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KINGSVIEW ADV PART 2A
Kingsview Wealth Management, LLC (CRD 148107), brochure dated October 22, 2026. Text extracted from the firm's SEC Form ADV Part 2 brochure.
View firm on SEC ↗ · Current Form ADV (PDF) ↗
ITEM 1: COVER PAGE
Kingsview Wealth Management, LLC
Firm CRD#: 148107
509 SE 7th Street, 2nd Floor
Grants Pass, OR 97526
P. 541-291-4405
F. 541-291-4415
http://www.kingsview.com
Date of ADV Part 2A Disclosure: October 23, 2026
This brochure provides information about the qualifications and business practices of Kingsview
Wealth Management, LLC. If you have any questions about the contents of this brochure, please
contact us at: 541-291-4405, or by email: info@kingsview.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.
Additional information about Kingsview Wealth Management, LLC is available on the SEC’s
website at www.adviserinfo.sec.gov.
Registration as a registered investment advisor does not imply a certain level of skill or training.
ITEM 2: MATERIAL CHANGES
Material Changes since the Last Update
This Brochure has been updated to reflect certain changes to Kingsview Wealth Management,
LLC (“KWM” or the “Adviser”) since its last brochure update on March 30, 2026.
Item 4 – Advisory Business: Updated to reflect a change in the ownership and control structure
of Kingsview Partners, LLC, the parent company of Kingsview Wealth Management. As of
September 2026, the Lewis Family Trust and private investment vehicles affiliated with FTV
Capital collectively hold a controlling interest in Kingsview Partners, LLC.
KWM encourages all current and prospective clients to read this Brochure carefully and in its
entirety and to discuss any questions you may have with us.
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ITEM 3: TABLE OF CONTENTS
Item 1 - Cover Page
1
Item 2 - Material Changes
2
Item 3 - Table of Contents
3
Item 4 - Advisory Business
4
Item 5 - Fees and Compensation
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Item 6 - Performance-Based Fees
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Item 7 - Types of Clients
15
Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss
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Item 9 - Disciplinary Information
28
Item 10 - Other Financial Industry Activities and Affiliations
28
Item 11 - Code of Ethics
30
Item 12 - Brokerage Practices
31
Item 13 - Review of Accounts
33
Item 14 - Client Referrals and Other Compensation
34
Item 15 – Custody
37
Item 16 - Investment Discretion
37
Item 17 - Voting Client Securities
37
Item 18 - Financial Information
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ITEM 4: ADVISORY BUSINESS
Firm Description
Kingsview Wealth Management, LLC (“KWM” or the “Adviser”) is a registered investment
adviser with the Securities and Exchange Commission (“SEC”). Registration as a registered
investment adviser does not imply a certain level of skill or training. The firm was founded in
2008. KWM is a wholly owned subsidiary of Kingsview Partners, LLC (“Kingsview”). As of
September 2026, The Lewis Family Trust, along with private investment vehicles affiliated with
FTV Capital (“FTV”) hold a controlling interest in Kingsview.
Advisory Services Offered
KWM provides wealth management, financial planning and asset management services to our
clients. Our individualized wealth management investment advice is provided through our
Investment Adviser Representatives (“IARs”). Advice may be provided on a discretionary or non-
discretionary basis. For our planning clients, KWM advises clients regarding cash flow, college
planning, retirement planning, tax planning and estate planning. KWM does not act as a custodian
of client assets. KWM places trades for clients under a limited power of attorney arrangement.
Types of Advisory Services
KWM services its clients through two primary business units: wealth management through IARs
and our in-house asset management team, Kingsview Investment Management (“KIM”). Our
wealth management business focuses on providing holistic solutions to our client’s financial needs,
while our asset management business through KIM provides various investment strategies to
clients through registered investment companies, models, separately managed accounts and other
investment products that serve as the building blocks for our clients’ investment portfolios. Our
business units and investment products are described more fully below.
Wealth Management Strategies
Through our IARs, we provide financial planning, reporting, consulting, and investment advisory
services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations,
corporations and business entities. Generally, IARs manage client accounts on a discretionary
basis. Each IAR is either an employee of KWM or an independent contractor. The investment
management style can range from aggressive to conservative. At the discretion of the IAR, trades
may be made in traditional equities (stocks), fixed income instruments (bonds), equity and/or index
options, mutual funds, exchange-traded funds (“ETFs”), unit investment trusts, futures, options on
futures, or any other investment the IAR deems appropriate. Some investments utilized may
include the use of margin or leverage. A KWM IAR may also use KIM portfolios for an additional
fee, as detailed below.
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From time-to-time clients impose reasonable restrictions, limitations or other requirements with
respect to their individual accounts. Client accounts are tailored to address the specific goals,
objectives and constraints of each client. We consider a range of factors that can impact the
investment management process, including risk tolerance, investment time horizon, current and
future cash needs and such other circumstances deemed relevant.
As described below, we also provide our clients with access to third-party managers (each a “Third
Party Advisor”). This service provides clients access to a wide range of investment opportunities
and asset classes, including international equities, emerging market equities, global fixed income,
high-yield fixed income, private equity, commodities, hedge funds, structured notes and real
assets. By combining third-party managers with our in-house resources, we seek to optimize our
customized portfolio management capabilities for clients.
Kingsview Investment Management (“KIM”)
KWM has an internal portfolio management group known as Kingsview Investment Management
(“KIM”). KIM’s asset management services are offered to KWM clients through KWM IARs.
KIM asset management services are also offered to non-KWM clients and unaffiliated advisors
through model leases, promoter agreements, sub-advisory agreements and model trading
agreements. KWM clients utilizing asset management services provided by KIM will incur charges
in addition to the KWM advisory fee. As a result, KWM has a conflict of interest in recommending
KIM strategies. Lower fees for comparable services may be available from other sources. You are
not obligated to participate in KIM portfolios.
Registered Investment Companies
KWM offers certain KIM strategies via registered investment companies.
KWM serves as the investment adviser to the Monarch Funds, which are exchange-traded funds
(“ETFs”) registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”). KWM manages the assets of the Monarch ETFs in accordance with the
investment objectives, policies and restrictions as set forth in each respective prospectus. Except
as otherwise provided herein, clients that invest in Monarch ETFs will pay the fees applicable to
the fund in addition to our standard wealth management fee. As a result, KWM has a conflict of
interest in recommending our ETFs. Lower fees for comparable services may be available from
other sources. You are not obligated to invest in the Monarch ETFs.
Sub-Advisers
For the Monarch ETFs, KWM employs a Sub-Adviser. KWM delegates certain of the operational
responsibilities for the Monarch ETFs to the Sub-Adviser. KWM selects, monitors, and oversees
the performance of each Sub-Adviser.
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Investments Strategies and Trades Initiated by Clients
This non-discretionary service is a supplement to a client’s overall investment strategy. Clients
will do their own research and present their trading ideas and investment strategies to the IAR. The
IAR will help the client determine if the trades or trading strategies are going to help the client
reach their investment objectives.
The client may want to trade complex investment products and/or strategies. The client will be
solely responsible for the risks related to any client-sourced investments. Upon request, the IAR
may help the client execute the trades and provide ongoing monitoring of the investment.
Selection of Other Advisors
KWM has entered into agreements with third-parties offering managed account programs. Under
these agreements, the third-parties have agreed to provide various types of money management
programs and services to the clients of KWM.
Third Party Advisers – KWM enters into agreements with third-party advisers offering
managed account programs. Under these agreements, the third-party advisers have agreed to
provide various types of money management programs and services to the clients of KWM.
All third-party advisers whose managed account programs are utilized by KWM will be
licensed as investment advisers by their resident state or with the SEC.
KWM has entered into agreements with managed account programs for the provision of client
services. After gathering information about a client’s financial situation and investment
objectives, KWM may recommend a third-party advisor depending on the money
management services required by the client. The compensation of both KWM and the
managed account program is fully disclosed to each client in the program.
KWM may or may not maintain the authority to hire and terminate the services of each
managed account program employed by KWM.
Each program’s fees are established and payable in accordance with the Form ADV Part 2 or
other equivalent disclosure document of each managed account program selected by KWM.
Fees for these programs may or may not be negotiable by KWM.
Prior to rendering investment management services, KWM will ascertain, in conjunction with
the client, the client’s financial situation, risk tolerance, and investment objective(s).
Alternative Investment Products
KWM provides access to certain alternative investment products through its partnership with CAIS
Capital, LLC, an alternative investment platform for financial professionals who seek improved
access to and education about alternative investment funds and products. KWM IARs and certain
qualified clients have access to select strategies and products within private equity, real estate,
private credit, qualified opportunity zones, hedge funds and structured solutions.
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KWM also provides access direct to outside managers for select real estate exchange offerings for
DSTs and 1031 exchanges. Access is determined by product availability and client specific needs.
Tax and Estate Planning Services
KWM provides access to tax, estate and insurance reviews through its partnership with FP Alpha,
Inc. FP Alpha’s AI engine reviews existing tax, estate and insurance documents to identify
potential recommendations and action items to improve the client’s financial situation. KWM
does not provide tax or legal advice. All recommendations should be reviewed by the client’s tax
or legal professional(s) prior to implementation.
Financial Planning
A financial plan is created by a KWM IAR to help the client without ongoing investment
management after the financial plan is completed.
The financial plan may include, but is not limited to: a net worth statement; a cash flow statement;
a review of investment accounts, including reviewing asset allocation and providing repositioning
recommendations; strategic tax planning; a review of retirement accounts and plans including
recommendations; a review of insurance policies and recommendations for changes, if necessary;
one or more retirement scenarios; estate planning review and recommendations; and education
planning with funding recommendations.
Detailed investment advice and specific recommendations are provided as part of a financial plan.
