KEYSTONE PRIVATE WEALTH

Form ADV Part 2A – Disclosure Brochure Item 1: Cover Page www.Keystoneprivatewealth.com Shattuck (Shad) F. Lamm Chief Compliance Officer Effective: February 2026 Keystone Private Wealth 73575 El Paseo, Suite 2300 Palm Desert, CA 92260 Phone: (760) 818-7020 This Form ADV 2A (“Disclosure Brochure”) provides information about the qualifications and business practices of Keystone Wealth Services, LLC dba Keystone Private Wealth (“Keystone” or the “Advisor”). If you have any questions about the contents of this Disclosure Brochure, please contact us at (760) 818-7020. Keystone is a registered investment advisor with the Securities and Exchange Commission (“SEC”). The information in this Disclosure Brochure has not been approved or verified by the SEC or by any state securities authority. Registration of an investment advisor does not imply any specific level of skill or training. This Disclosure Brochure provides information through Keystone to assist you in determining whether to retain the Advisor. Additional information about Keystone and its advisory persons are available on the SEC’s website at www.adviserinfo.sec.gov by searching with our firm name or our CRD# 301924.  Item 2 – Material Changes Form ADV 2 is divided into two parts: Part 2A (the "Disclosure Brochure") and Part 2B (the "Brochure Supplement"). The Disclosure Brochure provides information about a variety of topics relating to an Advisor’s business practices and conflicts of interest. The Brochure Supplement provides information about advisory personnel of Keystone. Keystone believes that communication and transparency are the foundation of its relationship with Clients and will continually strive to provide its Clients with complete and accurate information at all times. Keystone encourages all current and prospective Clients to read this Disclosure Brochure and discuss any questions you may have with us. And of course, we always welcome your feedback. Material Change Since our last annual amendment filed on 01/24/2025, our firm does not have any material changes to disclose. Page 2  Item 3 – Table of Contents Contents Item 1: Cover Page ..................................................................................................................................................1 Item 2 – Material Changes ......................................................................................................................................2 Item 3 – Table of Contents ......................................................................................................................................3 Item 4 – Advisory Services .....................................................................................................................................4 Item 5 – Fees and Compensation ..........................................................................................................................6 Item 6 – Performance-Based Fees and Side-By-Side Management ...................................................................8 Item 7 – Types of Clients ........................................................................................................................................8 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ...........................................................8 Item 9 – Disciplinary Information ........................................................................................................................ 14 Item 10 – Other Financial Industry Activities and Affiliations ......................................................................... 14 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .............. 14 Item 12 – Brokerage Practices ............................................................................................................................ 15 Item 13 – Review of Accounts ............................................................................................................................. 16 Item 14 - Client Referrals and Other Compensation ......................................................................................... 16 Item 15 – Custody ................................................................................................................................................. 18 Item 16 – Investment Discretion ......................................................................................................................... 18 Item 17 – Voting Client Securities ...................................................................................................................... 19 Item 18 – Financial Information........................................................................................................................... 20 Page 3  Item 4 – Advisory Services A. Firm Information Keystone Private Wealth (“Keystone” or the “Advisor”) is a registered investment advisor with Securities and Exchange Commission (“SEC”), which is organized as a limited liability company under the laws of the State of California. Keystone was founded in February 2019 and is majority owned by Mark W. Thatcher and Shattuck (Shad) F. Lamm and further, Mr. Kurt Mortenson as a minority partner. This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory services provided by Keystone. For questions regarding this Disclosure Brochure, please contact Shad Lamm, Chief Compliance Officer at (760) 818-7020. B. Advisory Services Offered Keystone offers investment advisory services to high net worth individuals, families, trusts, estates, and businesses (each referred to as a “Client”). Keystone provides comprehensive investment management, planning and consulting services tailored to the individual needs of each Client. Investment Advisory Services Keystone provides customized investment advisory solutions for its Clients. This is achieved through continuous personal Client contact and interaction while providing discretionary investment management, planning and related advisory services. Keystone typically offers these as a bundled advisory engagement, but may, in certain circumstances, offer as individual services. Keystone works closely with each Client to develop an investment strategy that seeks to achieve the goals of the Client. Internal Investment Management - Keystone customizes its investment management services for its Clients. Portfolios are primarily constructed using mutual funds, exchange-traded funds (“ETFs”), individual stocks and fixed income securities. For certain Clients, the Advisor may also utilize alternative investments and other types of investments, as appropriate, to meet the needs of particular Clients. The Advisor generally constructs portfolios in alignment with its internal strategies, but may retain legacy securities due to portfolio fit and tax considerations. Keystone evaluates and selects investments for inclusion in Client portfolios only after applying its internal due diligence process. Keystone’s investment strategy is primarily long-term focused, but the Advisor may buy, sell or re-allocate positions that have been held less than one year to meet the objectives of the Client or due to market conditions. If it is consistent with the Client’s goals, the Advisor may also engage in an investment strategy that utilizes frequent trading in securities, please see Item 8 for more information. Keystone will construct, implement and monitor the Client’s portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Client. Each Client will have the opportunity to place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by the Advisor. Keystone, in its discretion, may redistribute investment allocations to diversify the portfolio. Keystone may recommend specific positions to increase sector or asset class weightings. The Advisor