM 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. Item 12 Brokerage Practices Generally, HAM s clients have granted HAM complete discretion over the selection and amount of securities to be bought or sold for clients (within the parameters established by any agreements between the parties); HAM is not generally required to obtain the consent or approval of any client in connection with any investment transaction or decision. In most cases, HAM also has complete discretion over the selection of brokers and dealers ( broker-dealers ) to execute securities transactions for its clients and the negotiation of compensation arrangements with such broker-dealers. In addition to using broker-dealers as agents and paying commissions, HAM may cause clients to buy or sell securities directly from or to broker-dealers acting as principal (such as market-makers for over-the-counter securities) at prices that include markups or markdowns, and may buy securities from underwriters or broker-dealers in public offerings at prices that include compensation to the underwriters or broker-dealers. The following discussion summarizes the material aspects of HAM s practices in selecting broker-dealers to execute client transactions. Selection Criteria Although it is not required to consider any specific criteria, HAM generally seeks best execution of securities transactions in light of the circumstances 6

existing at the time individual transactions are executed. In evaluating a broker-dealer s ability to provide best execution, HAM considers a range of factors, including historical net prices (after markups, markdowns or other transaction-related compensation) on other transactions; the execution, clearance and settlement and error correction capabilities of the broker-dealer generally and in connection with securities of the type and in the amounts to be bought or sold; the broker-dealer s willingness to commit capital; the broker-dealer s reliability and financial stability; the size of the transaction; the availability of securities to borrow for short sales; the nature, quantity and quality of research provided by the broker-dealer; and the market for the security. HAM is not obligated to obtain the lowest commission or best net price for an account on any particular transaction. Review HAM monitors transaction results as orders are executed to evaluate the quality of execution provided by the broker-dealers it uses, to determine whether compensation rates are competitive and otherwise to evaluate the reasonableness of the compensation paid to those broker-dealers in light of all of the factors described above. Soft Dollars Soft Dollars are broker directed payment for research services in exchange for an investment advisor directing commission activity to the broker, generally at a commission rate higher than would be paid in the absence of any soft dollar arrangement. HAM often recommends to individual and high net worth clients custody at Charles Schwab and Co, as discussed below, as HAM feels that the firm offers strong fiduciary strength, name recognition, overall breadth of offering, and competitive commission rates. HAM receives access to Schwab s institutional platform, including research, trading and other resources via Schwab s website as a result of HAM s relationship with Schwab Institutional. Such research is available to all Schwab Institutional clients and not related to any soft dollar arrangement, and is standard practice in the industry. HAM reviews its brokerage relationships on a bi-annual basis. HAM permits directed brokerage, which is the practice of a client directing HAM to utilize a specific broker of the client s preference for custody and/or trading of the client s account. Prime Brokerage, Custody, Clearing and Settling. HAM has a prime brokerage relationship with Jones and Company (the Prime Broker ). Under this arrangement, the Prime Broker, among other things, (i) arranges for the receipt and delivery of securities bought, sold, borrowedand lent; (ii) makes and receives payments for securities; (iii) maintains custody of cashand securities; (iv) tenders securities in connection with tender offers, exchange offers, mergers or other corporate reorganizations; and (v) provides detailed portfolio and related reports. HAM may cause client accounts to pay for custodial and related services either in cash or by allocating a portion of its business to the Prime Broker. 7

Aggregation of Orders. HAM performs investment advisory services for multiple clients. Under certain circumstances, portfolio transactions may be executed as part of concurrent authorizations to buy or sell the same security for numerous accounts serviced by HAM, some of which may have similar investment objectives. Although such concurrent authorizations could be either advantageous or disadvantageous as to a particular account, they will be effected only when HAM believes that to do so is in the best interests of the effected accounts. When such concurrent authorizations occur, HAM will generally seek the most equitable allocation of such executions among the effected accounts. Charles Schwab & Co. HAM may recommend that clients establish brokerage accounts with the Schwab Institutional division of Charles Schwab & Co., Inc. (Schwab), a registered broker-dealer, Member SIPC, to maintain custody of clients assets and to effect trades for their accounts. HAM is independently owned and operated and not affiliated with Schwab. Schwab provides HAM with access to its institutional trading, research and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the advisor s clients assets are maintained in accounts at Schwab Institutional, and are not otherwise contingent upon Advisor committing to Schwab any specific amount of business (assets in custody or trading). Schwab s services include brokerage, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For HAM s client accounts maintained in its custody, Schwab generally does not charge separately for custody but is compensated by account holders through commissions or other transaction-related fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to HAM other products and services that benefit HAM but may not benefit its clients accounts. Some of these other products and services assist HAM in managing and administering clients accounts. These include software and other technology that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide research, pricing information and other market data, facilitate payment of HAM s fees from its clients accounts, and assist with back-office functions, recordkeeping and client reporting. Many of these services generally may be used to service all or a substantial number of HAM s accounts, including accounts not maintained at Schwab Institutional. Schwab Institutional also makes available to HAM other services intended to help HAM manage and further develop its business enterprise. These services may include consulting, publications and conferences on practice management, information technology, business succession, 8