Implementation of the recommendations is at the discretion of the client. A conflict of interest
exists because investment advice may involve investment advisory services for which KWM will
charge an asset under management fee in addition to the financial planning fee. Additional
conflicts of interest arise if the recommended plan involves the purchase of insurance products or
investments in commodity futures. This is due to KWM’s affiliations with properly licensed
entities, that are entitled to receive compensation for such transactions. The client is under no
obligation to follow the advisor’s recommendation. The client is under no obligation to affect the
transactions with KWM.
Ongoing Financial Consulting
KWM IARs may offer clients an ongoing financial consulting relationship, where the IAR
provides ongoing advice and guidance with respect to the implementation of a client’s overall
financial plan. This service is non-discretionary and can include investment advice and financial
planning.
Participant Account Management (Held Away Assets)
We use a third-party platform to facilitate management of held away assets such as defined
contribution plan participant accounts, with discretion. Kingsview does not have custody of client
funds since we do not have direct access to client log-in credentials to affect trades. Kingsview is
not affiliated with Pontera. Once client account(s) are connected to the platform, Adviser will
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review the current account allocations. Client account(s) will be reviewed periodically, and
allocation changes will be made as deemed necessary.
Retirement Plan Advisory Services
We provide investment advisory, consulting services, and educational seminars/workshops to
qualified and non-qualified retirement plans (the “Plans”) and their Plan participants. Any
investment advice provided will be tailored to the investment policies of the plans. We may assist
a plan in developing, modifying, and managing an investment policy statement (“IPS”) for our
clients.
We agree to provide investment advice on either a non-discretionary or discretionary basis. The
written Advisory Agreement that we enter with the Plan sponsor specifies the capacity in which
we have been engaged:
•
•
If a Plan sponsor selects non-discretionary investment advice, we would serve by providing
investment advice within the meaning of section §3(21)(A)(ii) of the Employee Retirement
Income Security Act of 1974 (“ERISA”) with respect to the specific investments we
recommend to you in connection with our services to the Plan, and only to the extent that
our investment recommendations are actually implemented by the Plan sponsor.
If the Plan sponsor selects discretionary investment advice, we serve as an investment
manager for the Plan within the meaning of ERISA § 3(38). Our fiduciary investment
responsibilities are limited to those of an investment manager.
We may provide periodic education support and investment workshops designed for the plan
participants, if provided for in our Agreement with the Plan Sponsor. Topics to be discussed will
be determined in conjunction with the Plan Sponsor and in accordance with guidelines established
in ERISA 404(c). The education support or investment workshops will not provide plan
participants with individualized, tailored investment advice or individualized, tailored asset
allocation recommendations.
Wrap Fee Programs
KWM does not provide or sponsor any Wrap Fee Programs.
Model Portfolio Provider (also known as Unified Managed Account Programs)
KWM provides certain KIM investment strategies via a model-based solution to other investment
advisers. As the model portfolio provider, KWM designs, monitors and updates the portfolio. The
investment advisers then implement the model portfolio for their clients and adjust the model
portfolio as recommended by KWM. KWM does not have trading discretion for accounts in this
structure.
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Other Services
Certain KWM personnel are registered representatives of an unaffiliated broker-dealer, Foreside
Fund Services, LLC (“Foreside”) and will engage in wholesaling and client service activities on
behalf of the Monarch ETFs. Any securities related sales activities are conducted exclusively
through Foreside.
Certain KWM personnel are registered representatives of an unaffiliated broker-dealer, The
Leaders Group, Inc. (“Leaders”). They will serve as representatives for certain variable insurance
products and provide client service activities.
Assets Under Management
As of December 31, 2025, KWM manages approximately $8,957,122,931, of which
$8,942,046,511 is on a discretionary basis and advises on an additional $554,176,497.
ITEM 5: FEES AND COMPENSATION
KWM bases its fees on a percentage of assets under management, hourly and fixed fees.
The annual advisory fee for both wealth and asset management services is negotiable. Because our
fee is based on a number of factors, certain current client relationships pay fees lower than the fee
schedule below.
Pre-paid financial planning fee refunds due to clients who have terminated in writing the service
before the end of the billing cycle will be issued a check within the first week of the next billing
cycle.
Wealth Management Fees:
Our wealth management fees are billed in advance or arrears as negotiated, based on the value of
the account or related accounts at the beginning of each billing period and are capped at 2.50%
annually, inclusive of any asset management fees charged by KWM.
The initial fee is based on the month clients begin using KWM’s wealth management
services. Depending on the specific agreement, fees will be deducted either monthly or quarterly
after the initial month. If billing is quarterly, it will be done on one of the following billing cycles:
1. Jan, Apr, Jul, Oct.
2. Feb, May, Aug, Nov.
3. Mar, Jun, Sep, Dec.
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The management fee is disclosed in the firm’s Investment Advisory Agreement (“IAA”).
Management fees will be deducted directly from client accounts.
Any unearned advisory fees collected from clients who subsequently terminate their contract
before the end of a billing cycle will be refunded. The effective date of termination shall be the
next month end following the notice of termination. Lower fees for comparable services may be
available from other sources.
KWM’s Standard Wealth Management Fee Schedule.
First $250,000 – 1.50% annual fee
Next $750,000 – 1.00% annual fee
Any amount over $1,000,000 – 0.75% annual fee
Fees are negotiable and are set at the discretion of the KWM IAR providing services. This fee is
exclusive of a KIM model fee, underlying investment fees or any third-party money manager fee.
KIM Asset Management Model Fees
The combined asset management and wealth management fees where clients employ a KIM model
are capped at 2.10% annually, based on the value of the account or related accounts at the
beginning of each month or quarter, depending on the specified fee schedule. Fee totals comprise
our wealth management fee and KIM model-based fees. These fees are the combined fee for the
IAR and KIM Portfolio manager’s services and will not exceed the annual cap.
Each KIM managed portfolio strategy has its own model fee schedule.
KIM CORE and Small Account Model
First $250,000 – 0.25% annual fee
Next $750,000 – 0.20% annual fee
Any amount over $1,000,000 – 0.15% annual fee
KIM Multi-Strategy and Tactical Allocation Models (TAM)
0.00% annual fee
KIM Select Subsector, KIM Volume Factor Global Unconstrained, KIM Volume Factor
Dividend Tree, KIM Tactical Core US, KIM Ambassador Income, KIM Blue Chips,
KIM Blue Chips Elite, KIM ProCap, KIM Sector Alpha, KIM Opportunity Income and
KIM Dividend Plus
First $250,000 – 0.60% annual fee
Next $750,000 – 0.50% annual fee
Any amount over $1,000,000 – 0.40% annual fee
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KIM Options Overlay Program
1.00% annual fee
KIM Custom Indexing (with Orion Portfolio Solutions, LLC)
0.30% annual fee
Monarch ETFs
The fees for the Monarch ETFs can be found in each ETF’s prospectus. These documents are
available online at www.monarchfunds.com.
Model Portfolio Provider
For model portfolio provider services, KWM receives a management fee which generally follows
the Financial Intermediary fee schedule above.
Investments Strategies and Trades Initiated by Clients
0.50% annual fee
Retirement Plan Advisory Services
We charge an annual fee as negotiated with the client and disclosed in the ERISA 3(21) Advisory
Agreement. The compensation method is explained and agreed upon in advance before any
services are rendered. Fees, if calculated based on the value of plan assets, range from 0.10% to
1.00% annually, or a flat dollar fee may be negotiated.
We charge an annual fee as disclosed in the 3(38) Agreement. The compensation method is
explained and agreed upon in advance before services are rendered. Fees are calculated on the
value of the plan assets, and are charged at 0.25%.
Participant Account Management (Held Away Assets)
For certain clients, KWM charges an advisory fee for services provided to the held away accounts
mentioned above in Item 4. This fee is deducted from an account under KWM’s management or
paid directly by the client on a quarterly or monthly basis depending on the billing cycle as outlined
in the client’s advisor agreement. Fees are typically based on the assets within these held away
accounts and are charged according to the valuation of the accounts at the close of the quarter or
month as valued by the account custodian. Fees will typically be based on the client’s full portfolio
value, including the held away accounts.
Third-Party Advisors.
The client will pay additional fees for services provided by the third-party advisor.
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Financial Planning
The fee starts at $0 and is negotiable. We may also charge an hourly rate.
In the event that the client’s situation is substantially different than disclosed at the initial meeting,
a revised fee will be provided for mutual agreement. The client must approve the change of scope
in advance of the additional work being performed when a fee increase is necessary.
Fees are usually deducted from a designated client account to facilitate billing. The client must
consent in advance to direct debiting of their investment account. 50% of the estimated fee is due
upon signing of agreement. Payment of the remaining balance is expected upon completion of the
financial plan.
If KWM does not manage a client’s assets, 50% of the estimated fee is due upon signing of
agreement. Payment of the remaining balance is expected upon financial plan completion.
Ongoing Investment Consulting
The fee range is from $500 to $12,500 per quarter based on the value of the assets under
advisement. Advisor will not exercise discretion over these accounts or enter any trades. The
advisor will consult with the client in person, by phone and/or email on an ongoing basis. The fee
is negotiable.
Fees are billed either quarterly or annually in advance. A fee schedule will be supplied to the client
with the investment consulting contract. Fees will be refunded on a pro-rata basis upon written
notice of termination.
Other Fees
Our fees are exclusive of administration expenses, brokerage commissions, transaction fees,
fund expenses and other related costs and expenses which shall be incurred by a client.
Custody fees will vary depending on the custodian. All brokerage charges and related
transaction costs are charged to the account(s) as they occur. Clients incur certain charges
imposed by custodians, brokers, Third Party Advisors 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.
When beneficial to the client, certain transactions may be effected through brokers other than
the account custodian, in which event, except in situations in which the custodian has waived
the additional fee, the client generally will incur both the fee (commission, mark-
up/markdown) charged by the executing broker and a separate “trade-away,” “step-out”
and/or prime broker fee charged by the custodian. Clients should review custodial agreements
for additional detail on the fees charged.