may recommend employing cash positions as a possible hedge against market movement. Keystone may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of Client, generating cash to meet Client needs, or any risk deemed unacceptable for the Client’s risk tolerance. Keystone will provide investment management and related advisory services. At no time will Keystone accept or maintain custody of a Client’s funds or securities, except for authorized deduction of the Advisor’s fees and dispersing client funds to a third party under a standing letter of instruction. All Client assets will be managed within their designated account[s] at the Custodian, pursuant to the investment advisory agreement. Financial Planning and Consulting Services Keystone will typically provide a variety of financial planning services to Clients as part of the investment advisory engagement or as a separate engagement. Services are offered in several areas of a Client’s financial situation, depending on their goals, objectives and financial situation. Page 4  Generally, such financial planning services will involve preparing a financial plan or rendering a financial consultation based on the Client’s financial goals and objectives. This planning or consulting may encompass one or more areas of need, including, but not limited to investment planning, retirement planning, estate planning, personal savings, education savings and other areas of a Client’s financial situation. A financial plan developed for or financial consultation rendered to the Client will usually include general recommendations for a course of activity or specific actions to be taken by the Client. For example, recommendations may be made that the Client start or revise their investment programs, commence or alter retirement savings, establish education savings and/or charitable giving programs. Keystone may also refer Clients to an accountant, attorney or other specialist, as appropriate for their unique situation. For certain financial planning engagements, the Advisor will provide a written summary of Client’s financial situation, observations, and recommendations. For consulting or ad-hoc engagements, the Advisor may not provide a written summary. Plans or consultations are typically completed within six months of contract date, assuming all information and documents requested are provided promptly. Retirement Plan Consulting Services Keystone provides retirement plan consulting services to employer plan sponsors on an ongoing basis. Generally, such consulting services consist of assisting employer plan sponsors in establishing, monitoring and reviewing their company's participant-directed retirement plan. As the needs of the plan sponsor dictate, areas of advising could include: investment options, plan structure and participant education. Retirement Plan Consulting services typically include: • • Establishing an Investment Policy Statement – Keystone will assist in the development of a statement that summarizes the investment goals and objectives along with the broad strategies to be employed to meet the objectives. Investment Options – Keystone will work with the Plan Sponsor to evaluate existing investment options and make recommendations for appropriate changes. • • Asset Allocation and Portfolio Construction – Keystone will develop strategic asset allocation models to aid Participants in developing strategies to meet their investment objectives, time horizon, financial situation and tolerance for risk. Investment Monitoring – Keystone will monitor the performance of the investments and notify the client in the event of over/underperformance and in times of market volatility. In providing services for retirement plan consulting, Keystone does not provide any advisory services with respect to the following types of assets: employer securities, real estate (excluding real estate funds and publicly traded REITS), participant loans, non-publicly traded securities or assets, other illiquid investments, or brokerage window programs (collectively, “Excluded Assets”). All retirement plan consulting services shall be in compliance with the applicable state laws regulating retirement consulting services. This applies to Client accounts that are retirement or other employee benefit plans (“Plan”) governed by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). If the Client accounts are part of a Plan, and Keystone accepts appointment to provide services to such accounts, Keystone acknowledges its fiduciary standard within the meaning of Section 3(21) or 3(38) of ERISA as designated by the Retirement Plan Consulting Agreement with respect to the provision of services described therein. C. Client Account Management Prior to engaging Keystone to provide investment advisory services, each Client is required to enter into one or more advisory agreements with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the Client. These services may include: • Establishing an Investment Strategy – Keystone, in connection with the Client, will develop an investment strategy targeted to achieve the Client’s investment goals and objectives. • Asset Allocation – Keystone will develop a strategic asset allocation that is targeted to meet the investment objectives, time horizon, financial situation and tolerance for risk for each Client. • Portfolio Construction – Keystone will develop a portfolio for the Client that is intended to meet the stated goals and objectives of the Client. • Investment Management and Supervision – Keystone will provide investment management and ongoing oversight of the Client’s portfolio. Page 5  • Financial Planning and Consulting – For Clients engaging for investment advisory services, the Advisor provides ongoing financial planning and related services regarding the Client’s overall financial situation. D. Wrap Fee Programs Keystone does not manage or place Client assets into a wrap fee program. E. Assets Under Management Our firm manages $804,267,018 on a discretionary basis and $56,387,020 on a non-discretionary basis as of December 31, 2025, for a total of $860,654,038 in Assets Under Management. Item 5 – Fees and Compensation The following paragraphs detail the fee structure and compensation methodology for services provided by the Advisor. Each Client shall sign one or more agreements that detail the responsibilities of Keystone and the Client. A. Fees for Advisory Services Investment Advisory Services Investment advisory fees are paid quarterly in arrears, at the end of each calendar quarter, pursuant to the terms of the investment advisory agreement. Investment advisory fees are typically based on the average daily ending market value of assets under management during the calendar quarter and the annual fee will not exceed 2.00%. It is important to note that our firm bills on cash and cash equivalents unless specified in writing. The ultimate investment advisory fee charged will depend on the size of the Client relationship, the scope/complexity of services to be provided, and other factors. The investment advisory fee in the first quarter of service is prorated from the inception date of the account[s] to the end of the first quarter. Fees may be negotiable at the sole discretion of the Advisor. Certain Clients may have a fixed annual fee or fixed rate fee or a fee schedule that differs from above. The Client’s fees will take into consideration the aggregate assets under management with Advisor. Investment advisory fees include financial planning and consulting services, unless separately engaged for those services. All securities held in accounts managed by Keystone will be independently valued by the Custodian. Keystone will not have the authority or responsibility to value portfolio securities. The Client may make additions or withdrawals from the account[s] at any