regulatory compliance, and marketing. In addition, Schwab may make available, arrange and/or pay for these types of services rendered to HAM by independent third parties. Schwab Institutional may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to HAM. While as a fiduciary, HAM endeavors to act in its clients best interests, HAM s recommendation that clients maintain their assets in accounts at Schwab may be based in part on the benefit to HAM of the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Schwab, which creates a potential conflict of interest. Item 13 Review of Accounts All accounts will be reviewed quarterly by Mr. Harper for performance analysis and overall adherence with the investment philosophy employed by HAM. Account holdings will also be reviewed at any time changing market conditions warrant. All client accounts will be reviewed in the aggregation annually for revision of policy statement and resulting changes in preferences. Clients will receive either quarterly or annual performance reports, depending on their preference and qualification (i.e., level of manageable assets). These reports may be issued by the custodian of the client's assets. HAM will provide limited partners of the Fund with quarterly statements which will include performance returns. HAM will also provide limited partners of the Fund with an annual report, which will be audited, as provided in the partnership agreement. Item 14 Client Referrals and Other Compensation HAM does not receive or provide economic compensation to any outside party for client referrals. HAM does not provide any compensation to outside parties for advisory services rendered to HAM clients, and has no such relationships. Item 15 Custody Clients receive statements generally monthly but at least quarterly directly from their broker. HAM does not provide client brokerage or account custody, and all client accounts are held at a qualified outside custodian. HAM 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 9

from custodial statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities. HAM does, in cases in which a client grants such authority, have permission to debit client management fees from a client s account in accord with the client s investment advisory agreement. Some jurisdictions hold that such authority constitutes custody, and in such cases HAM may be deemed to have custody of client assets for that reason. Item 16 Investment Discretion Generally, HAM s clients have granted HAM complete discretion over the selection and amount of securities to be bought or sold for clients (within the parameters established by any agreements between the parties); HAM is not generally required to obtain the consent or approval of any client in connection with any investment transaction or decision. In most cases, HAM also has discretion over the selection of brokers and dealers ( brokerdealers ) to execute securities transactions for its clients and the negotiation of compensation arrangements with such broker-dealers. In addition to using broker-dealers as agents and paying commissions, HAM may cause clients to buy or sell securities directly from or to broker-dealers acting as principal (such as market-makers for over-the-counter securities) at prices that include markups or markdowns, and may buy securities from underwriters or broker-dealers in public offerings at prices that include compensation to the underwriters or broker-dealers. Item 17 Voting Client Securities HAM is typically agent of record for all issuer-related proxy and voting matters on behalf of clients, in all cases only when authorized by clients via the custodian. In such cases clients are not sent informational copies related to such matters. HAM s clients typically prefer to have HAM handle proxy voting, corporate reorg elections and other elections and prefer the reduced volume of related mail. HAM votes all proxies in the interest of the client and makes specific reorg/tender elections on the basis of what the firm feels is in the client s economic best interest. A conflict of interest exists in that affiliated accounts own the same securities as client accounts, and HAM could vote proxies in ways which benefit the manager over the interest of the client. Clients may notify HAM via email, phone or post if they have a specific proxy or voting request, in which case HAM will honor the client s request. Clients may obtain HAM s voting proxy policies and procedures or voting records upon request via email, phone or post. 10

Item 18 Financial Information Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about HAM s financial condition. HAM 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 Neither our firm, nor any of our Associated Persons are compensated for advisory services with performance-based fees. Please refer to the Performance-Based Fees and Side-By- Side Management section above for additional information on this topic. Neither our firm, nor any of our Associated Persons have any reportable arbitration claims, civil, self-regulatory organization proceeding or administrative proceeding. Principal Executive Officers Brian Harper, CFA, born 1977, is founder and president of HAM. Brian received a B.A. in Economics from Rollins College in 1999. Mr. Harper earned the CFA designation in 2003. Business Background 9/01 - Present Harper Asset Management, LLC, Boulder, CO Investment Advisor, Director 7/99-6/01 Morgan Stanley Dean Witter, Inc., Atlanta, GA Broker/Dealer, Registered Representative Jim Harper, a CPA, born 1946, joined HAM in 2010 and is a Senior Financial Advisor. Jim received a B.S. in Business Administration and an M.B.A. in Finance from the University of Florida. He is a former member of the University of Florida MBA advisory board and past Vice Chairman. Business Background 1/10 - Present Harper Asset Management, LLC, Boulder, CO Investment Advisor, Investment Advisor Representative 3/07 6/11 WM. H. Murphy & Co., Inc., Atlanta, GA Broker Dealer, Registered Representative 7/07 - Present Focus, LLC, Atlanta, GA Investment Bank, Managing Director 9/04-7/07 Focus Enterprises, Inc., Atlanta, GA Investment Bank, Partner 1/97-9/04 JC Harper & Associates, Atlanta, GA Investment Advisor, Owner 11