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Private funds, mutual funds, closed-end funds, ETFs, structured products, and other pooled
investment vehicles are subject to commissions, fees and expenses which are disclosed in the
fund’s prospectus or offering documents. Such charges, fees and commissions are exclusive
of and in addition to our advisory fee. Clients may be charged a sales load for any mutual
funds where applicable.
Many funds offer multiple share classes available for investment based upon certain eligibility
and/or purchase requirements. For instance, in addition to more commonly offered retail
mutual fund share classes (typically, Class A (including load-waived A shares), B and C
shares for mutual funds), some funds offer institutional share classes or other share classes
specifically designed for purchase by an account for a fee-based investment advisory program.
These share classes commonly feature higher transaction costs and/or minimum purchase
criteria that limit availability to larger transactions. KWM and its affiliates are not obligated
to aggregate client investments for purposes of meeting institutional share class criteria or
similar eligibility requirements. Accordingly, clients may not be invested in the share class
(regardless of the type of fund structure – e.g., mutual fund, closed-end fund, hedge fund,
private equity fund or other investment vehicle) with the lowest fees and/or lowest expense
ratio for which a client may otherwise qualify.
Accounting Fee
KWM requires all accounts under management to be included in our accounting and
performance reconciliation system. Each account will be assessed a flat, per quarter charge of
up to $15.00, or monthly charge up to $5.00. This fee will be billed simultaneously with
quarterly or monthly advisory fees and included within the total fees debited from the client’s
account.
Past Due Accounts and Termination of Agreements
KWM reserves the right to stop work on any account that is more than 45 days overdue. In
addition, KWM reserves the right to terminate any financial planning engagement where a
client has willfully concealed or has refused to provide pertinent information about financial
situations when necessary and appropriate, in KWM’s judgment, to providing proper financial
advice.
Conflicts of Interest
KWM charges different fees for its various services and products. This creates an incentive
for KWM to guide clients to products and services that generate higher fees for KWM.
Additionally, when allocating investment opportunities among its investment programs,
products, and clients, KWM has an incentive to favor the investment programs, products, and
clients that generate the most revenue for the firm, including its asset management products
provided by KIM.
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Our IARs select the relevant policy benchmarks for certain types of clients, which may
include affiliated products and other unaffiliated investment products. Although our IARs do
not receive any direct compensation for allocating client assets to affiliated products, IARs
nevertheless have a conflict of interest in making such recommendations to the extent overall
firm revenues increase.
Sales Based Compensation
As permitted by applicable law, KWM may compensate employees for business development
activity, including the attraction or retention of client assets. Certain employees of KWM are
registered representatives of an unaffiliated registered broker-dealer (see Item 10). Currently,
these registered representatives do not receive transaction-based compensation from the
broker-dealer for the sale of securities.
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-
SIDE MANAGEMENT
KWM’s fees are not based on a share of the capital gains or capital appreciation of managed
securities.
KWM does not use a performance-based fee structure because of the potential conflict of interest.
KWM simultaneously manages the portfolios of the Monarch ETFs and KIM SMAs according to
the same or similar investment strategy (i.e., side-by-side management). The simultaneous
management of these different investment products creates certain conflicts of interest, as the fees
for the management of certain types of products are higher than others. Nevertheless, when
managing the assets of such accounts, KWM seeks to treat all such accounts fairly and equitably
over time.
Although KWM seeks to treat all portfolios within an investment strategy fairly and equitably over
time, such portfolios will not necessarily be managed the same at all times. Specifically, there is
no requirement that KWM will use the same investment practices consistently across all portfolios.
KWM will not necessarily purchase or sell the same securities at the same time or in the same
proportionate amounts for all eligible portfolios, and a client’s performance will not necessarily
be reflective of the performance of a separate account managed using a similar strategy, due to a
variety of factors including differences in cash flows and the timing of trading. As a result,
although KWM manages multiple portfolios with similar or identical investment objectives and
manages accounts with different objectives that trade in the same securities, the portfolio decisions
relating to these accounts, and the performance resulting from such decisions, will differ from
portfolio to portfolio.
From time to time, certain clients may invest in private investments or limited investment
opportunities. The allocation of these investments across client portfolios is generally not executed
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on a pro rata basis as a number of factors will determine whether the private or limited offering is
appropriate or suitable for a client. Accordingly, such opportunities may be allocated based on
another approach, including random selection, selection based on account size or another
methodology. Factors which may impact the allocation, include but are not limited to account size,
liquidity, investor qualification and risk tolerance. We note that private investments or limited
investment opportunities may not be appropriate for smaller accounts, depending on factors such
as minimum investment size, account size, risk, and diversification requirements, and accordingly
may not be allocated such investments.
ITEM 7: TYPES OF CLIENTS
KWM generally provides personalized, confidential financial planning and investment
management services to individuals, pension and profit-sharing plans, registered investment
companies, endowments, trusts, and small businesses.
Client relationships vary in scope and length of service.
Account Minimums
The minimum relationship size is $25,000 of assets under management. Minimum account sizes
for the KIM SMAs vary between $5,000 and $250,000 by strategy.
KWM has the discretion to waive the account minimum.
ITEM 8: METHODS OF ANALYSIS, INVESTMENT
STRATEGIES AND RISK OF LOSS
Methods of Analysis
The security analysis methods may include charting, fundamental analysis, technical analysis, and
cyclical analysis. The main sources of information used to determine strategies, courses of action,
allocations, include financial newspapers and magazines, inspections of corporate activities,
research materials prepared by others, corporate rating services, timing services, annual reports,
prospectuses, filings with the SEC, the internet and company press releases.
Investing in securities involves certain investment risks. Securities may fluctuate in value or lose
value. Clients should be prepared to bear the potential risk of loss. KWM will assist clients in
determining an appropriate strategy based on their tolerance for risk and other factors noted above.
However, there is no guarantee that a client will meet their investment goals.
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Each client engagement will entail a review of the client's investment goals, financial situation,
time horizon, tolerance for risk and other factors to develop an appropriate strategy for managing
a client's account. Client participation in this process, including full and accurate disclosure of
requested information, is essential for the analysis of a client's account. KWM shall rely on the
financial and other information provided by the client or their designees without the duty or
obligation to validate the accuracy and completeness of the provided information. It is the
responsibility of the client to inform KWM of any changes in financial condition, goals or other
factors that may affect this analysis.
Investment Strategies
Wealth Management Strategies
Strategies may include long-term purchases, short-term purchases, trading, short sales, margin
transactions, and option writing (including covered options, uncovered options or spreading
strategies). The investment strategy is developed by the individual IAR, reviewed by KWM
management before it is presented to the client.
KWM IARs generally employ investment strategies that involve domestic equity and international
market risks.
Certain strategies pursued above may involve foreign risks, currency conversion risks, leverage,
and other risks. Clients should read all material and understand the risks prior to making an
investment. Certain strategies may have significant embedded risks that may compound gains and
losses. Please remember that different types of investments involve varying degrees of risk,
including the possible loss of principal and that past performance may not be indicative of future
results. Therefore, it should not be assumed that future performance of any specific investment or
investment strategy (including the investments and/or investment strategies undertaken by KWM
IARs) will be profitable.
KWM uses Mutual Funds, Equities, Fixed Income, Exchange Traded Funds (ETFs), Real Estate,
Hedge Funds, Private Equity Funds, Venture Capital Funds, Private Placements, Commodities,
Options, Non-US Securities, Index Funds, Derivatives, Inverse and Leveraged ETFs, Publicly
Traded Master Limited Partnerships, Futures Contracts, Exchange Traded Notes, Closed-End
Funds, Unit Investment Trusts, Non-Traded Real Estate Investment Trusts, and Multi-Strategy
Funds to accomplish the client’s objective. KWM may recommend investments, such as Private
Placements to Accredited Investors.
Kingsview Investment Management Models
KIM Volume Factor Global Unconstrained (“VFGU”)
KIM VFGU analyzes capital inflows (the volume factor) in an attempt to identify and invest
in the areas or sectors of the market that appear strongest relative to the S&P 500 Index. The
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portfolio also utilizes a proprietary risk management overlay to measure the threat level of
bear market cycles and accordingly reposition towards cash equivalents.
KIM Volume Factor Dividend Tree (“VFDT”)
KIM VFDT analyzes capital inflows (the volume factor) in an attempt to identify and invest
in companies within the domestic market that are growing dividends. The portfolio also
utilizes a proprietary risk management overlay to measure the threat level of bear market
cycles and accordingly reposition a portion of the portfolio towards fixed income.
KIM Tactical Core US
The underlying premise of the KIM Tactical Core US portfolio is that equity prices are driven
by changes in investor risk premiums and that these premiums vary with the business
cycle. By gauging a combination of momentum measures, economic data and yield curve
dynamics, the portfolio seeks to assess changes in risk premiums in order to participate in
equities during rallies and move defensively to bonds when weaker market conditions are
anticipated.
KIM Small Account Models (“SAM”)
KIM Small Account Models are a diversified strategic asset allocation that via tracking
software are rebalanced quarterly to target allocations by the portfolio manager provided the
trades make economic sense. This investment program’s major risks of loss are market risk,
inflation risk and interest rate risk. Considering the diversified nature of these investment
portfolios, there is a lesser risk of loss due to currency fluctuations and business risks.
KIM CORE
Once the KIM CORE portfolio is established, the positions are entered into the KWM
proprietary tracking program. The tracking program automatically monitors each account’s
exchange traded funds positions in real time and alerts the investment manager when the
current allocations have varied from the target allocations by a preset percentage. When this
condition occurs, the investment manager generally makes adjustments by selling those
securities that are overweighted and buys those that are underweighted. These adjustments
may not be made if, at the discretion of the investment manager, the trades do not make
economic sense due to the small size of the trades. This investment program’s major risks of
loss are market risk, inflation risk and interest rate risk. Considering the diversified nature of
these investment portfolios, there is a lesser risk of loss due to currency fluctuations and
business risks.