time, subject to the Advisor’s right to terminate an account or the overall relationship. Additions may be in cash or securities provided that the Advisor reserves the right to liquidate any transferred securities or decline to accept particular securities into a Client’s account[s]. Clients may withdraw account assets on notice to Keystone, subject to the usual and customary securities settlement procedures. However, the Advisor typically designs its investment portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client’s investment objectives. Keystone may consult the Client about the implications of such transactions. Clients are advised that when such securities are liquidated, they may be subject to securities transaction fees, short-term redemption fees, and/or tax ramifications. Financial Planning and Consulting Services Financial planning and consulting services may be included as part of an overall wealth management engagement or provided as a stand-alone engagement. For separate engagements, financial planning and consulting services are offered at an hourly, fixed or recurring fee-basis. Fees are based on the experience of the person performing the services, the complexity of the services to be provided and the duration of the engagement. Hourly engagements are billed at a rate of up to $350 per hour. Fixed and recurring fee engagements are based on the estimated number of hours to complete the service as the Advisor’s hourly rate. Fixed and recurring fees range from $500 to $10,000. Recurring fee engagements will automatically renew each year. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity of our engagement with the client. An estimate for total hours and/or costs will be determined prior to engaging for these services. The Advisor’s fee is exclusive of, and in addition to, brokerage fees, transaction fees, and other related costs and expenses, which may be incurred by the Client. However, the Advisor shall not receive any portion of these commissions, fees, and costs. Retirement Plan Consulting Services Our Retirement Plan Consulting services are billed on a fee based on the percentage of Plan assets under management. The total estimated fee, as well as the ultimate fee charged, is based on the scope and complexity Page 6  of our engagement with the client. Fees based on a percentage of managed Plan assets will not exceed 1.50%. The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. B. Fee Billing Investment Advisory Services Investment advisory fees will be calculated by the Advisor or its delegate and deducted from the Client’s account[s] at the Custodian. The Advisor shall send an invoice to the Custodian indicating the amount of the fees to be deducted from the Client’s account[s] at the respective quarter-end date. The amount due is calculated by applying the quarterly rate (annual rate divided by 4) to the average daily ending market value of assets under management during the calendar quarter. As part of this process, Clients understand the following: a) The client’s independent custodian sends statements at least quarterly showing the market values for each security included in the Assets and all account disbursements, including the amount of the advisory fees paid to our firm; b) Clients will provide authorization permitting our firm to be directly paid by these terms. Our firm will send an c) invoice directly to the custodian; and If our firm sends a copy of our invoice to the client, a legend urging the comparison of information provided in our statement with those from the qualified custodian will be included. Financial Planning and Consulting Services Financial planning and consulting fees are invoiced up to 50% upon the execution/renewal of the financial planning or consulting agreement. The remainder of the fee will be directly billed to the client and due within 30 days of a financial plan being delivered or consultation rendered. Our firm will not require a retainer exceeding $1,200 when services cannot be rendered within 6 months. Retirement Plan Consulting Services Retirement Plan Consulting fees are based on the percentage of Plan assets under management and will not exceed 1.50%. Fees shall be paid quarterly in arrears based on the value of the Plan’s assets on the last day of the previous quarter. C. Other Fees and Expenses Charles Schwab & Co., Inc. (“Schwab”) does not charge transaction fees for U.S. listed equities and exchange traded funds. Clients may incur certain fees or charges imposed by third parties, other than Keystone, in connection with investments made on behalf of the Client’s account[s]. The Client is responsible for all custody and securities execution fees charged by the Custodian. The investment advisory fee charged by Keystone is separate and distinct from these custody and execution fees. In addition, all fees paid to Keystone for investment advisory services are separate and distinct from the expenses charged by mutual funds and ETFs to their shareholders, if applicable. These fees and expenses are described in each fund’s prospectus. These fees and expenses will generally be used to pay management fees for the funds, other fund expenses, account administration (e.g., custody, brokerage and account reporting), and a possible distribution fee. The Client should review both the fees charged by the fund[s] and the fees charged by Keystone to fully understand the total fees to be paid. Keystone further charges an additional $100 per annum for each corporate account that is either managed or monitored by the Firm. In certain instances, Keystone reserves the right to waive this fee for a period of time or in its entirety. D. Payment of Fees and Termination Investment Advisory Services Keystone is compensated for its investment advisory services at the end of the quarter, after services are rendered. Either party may request to terminate the investment advisory agreement with Keystone, at any time, by providing Page 7  advance written notice to the other party. The Client shall be responsible for investment advisory fees up to and including the effective date of termination. Upon notice of termination pro-rata advisory fees for services rendered to the point of termination will be charged. If advisory fees cannot be deducted, the Advisor will send an invoice for due advisory fees to the Client. Financial Planning and Consulting Services The Advisor is partially compensated for its financial planning and consulting services upon execution of the engagement agreement. Either party may terminate a planning agreement, at any time, by providing written notice to the other party. Upon termination, the Client shall be responsible for fees based on the hours worked by the Advisor or the percentage of the engagement completed. Upon termination, any unearned prepaid fees will be promptly refunded to the Client. The Client’s financial planning agreement with the Advisor is non-transferable without the Client’s prior consent. Retirement Plan Consulting Services The fee-paying arrangements will be determined on a case-by-case basis and will be detailed in the signed consulting agreement. E. Compensation for Sales of Securities Advisory Persons of Keystone may also be registered representatives of Purshe Kaplan Sterling Investments, Inc. (“PKS”). In one’s separate capacity as registered representative, an Advisory Person may implement securities transactions on a commission basis through PKS. In such instances, an Advisory Person will receive commission- based compensation in connection with the purchase and sale of securities, including 12b-1 fees for the sale of investment company products. Compensation earned by an Advisory Person in their capacity as a registered representative is separate and in addition to Keystone’s advisory fees. Keystone will not reduce Client advisory fees