KIM Multi Strategy Portfolio Series (“Multi-Strat”)
KIM Multi-Strat offers a range of diversified positioning through manager style
diversification in strategic, active and tactical approaches. This investment program’s major
risks of loss are market risk, inflation risk and interest rate risk. Considering the diversified
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nature of these investment portfolios, there is a lesser risk of loss due to currency fluctuations
and business risks.
KIM Tactical Allocation Model Portfolio Series (“TAM”)
KIM Tactical Allocation Models seek to utilize tactically managed investment choices to
invest in areas of the market garnering capital flows. The goal is to provide multi-layered
downside protection using a proprietary risk overlay and defined outcome ETFs. TAM is
designed for investors seeking a tactical approach to investing, including investments with
capped upside and periods of increased cash and fixed income allocations.
KIM Ambassador Income
KIM Ambassador Income is an alternative to traditional fixed income allocations where more
in-depth analysis is performed on interest rate policy and shape and poise of the yield curve
to find investments that may be more attractive than conventional bond indices. This
investment program’s major risk of loss is primarily due to interest rate risk but also is affected
by market risk and inflation risk.
KIM Blue Chips
KIM Blue Chips focuses on the goal of picking the best areas of the equity market and
avoiding the worst ones via individual stock positions which track company fundamentals.
When conditions change with respect to our holdings, new positions are initiated and trades
are performed. This investment program’s major risks of loss are market risk, inflation risk
and interest rate risk.
KIM Blue Chips Elite
KIM Blue Chips Elite focuses on the goal of picking the best areas of the equity market and
avoiding the worst ones via a group of concentrated stock positions which track company
fundamentals. When conditions change with respect to our holdings, new positions are
initiated and trades are performed. This investment program’s major risks of loss are market
risk, inflation risk and interest rate risk.
KIM Opportunity Income
KIM Opportunity Income analyzes the spread between short- and long-term US treasury
bonds in an attempt to optimize allocations to a variety of fixed income sectors. The portfolio
seeks to provide yield and risk-adjusted returns that exceed that of the standard aggregate
bond market. This investment program’s major risk of loss is primarily due to fixed income
risk and interest rate risk but also is affected by market risk and inflation risk.
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KIM ProCap
KIM ProCap uses exchange traded funds to express our opinion on the overall state of the
economy through interruption of macroeconomic data points like employment and output.
The portfolio seeks to provide opportunistic positioning in equity and other risk assets during
economic and market expansions and cash and fixed income during contractions. This
investment program’s major risks of loss are market risk, inflation risk and interest rate risk.
Considering the diversified nature of these investment portfolios, there is a lesser risk of loss
due to currency fluctuations and business risks.
KIM Sector Alpha
KIM Sector Alpha portfolio uses macroeconomic data points like employment and output
trends from the 10 sectors of the S&P 500 (and their various subsectors) to determine the best
areas for investment. The analysis is performed with the goal of picking the best overall
sectors of the equity market and avoiding the worst ones that are showing least amounts of
growth and price appreciation. This investment program’s major risks of loss are market risk,
inflation risk and interest rate risk.
KIM Select Subsector
KIM Select Subsector portfolio uses macroeconomic data points like employment and output
trends from the available sectors and subsectors of the S&P 500 to determine the best areas
for investment. The analysis is performed with the goal of picking the best overall subsectors
and sectors of the equity market and avoiding the worst ones that are showing the least
amounts of growth and price appreciation. This investment program’s major risks of loss are
market risk, inflation risk and interest rate risk.
KIM Dividend Plus
The KIM Dividend Plus portfolio focuses its selections on dividend paying stocks that
historically increase their dividends while also providing above average growth to their annual
cash flow. Relying on fundamental factors that are measured in real-time serves to guide the
direction of investment. The analysis is performed on the Russell 1000 with the portfolio
generally leading to investment in large cap “value” stocks.
KIM Options Overlay Program
The KIM Options Overlay Program can use either covered calls, protected puts or a
combination thereof to help manage concentrated stock positions in client accounts. The goal
of the program is to maintain existing equity exposure with the possibility of increased
income and reduced volatility at the cost of lower growth potential in a rising market or
downside protection in a falling market depending on the specific options strategy employed.
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KIM Custom Indexing (with Orion Portfolio Solutions, LLC)
The KIM Custom Indexing Program designed to help improve “after tax” client returns and
reduce taxes through proactive and ongoing tax loss harvesting, tax-effective transitions of
concentrated position accounts to a specified benchmark using capital gains budgets and that
seek to align with the client’s unique needs, values and goals.
Monarch ETFs
KWM is the investment adviser to the Monarch ETFs. The objectives of the Monarch ETFs are
substantially similar to those listed above for the corresponding SMA. For a complete list of
strategy descriptions, investment objectives, risks, disclosures and fee information, please view
the prospectuses available online at www.monarchfunds.com.
Investment Strategies and Trades Initiated by Clients:
Strategies may include long-term purchases, short-term purchases, trading, short sales, margin
transactions, futures, and option writing (including covered options, uncovered options or
spreading strategies). The investment strategy is developed by the client, with ongoing
management advice from the IAR.
The IAR will not offer investment advice on the merits of individual trades chosen by the client.
The IAR will help the client understand how the strategy is designed to work; the risk and type of
loss associated with each trade and will provide ongoing advice as to how these investments fit
into the overall investment portfolio. Clients assume the risks related to any trade initiated by the
client.
Risk of Loss
All investment programs have certain risks that are borne by the investor, including the risk of
loss. Our investment approach constantly keeps the risk of loss in mind. Clients face the following
investment risks:
Interest Rate Risk: Fluctuations in interest rates may cause investment prices to fluctuate. For
example, when interest rates rise, yields on existing bonds become less attractive, causing their
market values to decline.
Market Risk: The price of a security, bond, or mutual fund may drop in reaction to tangible and
intangible events and conditions. This type of risk is caused by external factors independent of a
security’s particular underlying circumstances. For example, political, economic and social
conditions may trigger market events.
Inflation Risk: When any type of inflation is present, a dollar today will not buy as much as a dollar
next year, because purchasing power is eroding at the rate of inflation.
Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against
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the currency of the investment’s originating country. This is also referred to as exchange rate risk.
Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested
at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income
securities.
Business Risk: These risks are associated with a particular industry or a particular company within
an industry. For example, oil-drilling companies depend on finding oil and then refining it, a
lengthy process, before they can generate a profit. They carry a higher risk of profitability than an
electric company, which generates its income from a steady stream of customers who buy
electricity, no matter the economic environment.
Liquidity Risk: Liquidity is the ability to readily convert an investment into cash. Generally, assets
are more liquid if many traders are interested in a standardized product. For example, Treasury
Bills are highly liquid, while real estate properties are not.
Financial Risk: Excessive borrowing to finance a business’ operations increases the risk of
profitability, because the company must meet the terms of its obligations in good times and bad
times. During periods of financial stress, the inability to meet loan obligations may result in
bankruptcy and/or a declining market value.
Allocation Risk: The risk that if the strategy’s determination for allocating assets among different
asset classes does not work as intended, the strategy may not achieve its objective or may
underperform other strategies with the same or similar investment strategy.
Concentration Risk: To the extent that the KWM’s strategies are concentrated in or significantly
exposed to a particular sector, the strategies will be susceptible to loss due to adverse occurrences
affecting that sector. The strategies will be subject to the risk that economic, political or other
conditions that have a negative effect on these sectors may adversely affect the strategies to a
greater extent than if the strategies’ assets were invested in a wider variety of sectors or industries.
Diversification Risk: A client’s portfolio may be limited to only a few investments. The client’s
performance may be more sensitive to any single economic, business, political or regulatory
occurrence than the value of a more diversified client portfolio.
Fixed Income Risk: A client may invest in fixed income securities, directly or through ETFs. The
credit quality rating of securities may be lowered if an issuer’s financial condition deteriorates and
issuers may default on their interest and/or principal payments. Typically, a rise in interest rates
causes a decline in the value of fixed income securities.
Turnover Risk: A higher portfolio turnover will result in higher transactional and brokerage costs
and may result in higher taxes when a client’s investments are held in a taxable account.
U.S. Government Securities Risk: Although U.S. Government securities are considered among the
safest investments, they are not guaranteed against price movements due to changing interest rates.
Obligations issued by some U.S. Government agencies are backed by the U.S. Treasury, while
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others are backed solely by the ability of the agency to borrow from the U.S. Treasury or by the
agency’s own resources.
Strategy Risks: The ability of KWM to meet a client’s investment objective is directly related to
KWM’s proprietary investment process. The business of investing in securities is highly
competitive and the identification of attractive investment opportunities is difficult and involves a
high degree of uncertainty. KWM’s reliance on its strategy and judgments about the attractiveness,
value and potential appreciation of particular securities may prove to be incorrect and may not
produce the desired results.
Margin, Options and Short Sale Risks: KWM’s use of short sales, margin transactions, and options
trading generally holds greater risk of capital loss. Clients should be aware that there is a material
risk of loss using any investment strategy.
Margin Borrowing Risk: The use of short-term margin borrowings may result in certain additional
risks to a client. For example, if securities pledged to brokers to secure a client’s margin accounts
decline in value, the client could be subject to a “margin call”, pursuant to which it must either
deposit additional funds with the broker or be the subject of mandatory liquidation of the pledged
securities to compensate for the decline in value.
Short Sale Risk: A short sale involves the sale of a security that the client does not own in the hope
of purchasing the same security at a later date at a lower price. To make delivery to the buyer, the
client must borrow the security and is obligated to return the security to the lender, which is
accomplished by a later purchase of the security. The client realizes a profit or a loss as a result of
a short sale if the price of the security decreases or increases respectively between the date of the
short sale and the date on which the client covers its short position, i.e., purchases the security to
replace the borrowed security. A short sale involves the theoretically unlimited risk of an increase
in the market price of the security that would result in a theoretically unlimited loss.
Alternatives Risk: Alternative investment products involve a high degree of risk and may hold non-
traditional investments and employ complex trading strategies including leverage through the use
of derivatives. Investments in derivatives may be riskier than other types of investment, may be
more susceptible to changes in economic or market conditions and may lead to greater volatility.
Investors considering alternatives should be aware of their unique characteristics and additional
risks. Investments in foreign currencies are subject to political and economic risks, civil conflicts
and war and greater volatility. Currency rates in foreign countries may fluctuate significantly over
short periods of time for a number of reasons, including changes in interest rates, imposition of
currency controls and economic or political developments in the U.S. or abroad. A decision as to
whether, when and how to use futures or forwards involves the exercise of skill and judgment and
even a well-conceived transaction may be unsuccessful due to market behavior or unexpected
events. Derivatives may be more volatile and less liquid than traditional investments and are
subject to market, credit, interest rate, leverage and counterparty risks. An investment in
derivatives may lose more than the amount invested. Traditional alternative investment products,
including private equity and venture capital, involve a high degree of risk, often engage in
leveraging and other speculative investment practices that may increase the risk of investment loss,
can be highly illiquid, are not required to provide periodic pricing or valuation information to
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investors, are not subject to the same regulatory requirements as mutual funds, often charge high
fees which may offset any trading profits, and in many cases the underlying investments are not
transparent and are known only to the investment manager. Alternative investment performance
can be volatile. An investor could lose all or a substantial amount of his or her investment. There
is often no secondary market for an investor's interest in alternative investments, and none is
expected to develop. There may be restrictions on transferring interests in any alternative
investment.
Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S.
investments, including adverse fluctuations in foreign currency values, adverse political, social
and economic developments, less liquidity, greater volatility, less developed or less efficient
trading markets, political instability and differing auditing and legal standards.
Emerging Market Risk: Emerging market countries may have relatively unstable governments,
weaker economies and less-developed legal systems with fewer security holder rights. Emerging
market economies may be based on only a few industries and security issuers may be more
susceptible to economic weakness and more likely to default. Emerging market securities also
tend to be less liquid.
The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked
Bonds) are not guaranteed or insured by the “Federal Deposit Insurance Corporation” (“FDIC”)
or any other government agency.
Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose
money investing in mutual funds. All mutual funds have costs that lower investment returns. They
can be of bond “fixed income” nature or stock “equity” nature.
Equity: Investment in equities generally refers to buying shares of stocks in return for receiving a
future payment of dividends and capital gains if the value of the stock increases. The value of
equity securities may fluctuate in response to specific situations for each company, industry market
conditions and general economic environments.
Fixed Income: Investments in fixed income generally pay a return on a fixed schedule, though the
amount of the payments can vary and include corporate and government debt securities, leveraged
loans, high yield, and investment grade debt and structured products, such as mortgage and other
asset-backed securities, although individual bonds may be the best known type of fixed income
security. In general, the fixed income market is volatile, and fixed income securities carry interest
rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more
pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity
risk, call risk and credit and default risks for both issuers and counterparties. The risk of default
on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury
defaulting (extremely unlikely); however, they carry a potential risk of losing share price value,
albeit rather minimal. Risks of investing in foreign fixed income securities also include the general
risk of non-U.S. investing described below.
Exchange Traded Fund (“ETF”): An ETF is an investment fund traded on stock exchanges,
similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss
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in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in
products and increasing complexity, conflicts of interest, and the possibility of inadequate
regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed
“electronic shares” not physical metal) specifically may be negatively impacted by several unique
factors, among them (1) large sales by the official sector which own a significant portion of
aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging
activities by producers of gold or other precious metals, (3) a significant change in the attitude of
speculators and investors.
Real Estate: Real Estate funds (including Real Estate Investment Trusts [“REITs”]) face several
kinds of risk that are inherent in the real estate sector, which historically has experienced
significant fluctuations and cycles in performance. Revenues and cash flows may be adversely
affected by: changes in local real estate market conditions due to changes in national or local
economic conditions or changes in local property market characteristics; competition from other
properties offering the same or similar services; changes in interest rates and in the state of the
debt and equity credit markets; the ongoing need for capital improvements; changes in real estate
tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies;
adverse changes in zoning laws; the impact of present or future environmental legislation and
compliance with environmental laws.
Hedge Funds: Hedge Funds often engage in leveraging and other speculative investment practices
that may increase the risk of investment loss; can be highly illiquid; are not required to provide
periodic pricing or valuation information to investors; may involve complex tax structures and
delays in distributing important tax information; are not subject to the same regulatory
requirements as mutual funds; and often charge high fees. In addition, hedge funds may invest in
risky securities and engage in risky strategies.
Private Equity (“PE”) Funds: In addition to the risks associated with hedge funds, there are risks
specifically associated with investing in private equity. Capital calls can be made on short notice,
and the failure to meet capital calls can result in significant adverse consequences, including but
not limited to a total loss of investment.
Venture Capital (“VC”) Funds: VC Funds invest in start-up companies at an early stage of
development in the interest of generating a return through an eventual realization event; the risk is
high as a result of the uncertainty involved at that stage of development.
Private Placements: Private Placements carry a substantial risk as they are subject to less
regulation than are publicly offered securities, the market to resell these assets under applicable
securities laws may be illiquid, due to restrictions, and liquidation may be taken at a substantial
discount to the underlying value or result in the entire loss of the value of such assets.
Commodities: Commodities are tangible assets used to manufacture and produce goods or
services. Commodity prices are affected by different risk factors, such as disease, storage capacity,
supply, demand, delivery constraints and weather. Because of those risk factors, even a well-
diversified investment in commodities can be uncertain.
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Options: Options are contracts to purchase a security at a given price, risking that an option may
expire out of the money resulting in minimal or no value. An uncovered option is a type of options
contract that is not backed by an offsetting position that would help mitigate risk. The risk for a
“naked” or uncovered put is not unlimited, whereas the potential loss for an uncovered call option
is limitless. Spread option positions entail buying and selling multiple options on the same
underlying security, but with different strike prices or expiration dates, which helps limit the risk
of other option trading strategies. Option writing also involves risks including but not limited to
economic risk, market risk, sector risk, idiosyncratic risk, political/regulatory risk, inflation
(purchasing power) risk and interest rate risk. A put (or “put option”) is an option to sell assets at
an agreed price on or before a particular date, and permit investors to hedge an investment they
own or speculate in an investment they don’t own (i.e., a naked put). The seller’s potential loss on
a naked put can be substantial. If the stock falls all the way to zero (bankruptcy), his loss is equal
to the strike price (at which he must buy the stock to cover the option) minus the premium received.
Non-U.S. Securities: Foreign securities present certain risks such as currency fluctuation, political
and economic change, social unrest, changes in government regulation, differences in accounting
and the lesser degree of accurate public information available.
Index Funds: Index Funds employ a strategy that aims to replicate the movements of an index of
a specific financial market (which may include debt securities), or a set of rules of ownership that
are held constant, regardless of market conditions. Products that utilize an index tracking strategy
may suffer a risk of loss, including as a result of tracking error. Imperfect correlation between a
portfolio of securities and those in the underlying index, rounding of prices, changes to the
underlying index and regulatory requirements may cause tracking error, which is the divergence
of the portfolio’s performance from that of the underlying index. This risk may be heightened
during times of increased market volatility or other unusual market conditions. Tracking error also
may result because a portfolio incurs fees and expenses while the underlying index does not.
Derivatives: Derivatives gain their value from an underlying asset, commodity, or instrument
(“underlying”) and therefore can result in large losses because of the use of leverage, or borrowing.
Derivatives allow investors to earn large returns from small movements in the underlying’s price.
However, investors could lose large amounts if the price of the underlying moves against them
significantly.
Inverse Exchange Traded Funds (“Inverse ETFs”): Inverse ETFs are designed to produce the
inverse returns on a daily basis of whatever index they are tracking. For example, if the S&P 500
were to fall 10% in a given day, an S&P 500 inverse ETF would be up 10% that same day. Because
inverse ETFs “reset” daily, their performance over longer periods of time -- over weeks or months
or years -- can differ significantly from the performance (or inverse of the performance) of their
underlying index or benchmark during the same period of time. This effect can be magnified in
volatile markets.
Leveraged Exchange Traded Funds (“Leveraged ETFs”): A Leveraged ETF is an investment
fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss
(sometimes up to a 100% loss in the case of a stock holding bankruptcy). Leverage provides
additional risk, as any losses sustained will constitute a greater percentage of principal than if
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leverage had not been employed. Additionally, if losses occur, the value of the account may fall
below the lender’s threshold thereby forcing the account holder to devote more assets to the
account or sell assets over a shorter time frame than desired. Areas of concern for ETFs include
the lack of transparency in products and increasing complexity, conflicts of interest, and the
possibility of inadequate regulatory compliance. Precious Metal ETFs (e.g., Gold, Silver, or
Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively
impacted by several unique factors, among them (1) large sales by the official sector which own a
significant portion of aggregate world holdings in gold and other precious metals, (2) a significant
increase in hedging activities by producers of gold or other precious metals, (3) a significant
change in the attitude of speculators and investors.
Publicly Traded Master Limited Partnership (“MLP”): MLPs own pipelines, storage tanks,
and other cash-generating energy infrastructure and give practically all their income to
shareholders in the form of distributions. They are structured differently from typical corporations
and operate in a highly technical industry, and in some cases may use management incentive
payments that encourage executives to take on more debt, which may increase the risk to investors.