to offset commissions or markups that are associated with Advisory Persons acting in the capacity as a registered representative. This practice presents a conflict of interest as an Advisory Person may have an incentive to effect securities transactions for the purpose of generating commissions rather than solely based on Client needs. To mitigate this conflict, Clients are under no obligation, contractually or otherwise, to purchase securities products through one of our Advisory Persons. Further, Keystone will not charge an ongoing investment advisory fee on any assets implemented in the separate capacity of one of our Advisory Persons. Please see Item 10. Advisory Persons may also be licensed as independent insurance professionals. Advisory persons will earn commission-based compensation for selling insurance products, including insurance products they sell to you. Insurance commissions earned by an Advisory Person is separate and in addition to Keystone’s advisory fees. This practice presents a conflict of interest as an Advisory Person may have an incentive to recommend insurance products for the purpose of generating commissions rather than solely based on Client needs. Clients are under no obligation, contractually or otherwise, to purchase insurance products through any person affiliated with the Advisor. Item 6 – Performance-Based Fees and Side-By-Side Management Keystone does not charge performance-based fees for its investment advisory services. The fees charged by Keystone are as described in “Item 5 – Fees and Compensation” above and are not based upon the capital appreciation of the funds or securities held by any Client. Keystone does not manage any proprietary investment funds or limited partnerships (for example, a mutual fund or a hedge fund) and has no financial incentive to recommend any particular investment options to its Clients. Item 7 – Types of Clients Keystone offers investment advisory services to high net worth individuals, families, trusts, estates, and businesses. The relative percentage of each type of Client is available on Keystone’s Form ADV Part 1. These percentages will change over time. Keystone does not impose a size for establishing a relationship, but does tailor its services to high net worth Clients. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis Page 8  Keystone primarily employs fundamental analysis methods in developing investment strategies for its Clients. Research and analysis from Keystone is derived from numerous sources, including financial media companies, third-party research materials, Internet sources, and review of company activities, including annual reports, prospectuses, press releases and research prepared by others. As noted above, Keystone generally employs a long-term investment strategy for its Clients, as consistent with their financial goals. Keystone will typically hold all or a portion of a security for more than a year, but may hold for shorter periods for the purpose of rebalancing a portfolio or meeting the cash needs of Clients. At times, Keystone may also buy and sell positions that are more short-term in nature, depending on the goals of the Client and/or the fundamentals of the security, sector or asset class. B. Types of Securities Recommended to Clients. Cash & Cash Equivalents: Cash and cash equivalents generally refer to either United States dollars or highly liquid short-term debt instruments such as, but not limited to, treasury bills, bank CD’s and commercial papers. Generally, these assets are considered nonproductive and will be exposed to inflation risk and considerable opportunity cost risk. Investments in cash and cash equivalents will generally return less than the advisory fee charged by our firm. Our firm may recommend cash and cash equivalents as part of our clients’ asset allocation when deemed appropriate and in their best interest. Our firm considers cash and cash equivalents to be an asset class. Therefore, our firm assess an advisory fee on cash and cash equivalents unless indicated otherwise in writing. Debt Securities (Bonds): Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. Bonds with longer rates of maturity tend to have greater interest rate risks. Certain additional risk factors relating to debt securities include: (a) When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates.; (b) Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices.; (c) Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. (d) Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called.; (e) If the issuer of a debt security defaults on its obligations to pay interest or principal or is the subject of bankruptcy proceedings, the account may incur losses or expenses in seeking recovery of amounts owed to it.; (f) There may be little trading in the secondary market for particular debt securities, which may affect adversely the account's ability to value accurately or dispose of such debt securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of debt securities. Our firm attempts to reduce the risks described above through diversification of the client’s portfolio and by credit analysis of each issuer, as well as by monitoring broad economic trends and corporate and legislative developments, but there can be no assurance that our firm will be successful in doing so. Credit ratings for debt securities provided by rating agencies reflect an evaluation of the safety of principal and interest payments, not market value risk. The rating of an issuer is a rating agency's view of past and future potential developments related to the issuer and may not necessarily reflect actual outcomes. There can be a lag between the time of developments relating to an issuer and the time a rating is assigned and updated. Page 9  Exchange Traded Funds (“ETFs”): An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) whose primary objective is to achieve the same return as a particular market index. The vast majority of ETFs are designed to track an index, so their performance is close to that of an index mutual fund, but they are not exact duplicates. A tracking error, or the difference between the returns of a fund and the returns of the index, can arise due to differences in composition, management fees, expenses, and handling of dividends. ETFs benefit from continuous pricing; they can be bought and sold on a stock exchange throughout the trading day. Because ETFs trade like stocks, you can place orders just like with individual stocks - such as limit orders, good-until-canceled orders, stop loss orders etc. They can also be sold short. Traditional mutual funds are bought and redeemed based on their net asset values (“NAV”) at the end of the day. ETFs are bought and sold at the market prices on the exchanges, which resemble the underlying NAV but are independent of it. However, arbitrageurs will ensure that ETF prices are kept very close to the NAV of the underlying securities. Although an investor can buy as few as one share of an ETF, most buy in board lots. Anything bought in less than a board lot will increase the cost to the investor. Anyone can buy any ETF no matter where in the world it trades. This provides a benefit over mutual funds, which generally can only be bought in the country in which they are registered. One of the main features of ETFs are their low annual fees, especially when compared to traditional mutual funds. The passive nature of index investing, reduced marketing, and distribution and accounting expenses all contribute to the lower fees. However, individual investors must pay a brokerage commission to purchase and sell ETF shares; for those investors who trade frequently, this can significantly increase the cost of investing in ETFs. That said, with the advent of low-cost brokerage fees, small or frequent purchases of ETFs are becoming more cost efficient. Equity Securities: Equity securities represent an ownership position in a company. Equity securities typically consist of common stocks. The prices of equity securities fluctuate based on, among other things, events specific to their issuers and market, economic and other conditions. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. There may be little trading in the secondary market for particular equity securities, which may adversely affect our firm 's ability to value accurately or dispose of such equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities. Investing in smaller companies may pose additional risks as it is often more difficult to value or dispose of small company stocks, more difficult to obtain information about smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more established companies. Clients should have a long-term perspective and, for example, be able to tolerate potentially sharp declines in value. Mutual Funds: A mutual fund is a company that pools money from many investors and invests that money in a variety of differing security types based on the objectives of the fund. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares are the fund’s per share net asset value (“NAV”) plus any shareholder fees that the fund imposes at the time of purchase (such as sales loads). Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which is calculated daily after market close. The benefits of investing through mutual funds include: (a) Mutual funds are professionally managed by an investment adviser who researches, selects, and monitors the performance of the securities purchased by the fund; (b) Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds.; (c) Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both.; and (d) At any time, mutual fund investors can readily redeem their shares at the current NAV, less any fees and charges assessed on redemption. Page 10  Mutual funds also have features that some investors might view as disadvantages: (a) Investors must pay sales charges, annual fees, and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distributions they receive. This includes instances where the fund performed poorly after purchasing shares.; (b) Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades.; and (c) With an individual stock, investors can obtain real- time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. When investors buy and hold an individual stock or bond, the investor must pay income tax each year on the dividends or interest the investor receives. However, the investor will not have to pay any capital gains tax until the investor actually sells and makes a profit. Mutual funds, however, are different. When an investor buys and holds mutual fund shares, the investor will owe income tax on any ordinary dividends in the year the investor receives or reinvests them. Moreover, in addition to owing taxes on any personal capital gains when the investor sells shares, the investor may have to pay taxes each year on the fund’s capital gains. That is because the law requires mutual funds to distribute capital gains to shareholders if they sell securities for a profit, and cannot use losses to offset these gains. C. Risk of Loss 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. Keystone 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. Fundamental analysis utilizes economic and business indicators as investment selection criteria. These criteria are generally ratios and trends that may indicate the overall strength and financial viability of the entity being analyzed. Assets are deemed suitable if they meet certain criteria to indicate that they are a strong investment with a value discounted by the market. While this type of analysis helps the Advisor in evaluating a potential investment, it does not guarantee that the investment will increase in value. Assets meeting the investment criteria utilized in the fundamental analysis may lose value and may have negative investment performance. The Advisor monitors these economic indicators to determine if adjustments to strategic allocations are appropriate. More details on the Advisor’s review process are included below in “Item 13 – Review of Accounts”. 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. The Advisor 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 the Advisor of any changes in financial condition, goals or other factors that may affect this analysis. Capital Risk: Capital risk is one of the most basic, fundamental risks of investing; it is the risk that you may lose 100% of your money. All investments carry some form of risk and the loss of capital is generally a risk for any investment instrument. Company Risk: When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees go on strike or the company receives unfavorable media attention for its actions, the value of the company may be reduced. Credit Risk: Credit risk can be a factor in situations where an investment’s performance relies on a borrower’s repayment of borrowed funds. With credit risk, an investor can experience a loss or unfavorable performance if a Page 11  borrower does not repay the borrowed funds as expected or required. Investment holdings that involve forms of indebtedness (i.e. borrowed funds) are subject to credit risk. Cryptocurrency Products: Cryptocurrencies (hereinafter, “Digital Assets”) involves risks, including extreme volatility, that may continue indefinitely and may create a future material adverse effect on the value of the asset. Digital assets were introduced within the past two decades, and the medium-to-long term value of the assets is subject to several factors relating to the capabilities and development of blockchain technologies and to the fundamental investment characteristics of Digital Assets. The volatility of Digital Assets and cryptocurrencies are subject to a few risk factors including, but not limited to, the following: • the economic conditions in the Digital Asset industry and market (such as an increase in the global supply of such Digital Asset(s)); • • • • manipulative activity on Digital Asset exchanges; forks in the applicable Digital Asset network; • scaling challenges in the effort to increase the volume and speed of transactions; • changes in laws or regulations, including those concerning taxes made by governmental authorities or • regulatory bodies; litigation or regulatory investigations concerning the Digital Assets classification under the federal securities laws and the costs and effect of any litigation or regulatory investigations; general economic, market and business conditions; and other global or regional political, economic, or financial conditions, events, and situations, such as pandemic outbreak, hackers or other malicious actors, destruction of Digital Assets, reliance on Digital Asset service providers, and general governmental oversight of Digital Assets. Digital Asset investors are necessarily subject to the risk brought by the fact that Digital Assets represent a new and rapidly evolving industry. The unregulated nature and lack of transparency surrounding the operations of Digital Asset exchanges create an opportunity for investors to experience fraud, security failures, or operational problems, which may adversely affect the value of the Digital Assets. Investors are also subject to the risk of changes in the governance of Digital Assets and Digital Asset exchanges. Digital Asset values can fluctuate substantially, which may result in a total loss of the value of the digital assets. We do not own or control any of the protocols that are used in connection with Digital Asset Products available on your custodial platform and their related networks. Economic Risk: The prevailing economic environment is important to the health of all businesses. Some companies, however, are more sensitive to changes in the domestic or global economy than others. These types of companies are often referred to as cyclical businesses. Countries in which a large portion of businesses are in cyclical industries are thus also very economically sensitive and carry a higher amount of economic risk. If an investment is issued by a party located in a country that experiences wide swings from an economic standpoint or in situations where certain elements of an investment instrument are hinged on dealings in such countries, the investment instrument will generally be subject to a higher level of economic risk. Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and, volatile increases and decreases in value as market confidence in and perceptions of their issuers change. If you held common stock, or common stock equivalents, of any given issuer, you would generally be exposed to greater risk than if you held preferred stocks and debt obligations of the issuer. ETF & Mutual Fund Risk: When investing in an ETF or mutual fund, you will bear additional expenses based on your pro rata share of the ETF’s or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities, the ETF, or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. Financial Risk: Financial risk is represented by internal disruptions within an investment or the issuer of an investment that can lead to unfavorable performance of the investment. Examples of financial risk can be found in cases like Enron or many of the dot com companies that were caught up in a period of extraordinary market valuations that were not based on solid financial footings of the companies. Fixed Income Securities Risk: Typically, the values of fixed-income securities change inversely with prevailing interest rates. Therefore, a fundamental risk of fixed-income securities is interest rate risk, which is the risk that their value will generally decline as prevailing interest rates rise, which may cause your account value to likewise Page 12  decrease, and vice versa. How specific fixed income securities may react to changes in interest rates will depend on the specific characteristics of each security. Fixed-income securities are also subject to credit risk, prepayment risk, valuation risk, and liquidity risk. Credit risk is the chance that a bond issuer will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of a bond to decline. Inflation Risk: Inflation risk involves the concern that in the future, your investment or proceeds from your investment will not be worth what they are today. Throughout time, the prices of resources and end-user products generally increase and thus, the same general goods and products today will likely be more expensive in the future. The longer an investment is held, the greater the chance that the proceeds from that investment will be worth less in the future than what they are today. Said another way, a dollar tomorrow will likely get you less than what it can today. Interest Rate Risk: Certain investments involve the payment of a fixed or variable rate of interest to the investment holder. Once an investor has acquired or has acquired the rights to an investment that pays a particular rate (fixed or variable) of interest, changes in overall interest rates in the market will affect the value of the interest-paying investment(s) they hold. In general, changes in prevailing interest rates in the market will have an inverse relationship to the value of existing, interest paying investments. In other words, as interest rates move up, the value of an instrument paying a particular rate (fixed or variable) of interest will go down. The reverse is generally true as well. Legal/Regulatory Risk: Certain investments or the issuers of investments may be affected by changes in state or federal laws or in the prevailing regulatory framework under which the investment instrument or its issuer is regulated. Changes in the regulatory environment or tax laws can affect the performance of certain investments or issuers of those investments and thus, can have a negative impact on the overall performance of such investments. Liquidity Risk: Certain assets may not be readily converted into cash or may have a very limited market in which they trade. This can create a substantial delay in the receipt of proceeds from an investment. Liquidity risk can also result in unfavorable pricing when exiting (i.e. not being able to quickly get out of an investment before the price drops significantly) a particular investment and therefore, can have a negative impact on investment returns. Manager Risk: There is always the possibility that poor security selection will cause your investments to underperform relative to benchmarks or other funds with a similar investment objective. Market Risk: The value of your portfolio may decrease if the value of an individual company or multiple companies in the portfolio decreases or if our belief about a company’s intrinsic worth is incorrect. Further, regardless of how well individual companies perform, the value of your portfolio could also decrease if there are deteriorating economic or market conditions. It is important to understand that the value of your investment may fall, sometimes sharply, in response to changes in the market, and you could lose money. Investment risks include price risk as may be observed by a drop in a security’s price due to company specific events (e.g. earnings disappointment or downgrade in the rating of a bond) or general market risk (e.g. such as a “bear” market when stock values fall in general). For fixed-income securities, a period of rising interest rates could erode the value of a bond since bond values generally fall as bond yields go up. Past performance is not a guarantee of future returns. Money Market Risk: An investment in a money market fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although a money market fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. Operational Risk: Operational risk can be experienced when an issuer of an investment product is unable to carry out the business it has planned to execute. Operational risk can be experienced as a result of human failure, operational inefficiencies, system failures, or the failure of other processes critical to the business operations of the issuer or counter party to the investment. Strategy Risk: There is no guarantee that the investment strategies discussed herein will work under all market conditions and each investor should evaluate his/her ability to maintain any investment he/she is considering in light of his/her own investment time horizon. Investments are subject to risk, including possible loss of principal. Page 13  The risks associated with a particular strategy are provided to each Client in advance of investing Client accounts. The Advisor will work with each Client to determine their tolerance for risk as part of the portfolio construction process. Past performance is not a guarantee of future returns. Investing in securities and other investments involve a risk of loss that each Client should understand and be willing to bear. Clients are reminded to discuss these risks with the Advisor. Item 9 – Disciplinary Information There are no legal or disciplinary events that are material to the evaluation of our advisory business or the integrity of our management. Item 10 – Other Financial Industry Activities and Affiliations Broker-Dealer Affiliation As noted in Item 5.E., Advisory Persons of Keystone are also registered representatives of PKS. In one’s separate capacity as a registered representative, an Advisory Person will typically receive commissions for the implementation of recommendations for commissionable transactions. Clients are not obligated to implement any recommendation provided by