Furthermore, because production from shale drilling declines faster than that of crude from
traditional wells, the high value and return of MLPs may not be sustained, and investors could lose
money.
Futures: Futures are agreements to buy or sell a specific amount of a commodity or a financial
instrument at a particular price on a stipulated future date. Futures trading involves a high amount
of leverage, with a relatively small amount of money used to establish a position in assets having
a much greater value, and may involve significant losses during a very short period of time.
Exchange Traded Note (“ETN”): ETNs are unsecured, unsubordinated debt securities that were
first issued by Barclays Bank PLC. This type of debt security differs from other types of bonds
and notes because ETN returns are based upon the performance of a market index minus applicable
fees, no period coupon payments are distributed, and no principal protections exists. The purpose
of ETNs is to create a type of security that combines both the aspects of bonds and exchange traded
funds (ETF). Similar to ETFs, ETNs are traded on a major exchange, such as the NYSE during
normal trading hours. However, investors can also hold the debt security until maturity. At that
time the issuer will give the investor a cash amount that would be equal to principal amount
(subject to the day's index factor). One factor that affects the ETN's value is the credit rating of the
issuer. The value of the ETN may drop despite no change in the underlying index, instead due to
a downgrade in the issuer's credit rating
Closed-End Fund (“CEF”) and Business Development Company (“BDC”): CEFs and BDCs
are registered investment companies, like mutual funds. They carry the risk of capital loss and thus
you may lose money. Like mutual funds, they have costs that lower investment returns. They can
be of bond “fixed income” nature or stock “equity” nature (mentioned below). They have liquidity
risks that mutual funds do not.
Unit Investment Trust (“UIT”): UITs will, generally speaking, inherit the risks of the underlying
securities, and may not be appropriate for investors seeking capital preservation. Complex UITs
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are subject to a number of risks that include increased volatility and greater potential for loss, and
are not suitable for all investors.
American Depositary Receipt (“ADR”): An ADR is a negotiable security that represents
securities of a non-U.S. company that trades in the U.S. financial markets, which has certain of the
same risks as investing directly in non-U.S. securities.
Non-Traded Real Estate Investment Trust (“REIT”): Non-Traded REITs have additional risks
resulting from their relative illiquidity. Furthermore, nontraded REITs typically have higher fees
than traditional REITs. Additionally, nontraded REITs lack mark-to-market pricing, an accounting
practice that provides investors with an appraisal of a company's assets at the current market price.
Multi-Strategy Funds: Multi-Strategy Funds engage in a variety of investment strategies. The
diversification benefits help to smooth returns, reduce volatility and decrease asset-class and
single-strategy risks. Strategies adopted in a multi-strategy fund may include, but are not limited
to, convertible bond arbitrage, equity long/short, statistical arbitrage and merger arbitrage.
Variable Annuities Risk: A variable annuity is a long-term investment primarily designed for
retirement or another long-range goal that provides you the opportunity to accumulate assets on a
tax-deferred basis. Variable annuities subaccounts are subject to investment risk, and it is possible
for the annuity to lose value. Like mutual funds, you bear the investment risk for amounts allocated
to the variable subaccounts that make up the underlying product. Additionally, annuity assets are
subject to the claims-paying ability and financial strength of the issuing insurance company.
Therefore, you should consider your ability to sustain investment losses during periods of market
volatility. The annuities’ prospectus should include information important to your decision to
invest, including fees and charges, risks, death benefits, living benefits, and variable annuity
income options. There are fees and charges unique to variable annuity products that may be
charged outside of your investment advisory fee. Similarly, there are fee-based variable annuities
which have a fee structure unlike commissions-based variable products in the sense that the adviser
would be charging an asset-based, ongoing advisory fee on the assets in the annuity much like they
do with other investment advisory accounts. Generally, a fee-based annuity is designed for a client
who wants ongoing sub-account investment advice from their IAR who is then compensated
through the ongoing advisory fee for that service. Due to the long-term nature of variable products,
paying an advisory fee over the life of the variable annuity or variable life insurance product may
be more costly than purchasing a commission based variable annuity product.
There can be no assurance that the methods described above will be successful or that clients
will not suffer losses. Investing in securities involves risk of loss that clients should be
prepared to bear. Private funds, ETFs and mutual funds have different risks depending on
the strategy implemented by the manager of the private funds and mutual funds. Please see
the private placement memorandum (“PPM”) or prospectus for a full list of risks associated
with such investments.
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ITEM 9: DISCIPLINARY INFORMATION
KWM is required to disclose all material facts regarding any legal or disciplinary events that would
be material to your evaluation of the firm or its integrity of management.
On September 12, 2017, the National Futures Association (“NFA”) alleged that Kingsview
Futures, LLC, an affiliated futures Introducing Broker, and Josh Lewis, the Executive Chairman
of Kingsview Partners, failed to diligently supervise the firm’s operations and activities in
violation of NFA Compliance Rule 2-9(a). Without admitting or denying the allegations,
Kingsview Futures, LLC agreed to pay a fine of $50,000 to the NFA. Kingsview Futures, LLC
and Josh Lewis also acknowledged that settlement would include a finding that Kingsview Futures,
LLC failed to diligently supervise its operations and activities (see NFA Case No. 16-BCC-017
for more details).
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES
AND AFFILIATIONS
Registration as a Broker-Dealer or Broker-Dealer Representative
Certain employees of KWM are registered representatives of an unaffiliated broker-dealer,
Foreside. As registered representatives, the employees are authorized to sell the Monarch ETFs
and will receive compensation in connection with such activities. All such sell activity is conducted
through Foreside. Such registered representatives have an incentive to sell the Monarch ETFs over
other products where such registered representatives do not receive compensation. KWM manages
such conflicts through disclosure and oversight of client accounts.
Certain employees of KWM are registered representatives of an unaffiliated broker-dealer, The
Leaders Group, Inc. (“Leaders”). They will serve as the representatives for certain variable
insurance products and provide client service activities.
Registration as Licensed Insurance Agent
Many of the firm’s IARs also serve in a separate capacity as licensed insurance agents with
Kingsview Insurance Services, LLC. In that capacity, they will offer clients insurance related
advice or products, including but not limited to life insurance and annuities. Clients should be
aware that these services are offered outside of KWM and generally pay commissions to the
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licensed agents. The agents are also eligible to receive incentives, bonuses, and other compensation
from insurance companies, carriers and/or insurance marketing organizations related to insurance
transactions. These incentives include, but are not limited to: gifts, meals, entertainment,
participation in bonus programs, forgivable loans, reimbursement for training, marketing
assistance, educational efforts, advertising, and travel expenses to conferences and events.
Because the agent is paid commissions and other compensation, there is a potential conflict of
interest. KWM addresses this conflict of interest by disclosing it herein and ensuring no advisory
fee is charged on insurance products. Client is under no obligation to implement any insurance or
annuity transaction through their IAR in their capacity as an insurance agent. When the client
purchases insurance products, Kingsview Insurance Services, LLC and the insurance carrier, rather
than KWM, are responsible for assessing the appropriateness of the recommendation when
required.
Specific information on IARs who are also licensed insurance agents can be found in the provided
ADV Part 2B (“Brochure Supplement”).
Registration Relationships Material to the Advisory Business and Possible Conflicts of
Interest
Kingsview Insurance Services, LLC (“KIS”): Kingsview Partners, the direct owner of KWM,
also owns KIS, an independent insurance agency. KIS offers insurance products to KWM and non-
KWM clients through licensed insurance agents. Dually licensed IARs are paid a commission for
the sale of insurance products.
Monarch Funds (“Monarch ETFs”): Clients should note that certain of KWM’s IAR managed
accounts and KIM SMAs invest partially or exclusively in the Monarch ETFs, which are managed
by KWM. In addition to KWM’s advisory fee for the account, KWM will also receive management
fees from the Monarch ETFs. Such transactions give rise to a conflict of interest on KWM’s part
whereby KWM has incentive to select the Monarch ETFs over other similar investment products
managed by non-affiliated investment advisers. KWM manages such conflicts through disclosure
and oversight of client accounts.
Furthermore, the fee structure of the Monarch ETFs creates an incentive for KWM to solicit
purchases of the Monarch ETFs over other product types. KWM will act in a fair and reasonable
manner in allocating suitable investment opportunities among clients and funds; however, no
assurance can be given that (i) a client or fund participates in all investment opportunities in which
other clients or funds participate, (ii) particular investment opportunities allocated to clients or
funds will not outperform investment opportunities allocated to other clients or funds, or (iii)
equality of treatment between clients and funds will otherwise be assured. The client's financial
professional will help the client determine what investment vehicles are appropriate for the client
given their investment objectives, risk tolerance, financial circumstances, and other criteria.
Kingsview Strategic Tax Consulting (“KSTC”): Kingsview Partners, the direct owner of KWM,
is a minority owner in KSTC. KSTC offers tax preparation, tax planning and general accounting
services to KWM clients and IARs for a cost. No KWM client is obligated to use KSTC services.
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Doing Business As (“DBA”) Names
KWM also conducts business under the following names: Kingsview Partners, Kingsview
Investment Management, Perlman Group, and Rollo Wealth Management.
ITEM 11: CODE OF ETHICS
KWM has implemented the Kingsview Partners Code of Ethics (“Code of Ethics”) that defines
our fiduciary commitment to each client. This Code of Ethics applies to all supervised persons
associated with KWM. The Code of Ethics was developed to provide general ethical guidelines
and specific instructions regarding our duties to you, our client. KWM and its personnel owe a
duty of loyalty, fairness and good faith towards each client. It is the obligation of KWM associates
to adhere not only to the specific provisions of the Code but to the general principles that guide
the Code. The Code of Ethics covers a range of topics that may include: standards of conduct and
fiduciary duty, responsible communications, gifts and entertainment, outside business activities
and private securities transactions, political contributions, insider trading, personal securities
trading, confidential information, and reporting violations.
KWM has written its Code of Ethics to meet and exceed regulatory standards. To request a copy
of our Code of Ethics, please contact us at (541) 291-4405.
Personal Trading and Conflicts of Interest
KWM allows supervised persons to purchase or sell the same securities that may be recommended
to or purchased on behalf of clients. Owning the same securities we recommend (purchase or sell)
to you presents a potential conflict of interest that, as fiduciaries, we must disclose to you and
mitigate through policies and procedures. Permitting KWM supervised persons to have personal
accounts is a conflict of interest due to the potential that a KWM IAR may devote more time to
monitor his or her personal accounts as opposed to spending that time on the review and monitoring
of client accounts. Recommendations to a client involving individual stocks, options, bonds and
other securities, could be a conflict of interest with the client because the KWM IAR may engage
in front-running, or other market abuse violations that can cause harm to a client. As noted above,
we have adopted, consistent with Section 204A of the Investment Advisers Act of 1940 (the
“Advisers Act”), a Code of Ethics, which addresses insider trading (material non-public
information [“MNPI”] controls) and personal securities reporting procedures.
The Chief Compliance Officer (“CCO”) of KWM and Kingsview Partners is Matthew Stolen.
Stolen or his Compliance designee reviews all employee trades each quarter. His trades are
reviewed by a designee of the Compliance team. The personal trading reviews ensure that the
personal trading of employees does not affect the markets, and that clients of the firm receive
preferential treatment. Since most employee trades are small mutual fund trades or exchange-
traded fund trades, the trades do not affect the securities markets.
We have also adopted written policies and procedures to detect the misuse of MNPI. KWM may
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have an interest or position in certain securities, which may also be recommended to you.
At no time will KWM or any associated person of KWM transact in any security to the detriment
of any client.
ITEM 12: BROKERAGE PRACTICES
Recommendations of Brokerage Firms
KWM does not have discretionary authority to select the broker-dealer/custodian for custodial and
execution services. The client will select the broker-dealer or custodian (herein the “Custodian”)
to safeguard client assets and authorize KWM to direct trades to this Custodian as agreed in the
Investment Advisory Agreement. Further, KWM does not have the discretionary authority to
negotiate commissions on behalf of our clients on a trade-by-trade basis. Where KWM does not
exercise discretion over the selection of the Custodian, it may recommend the custodian(s) to
clients for execution and/or custodial services. Clients are not obligated to use the recommended
Custodian and will not incur any extra fee or cost associated with using a broker not recommended
by KWM. KWM may recommend a Custodian based on criteria such as, but not limited to,
reasonableness of commissions charged to the client, services made available to the client, and
location of the Custodian’s offices. KWM does not receive research services, other products, or
compensation as a result of recommending a particular broker that may result in the client paying
higher commissions than those obtainable through other brokers.
KWM typically recommends to clients that they establish their brokerage account(s) at Interactive
Brokers, LLC, member Securities Investor Protection Corporation (“SIPC”)/Financial Industry
Regulatory Authority (“FINRA”)/NFA/New York Stock Exchange (“NYSE”), Charles Schwab,
member FDIC/SIPC/FINRA/NFA/NYSE, or Raymond James & Associates, member
FDIC/SIPC/FINRA/NFA/NYSE (collectively “Custodians”). The Custodians are independent and
unaffiliated FINRA registered broker-dealers. The Custodians offer services to independent
investment advisers, which include custody of securities, trade execution, clearance and settlement
of transactions.
KWM receives some benefits from the Custodians through its custodial agreement with each of the
respective Custodians.
KWM considers a number of factors in selecting and/or recommending brokers and custodians for
its clients’ accounts, including, but not limited to, execution capability, experience and financial
stability, reputation and the quality of services provided. KWM is not affiliated with, or related
to, any of the Custodians.
1. Soft Dollars – While KWM has no formal soft dollars program in which soft dollars
are used to pay for third-party services, KWM does receive research, products, and
certain other services from the Custodians holding client accounts or another third-
party in connection with client securities transactions (“soft dollar benefits”) consistent
with (and not outside of) the safe harbor contained in Section 28(e) of the Securities
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Exchange Act of 1934 (the “Exchange Act”), as amended, and may consider these
benefits in recommending Custodians. Although these arrangements may not benefit
particular clients individually, KWM as a firm benefits by not having to produce or pay
for the research, products or services, which indirectly benefits KWM clients as a
whole. Because of the benefits offered, KWM has an incentive to recommend
Custodians based on the research and other services they offer to firms like KWM.
Clients should be aware that KWM’s acceptance of soft dollar benefits will not result
in higher transaction costs charged to the client.
KWM may enter into soft dollar arrangements through which it may receive research,
products, or other services from the Custodians holding client accounts or another third-
party in connection with client securities transactions (“soft dollar benefits”) within
(but not outside of) the safe harbor contained in Section 28(e) of the Exchange Act, as
amended. There can be no assurance that any particular client will benefit from soft
dollar research, whether or not the client’s transactions paid for it, and KWM does not
seek to allocate benefits to client accounts proportionate to any soft dollar credits
generated by the accounts. KWM benefits by not having to produce or pay for the
research, products or services, and KWM will have an incentive to recommend a broker
dealer based on receiving research or services. Clients should be aware that KWM’s
acceptance of soft dollar benefits may result in higher commissions charged to the
client.
2. Brokerage Referrals – KWM receives no referrals from a broker-dealer or third party
in exchange for using that broker-dealer or third party.
3. Directed Brokerage – KWM may permit clients to direct it to execute transactions
through a specified broker-dealer. Clients must refer to their advisory agreements for a
complete understanding of how they may be permitted to direct brokerage. If a client
directs brokerage, the client will be required to acknowledge in writing that the client’s
direction with respect to the use of brokers supersedes any authority granted to KWM
to select brokers. Directing KWM to use a particular broker may result in higher
commissions, which may result in a disparity between free and directed accounts and
trades for the client and other directed accounts may be executed after trades for free
accounts, which may result in less favorable prices, particularly for illiquid securities
or during volatile market conditions. Not all investment advisers allow their clients to
direct brokerage.
Order Aggregation
If KWM buys or sells the same securities on behalf of more than one client, it might, but would be
under no obligation to, aggregate or bunch, to the extent permitted by applicable law and
regulations, the securities to be purchased or sold for multiple clients in order to seek more
favorable prices, lower brokerage commissions or more efficient execution. In such case, KWM
would place an aggregate order with the broker on behalf of all such clients in order to ensure
fairness for all clients; provided, however, that trades would be reviewed periodically to ensure
that accounts are not systematically disadvantaged by this policy. KWM would determine the
appropriate number of shares to place with brokers and will select the appropriate brokers
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consistent with KWM’s duty to seek best execution, except for those accounts with specific
brokerage direction (if any).
KIM Trade Aggregation/Allocation and Trade Rotation
KWM will direct trades for client accounts invested in KIM strategies to the client's custodian. A
trade rotation policy is utilized to ensure fairness of execution. For purposes of speed, all clients
who share a particular broker are assumed to be a single aggregated order on the trade rotation
schedule. The execution of trades is rotated among the brokers on the trade rotation. If a trade for
a particular rotation is not completed during the trading day, any remaining portion of the trade
will be completed on the following day(s) before any trade in the same security may be initiated
for the next rotation.
Included in this rotation are those platforms for which KWM does not have trade discretion. The
communication of the current portfolio allocation is rotated among the platforms on this list. After
these platforms have been provided the latest portfolio allocation, the schedule is moved up in
order, and the next platform is put first on the list for the next rebalance.
KWM’s discretionary accounts and accounts to which KWM provides model portfolio services
will trade the same securities at the same time. In these circumstances, KWM will affect trading
on the behalf of its clients and deliver model providers portfolio updates in a manner which it
believes to be fair and equitable. Due to the nature of the trade rotation process, trading for KWM’s
discretionary accounts will likely be conducted at the same time as trading being conducted by
model sponsors or accounts where the firm is not granted trading discretion. As a result, KWM’s
discretionary accounts will receive different prices than its non-discretionary accounts which can
result in underperformance or overperformance relative to other client accounts invested in the
same KIM program.
ITEM 13: REVIEW OF ACCOUNTS
A sample of accounts a r e reviewed quarterly by the Chief Compliance Officer (“CCO”) or a
Compliance designee. The CCO or Compliance designee will consider the client’s current security
positions and the likelihood that the performance of each security will contribute to the investment
objectives of the client. Accounts in the KIM managed Portfolios are monitored daily using the
firm’s account tracking software. Account reviews are performed more frequently when market
conditions dictate.
Other conditions that may trigger a review are changes in the tax laws, new investment
information, and changes in a client’s situation.
For the Monarch ETFs, KWM along with third-party service providers that provide compliance,
administration, and accounting support actively monitor the Monarch ETFs for compliance
restrictions. The administrator will perform back-end or post-trade compliance monitoring.
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Clients receive periodic communications on at least an annual basis. Clients receive written
quarterly performance reports. The written updates may include a net worth statement, portfolio
statement and a summary of objectives and progress towards meeting those objectives.
ITEM 14: CLIENT REFERRALS AND OTHER
COMPENSATION
Incoming Referrals
KWM has entered into referral agreements with third-party advisors under which the third-
party advisor pays a fee to KWM as a promoter for client referrals as permitted by Rule 206(4)-1
of the Advisers Act, as amended. Third-party advisors have agreed to pay KWM a percentage of
the revenue generated from the assets of clients introduced to the third-party adviser by KWM.
Clients referred to third party advisers will not be charged an amount in addition to the KWM
management fee, nor will they be charged a higher management fee than other clients to cover
the cost of promotion of their accounts. KWM doesn’t receive any economic benefit other than
referral fees.
KWM will research third party advisers to ensure they are properly registered and licensed before
making any referrals.