an Advisory Person. Neither the Advisor nor its Advisory Person will earn ongoing investment advisory fees in connection with any products or services implemented in one’s separate capacity as a registered representative. Insurance Agency Affiliations Advisory persons are also licensed insurance professionals. Implementations of insurance recommendations are separate and apart an Advisory Person’s role with Keystone. As an insurance professional, one may receive customary commissions and other related revenues from the various insurance companies whose products are sold. Advisory Persons are not required to offer the products of any particular insurance company. Commissions generated by insurance sales do not offset regular advisory fees. This may cause a conflict of interest in recommending certain products of the insurance companies. Clients are under no obligation to implement any recommendations made by the Advisor or any of its Advisory Persons. Cornerstone Wealth Service Mr. Shattuck Lamm and Mr. Mark Thatcher are also co-owners of Cornerstone Wealth Service which provides back-office operational, compliance and administrative services to RIA Firms. Furthermore, Cornerstone utilizes Patent Pending software co-owned by Mr. Mark Thatcher in order to host the HOAinvest.com website. The purpose of this website is to streamline the investment recommendation and approval process for the purchase and sale of various investment products for Homeowners Associations. Furthermore, Homeowners Associations accessing the hoainvest.com website directly will have the ability to subscribe and be referred to Keystone Private Wealth or Capital CS Group. Capital CS Group is an unaffiliated Registered Investment Adviser for which Cornerstone Wealth Service provides back-office operational services. More information about the endorsements provided by Cornerstone Wealth Service will be described in item 14 of this brochure as well as in the disclosure documents provided to HOA’s introduced through HOAinvest.com. Furthermore, our firm is not registered, nor does it have an application pending to register, as a broker-dealer, investment company or pooled investment vehicle, futures commission merchant, commodity pool operator, commodity trading advisor, banking or thrift institution, accountant or accounting firm, lawyer or law firm, pension consultant, real estate broker or dealer or a sponsor or syndicator of limited partnership, or an associated person of the foregoing entities. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Keystone has implemented a Code of Ethics that defines our fiduciary commitment to each Client. This Code of Ethics applies to all persons associated with Keystone (our “Supervised Persons”). The Code of Ethics was developed to provide general ethical guidelines and specific instructions regarding our duties to you, our Client. Keystone and its personnel owe a duty of loyalty, fairness and good faith towards each Client. It is the obligation of Keystone Supervised Persons to adhere not only to the specific provisions of the Code, but also to the general principles that guide the Code. The Code of Ethics covers a range of topics that address employee ethics and conflicts of interest. To request a copy of our Code of Ethics, please contact us at (760) 818-7020. Page 14  B. Personal Trading with Material Interest Keystone allows the purchase or sale of the same securities that may be recommended to and purchased on behalf of Clients. Keystone does not act as principal in any transactions. In addition, the Advisor does not act as the general partner of a fund, or advise an investment company. Keystone does not have a material interest in any securities traded in Client accounts. C. Personal Trading in Same Securities as Clients Keystone allows the purchase or sale of the same securities that may be recommended to and 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. As noted above, we have adopted a Code of Ethics, which addresses insider trading (material non-public information controls) and personal securities reporting procedures. When trading for personal accounts, Supervised Persons of Keystone may have a conflict of interest if trading in the same securities. The fiduciary duty to act in the best interest of its Clients can potentially be violated if personal trades are made with more advantageous terms than Client trades, or by trading based on material non-public information. This risk is mitigated by Keystone requiring reporting of personal securities trades by its employees for review by the Chief Compliance Officer (“CCO”). We have also adopted written policies and procedures to detect the misuse of material, non-public information. D. Personal Trading at Same Time as Client While Keystone allows the purchase or sale of the same securities that may be recommended to and purchased on behalf of Clients, such trades are typically aggregated with Client orders or traded afterwards. At no time will Keystone transact in any security to the detriment of any Client. Item 12 – Brokerage Practices A. Recommendation of Custodian[s] Keystone does not have discretionary authority to select the broker-dealer/custodian for custody and execution services. The Client will select the broker-dealer/custodian (herein the "Custodian") to safeguard Client assets and authorize Keystone to direct trades to this Custodian as agreed in the investment advisory agreement. Further, Keystone does not have the discretionary authority to negotiate commissions on behalf of our Clients on a trade- by-trade basis. Where Keystone does not exercise discretion over the selection of the Custodian, it may recommend the Custodian to Clients for custody and execution services. Clients are not obligated to use the Custodian recommended by the Advisor and will not incur any extra fee or cost associated with using a Custodian not recommended by Keystone. Keystone may recommend the Custodian based on criteria such as, but not limited to, reasonableness of commissions charged to the Client, services made available to the Client, and its overall reputation. Keystone does not receive research services, other products, or compensation as a result of recommending a particular broker- dealer/custodian that may result in the Client paying higher commissions than those obtainable through other broker-dealer/custodians. Keystone will generally recommend that Clients establish their account[s] at Charles Schwab & Co., Inc. (“Schwab”), a FINRA-registered broker-dealer and member SIPC, Schwab will serve as the Client’s “qualified custodian”. Keystone maintains an institutional relationship with Schwab, whereby the Advisor receives economic benefits from Schwab. Following are additional details regarding the brokerage practices of the Advisor: 1. Soft Dollars - Soft dollars are revenue programs offered by broker-dealers/custodians whereby an advisor enters into an agreement to place security trades with such parties in exchange for research and other services. Schwab may make certain research and brokerage services available at no additional cost to our firm. Research products and services provided by Schwab may include: research reports on recommendations or other information about particular companies or industries; economic surveys, data and analyses; financial publications; portfolio evaluation services; financial database software and services; computerized news and pricing services; quotation equipment for use in running software used in investment decision-making; and other products or services that provide lawful and appropriate assistance by Schwab to our firm in the performance of our investment decision-making responsibilities. The aforementioned research and brokerage services qualify for the safe harbor exemption defined in Section 28(e) of the Securities Exchange Act of 1934. However, the Advisor does receive certain economic benefit from the Custodian as described in Item 14 below. Page 15  2. Brokerage Referrals - Keystone does not receive any compensation from any third party in connection with the recommendation for establishing an account. 