Charles Schwab & Co., Inc. Advisor Services provides KWM with access to Charles Schwab &
Co., Inc. Advisor Services’ institutional trading and custody services, which are typically not
available to Charles Schwab & Co., Inc. Advisor Services retail investors. These services generally
are available to independent investment advisers on an unsolicited basis, at no charge to them so
long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at
Charles Schwab & Co., Inc. Advisor Services. Charles Schwab & Co., Inc. Advisor Services
includes brokerage services that are related to the execution of securities transactions, custody,
research, including that in the form of advice, analyses and reports, and access to mutual funds and
other investments that are otherwise generally available only to institutional investors or would
require a significantly higher minimum initial investment. For KWM client accounts maintained
in its custody, Charles Schwab & Co., Inc. Advisor Services generally does not charge separately
for custody services but is compensated by account holders through commissions or other
transaction-related or asset-based fees for securities trades that are executed through Charles
Schwab & Co., Inc. Advisor Services or that settle into Charles Schwab & Co., Inc. Advisor
Services accounts.
Charles Schwab & Co., Inc. Advisor Services also makes available to KWM other products and
services that benefit KWM but may not benefit its clients’ accounts. These benefits may include
national, regional or KWM specific educational events organized and/or sponsored by Charles
Schwab & Co., Inc. Advisor Services. Other potential benefits may include occasional business
entertainment of personnel of KWM by Charles Schwab & Co., Inc. Advisor Services personnel,
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including meals, invitations to sporting events, including golf tournaments, and other forms of
entertainment, some of which may accompany educational opportunities. Other of these products
and services assist KWM in managing and administering clients’ accounts. These include software
and other technology (and related technological training) that provide access to client account data
(such as trade confirmations and account statements), facilitate trade execution (and allocation of
aggregated trade orders for multiple client accounts, if applicable), provide research, pricing
information and other market data, facilitate payment of KWM’s fees from its clients’ accounts (if
applicable), and assist with back-office training and support functions, recordkeeping and client
reporting. Many of these services generally may be used to service all or some substantial number
of KWM’s accounts. Charles Schwab & Co., Inc. Advisor Services also makes available to KWM
other services intended to help KWM manage and further develop its business enterprise. These
services may include professional compliance, legal and business consulting, publications and
conferences on practice management, information technology, business succession, regulatory
compliance, employee benefits providers, and human capital consultants, insurance and marketing.
In addition, Charles Schwab & Co., Inc. Advisor Services may make available, arrange and/or pay
vendors for these types of services rendered to KWM by independent third parties. Charles Schwab
& Co., Inc. Advisor Services 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 KWM.
KWM is independently owned and operated and not affiliated with Charles Schwab & Co., Inc.
Advisor Services.
KWM participates in the institutional advisor program (the “RJ Program”) offered by Raymond
James & Associates. Raymond James & Associates offers to independent investment advisor
services which include custody of securities, trade execution, clearance and settlement of
transactions. KWM receives some benefits from Raymond James & Associates through its
participation in the RJ Program.
As part of the RJ Program, KWM may recommend Raymond James & Associates to clients for
custody and brokerage services. There is no direct link between KWM’s participation in the RJ
Program and the investment advice it gives to its clients, although KWM receives economic
benefits through its participation in the RJ Program that are typically not available to Raymond
James & Associates retail investors. These benefits include the following products and services
(provided without cost or at a discount): receipt of duplicate client statements and confirmations;
research related products and tools; consulting services; access to a trading desk serving KWM
participants; access to block trading (which provides the ability to aggregate securities transactions
for execution and then allocate the appropriate shares to client accounts); the ability to have
KWM’s fees deducted directly from client accounts; access to an electronic communications
network for client order entry and account information; access to mutual funds with no transaction
fees and to certain institutional money managers; and discounts on marketing, research,
technology, and practice management products or services provided to KWM by third party
vendors. Raymond James & Associates may also pay for business consulting and professional
services received by KWM’s related persons. Some of the products and services made available
by Raymond James & Associates through the RJ Program may benefit KWM but may not benefit
its client accounts. These products or services may assist KWM in managing and administering
client accounts, including accounts not maintained at Raymond James & Associates. Other
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services made available by Raymond James & Associates are intended to help KWM manage and
further develop its business enterprise.
Raymond James & Associates offers transition assistance or other financial incentives to KWM
(“Transition Assistance”); KWM’s Transition Assistance, is determined based upon negotiations
between Raymond James & Associates and KWM. Transition Assistance is used to assist in the
setup of KWM offices, which include buildout costs, equipment, technology, ACAT
reimbursement, etc. The receipt of such benefits is dependent on moving new clients assets to
Raymond James & Associates and maintaining existing client assets with Raymond James &
Associates.
Clients should be aware, however, that the receipt of economic benefits by KWM or its related
persons in and of itself creates a conflict of interest and may indirectly influence the KWM’s choice
of Raymond James & Associates for custody and brokerage services.
Outgoing Referrals
As disclosed in the written agreement between client and KWM, KWM pays a portion of the
advisory fee to a promoter who referred client to KWM. Any such referral fee is paid solely from
KWM’s investment management fee and does not result in any additional charge to the client. The
promoter is also required to provide the client with a copy of this disclosure brochure which meets
the requirements of Rule 204-3 of the Advisers Act and a copy of the promoter’s disclosure
brochure containing the terms and conditions of the arrangement including compensation. Any
affiliated promoter of KWM is required to disclose the nature of his or her relationship to
prospective clients at the time of the promotion and will provide all prospective clients with a
copy of this disclosure brochure at the time of the promotion. KWM will only engage in promoter
agreements with properly licensed and registered individuals and entities.
Salary Guarantees, Bonuses & Loans
KWM provides certain IARs with salary guarantees, bonuses or loans. These additional
incentives are at the sole discretion of KWM and may be tied to the profitability of KWM and
its affiliates, total assets under management by the IAR, the total amount of revenue generated
by the IAR, or any combination thereof. Clients should be aware of the possible conflict that
performance-based incentives can create with the fiduciary duties of a registered investment
adviser.
Other Compensation
KWM IARs, acting in their separate capacities as insurance agents, receive commissions from
insurance companies and carriers for selling insurance products. The commissions vary from
carrier to carrier, and the receipt of these commissions creates a conflict of interest. The agents
are also eligible to receive incentives, bonuses, and other compensation from insurance
companies, carriers and/or insurance marketing organizations related to insurance transactions.
These incentives include, but are not limited to: gifts, meals, entertainment, participation in bonus
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programs, forgivable loans, reimbursement for training, marketing assistance, educational
efforts, advertising and travel expenses to conferences and events.
ITEM 15: CUSTODY
All client assets are held at qualified custodians that provide account statements a t l e a s t
q u a r t e r l y directly to clients at their address of record. KWM’s advisory agreements with
clients allow it to deduct its fees directly from client accounts held at the Custodian. Clients are
urged to compare the account statements received directly from their custodians to any
performance reports or other materials provided by KWM.
ITEM 16: INVESTMENT DISCRETION
KWM accepts discretionary authority to manage its client’s securities and futures accounts
through a limited power of attorney incorporated within KWM’s client agreements. Using this
discretionary authority, KWM is able to determine, without obtaining specific client consent, the
securities and futures to be bought or sold, and the amount of the securities and futures to be
bought or sold. If a client has not provided KWM with discretionary authority, a KWM IAR
will consult with the client prior to each trade to obtain the requisite approval to proceed with any
recommended transactions.
Discretionary trading authority facilitates placing trades in client’s accounts on their behalf so
that KWM may promptly implement the investment policy that clients have approved in writing.
ITEM 17: VOTING CLIENT SECURITIES
KWM does not accept proxy voting responsibility for any client (except as discussed below for
the Monarch ETFs). Therefore, although KWM may provide investment advisory services
relative to client investment assets, KWM clients maintain exclusive responsibility for: (1)
directing the manner in which proxies solicited by issuers of securities beneficially owned by the
client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender
offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets.
KWM and/or the client shall correspondingly instruct the Custodian of the assets to forward
to the client copies of all proxies and shareholder communications relating to the client’s
investment assets. Clients may contact KWM with questions about any proxy solicitations they
receive.
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KWM has been delegated the authority to vote proxies for the Monarch ETFs. KWM has
selected an unaffiliated third-party proxy research and voting service (“Proxy Voting Service”)
to assist in the electronic record keeping and management of the proxy process with respect to
client securities. The Proxy Voting Service notifies KWM of annual meetings and ballots, and
provides the ability to manage, track, reconcile and report proxy voting through electronic
delivery of ballots, online voting and record keeping. KWM’s CCO or Compliance designee
oversees the process to ensure all proxies are being properly voted and appropriate records are
being retained.
All proxies received are sent to the respective Portfolio Manager. The Portfolio Manager
reviews the information and votes according to the guidelines set forth below. KWM has
adopted proxy voting policies and procedures (the “Proxy Voting Policy”) to make every effort
to ensure that proxies are voted in the best interest of clients and according to the value of the
investment.
The Proxy Voting Policy addresses how the Monarch ETFs will vote proxies with regard to
specific matters, such as voting rights, mergers or acquisitions, the election of board members
and other issues. The Proxy Voting Policy also directs KWM to consider certain factors with
regard to specific proxy proposals to assist in voting securities properly. KWM may also vote a
proxy contrary to the Proxy Voting Policies if KWM determines that a conflict of interest exists
or that such action would be in the clients’ best interest.
A copy of KWM’s Proxy Voting Policy and information about how the Monarch ETFs voted
proxies is available upon request.
ITEM 18: FINANCIAL INFORMATION
KWM does not serve as a custodian for client funds or securities and does not require prepayment
of fees of more than $1,200 per client six months or more in advance.
KWM is not subject to a financial condition that is reasonably likely to impair its ability to meet
contractual commitments to clients and KWM has not been the subject of a bankruptcy petition
at any time.
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