3. Directed Brokerage - All Clients are serviced on a “directed brokerage basis”, where Keystone will place trades within the established account[s] at the Custodian designated by the Client. In certain situations, the Client may separately direct the Advisor to trade-away from the Custodian. Further, all Client accounts are traded within their respective brokerage account[s], unless instructed otherwise by the Client. The Advisor will not engage in any principal transactions (i.e., trade of any security from or to the Advisor’s own account) or cross transactions with other Client accounts (i.e., purchase of a security into one Client account from another Client’s account[s]). In selecting the Custodian, Keystone will not be obligated to select competitive bids on securities transactions and does not have an obligation to seek the lowest available transaction costs. These costs are determined by the Custodian. B. Aggregating and Allocating Trades The primary objective in placing orders for the purchase and sale of securities for Client accounts is to obtain the most favorable net results taking into account such factors as 1) price, 2) size of order, 3) difficulty of execution, 4) confidentiality and 5) skill required of the Custodian. Keystone will execute its transactions through the Custodian as designated by the Client, unless otherwise instructed. Keystone may aggregate orders in a block trade or trades when securities are purchased or sold through the same Custodian for multiple (discretionary) accounts. If a block trade cannot be executed in full at the same price or time, the securities actually purchased or sold by the close of each business day must be allocated in a manner that is consistent with the initial pre-allocation or other written statement. This must be done in a way that does not consistently advantage or disadvantage particular Client accounts. Item 13 – Review of Accounts A. Frequency of Reviews Investments in Client accounts are monitored on a regular and continuous basis by Mr. Thatcher (Managing Member & Investment Adviser Representative) & Mr. Lamm (Managing Member & Chief Compliance Officer). Formal reviews are generally conducted at least annually or more or less frequently depending on the needs of the Client. B. Causes for Reviews In addition to the investment monitoring noted in Item 13.A., each Client account shall be reviewed at least annually. Reviews may be conducted more or less frequently at the Client’s request. Accounts may be reviewed as a result of major changes in economic conditions, known changes in the Client’s financial situation, and/or large deposits or withdrawals in the Client’s account[s]. The Client is encouraged to notify Keystone if changes occur in the Client’s personal financial situation that might adversely affect the Client’s investment plan. Additional reviews may be triggered by material market, economic or political events. C. Review Reports The Client will receive brokerage statements no less than quarterly from the Custodian. These brokerage statements are sent directly from the Custodian to the Client. The Client may also establish electronic access to the Custodian’s website so that the Client may view these reports and their account activity. Client brokerage statements will include all positions, transactions and fees relating to the Client’s account[s]. The Advisor may also provide Clients with periodic reports regarding their holdings, allocations, and performance. Item 14 - Client Referrals and Other Compensation A. Compensation Received by Keystone Participation in Schwab’s Institutional Advisor Platform Keystone has established an institutional relationship with Schwab through its “Schwab Advisor Services” unit, a division of Schwab dedicated to serving independent advisory firms like Keystone. As a registered investment advisor participating on the Schwab Advisor Services platform, Keystone receives access to software and related Page 16  support without cost because the Advisor renders investment management services to Clients that maintain assets at Schwab. Services provided by Schwab Advisor Services benefit the Advisor and many, but not all services provided by Schwab will benefit Clients. In fulfilling its duties to its Clients, the Advisor endeavors at all times to put the interests of its Clients first. Clients should be aware, however, that the receipt of economic benefits from a custodian creates a potential conflict of interest since these benefits may influence the Advisor's recommendation of this custodian over one that does not furnish similar software, systems support, or services. Services that Benefit the Client – Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of Client’s funds and securities. Through Schwab, the Advisor may be able to access certain investments and asset classes that the Client would not be able to obtain directly or through other sources. Further, the Advisor may be able to invest in certain mutual funds and other investments without having to adhere to investment minimums that might be required if the Client were to directly access the investments. Services that May Indirectly Benefit the Client – Schwab provides participating advisors with access to technology, research, discounts and other services. In addition, the Advisor receives duplicate statements for Client accounts, the ability to deduct advisory fees, trading tools, and back office support services as part of its relationship with Schwab. These services are intended to assist the Advisor in effectively managing accounts for its Clients, but may not directly benefit all Clients. In addition, Schwab has agreed to provide transition assistance by covering ACT fees for Clients who custody with Schwab. Services that May Only Benefit the Advisor – Schwab also offers other services and financial support to Keystone that may not benefit the Client, including: educational conferences and events, financial start-up support, consulting services and discounts for various service providers. Schwab also covers ACAT fees for Clients who join Schwab’s platform. Access to these services creates a financial incentive for the Advisor to recommend Schwab, which results in a potential conflict of interest. Keystone believes, however, that the selection of Schwab as Custodian is in the best interests of its Clients. Keystone has entered in an additional agreement with Schwab where if certain new asset thresholds are met over a given period of time, Schwab will agree to pay for additional software/technology expenses. If you would like to know more about the exact implications of these benefits from Schwab please contact Keystone’s CCO. Mutual Fund Companies In addition, Keystone receives a discount on research services from mutual fund companies. Keystone may also cosponsor events with mutual fund companies. While this presents a conflict of interest, Keystone will always adhere to its fiduciary duties in selecting appropriate investments for Clients. B. Client Referrals from Solicitors In accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, our firm provides cash or non-cash compensation directly or indirectly to unaffiliated or affiliated persons for testimonials or endorsements (which include client referrals). Such compensation arrangements will not result in higher costs to the referred client. In this regard, our firm maintains a written agreement with each unaffiliated person that is compensated for testimonials or endorsements in an aggregate amount of $1,000 or more (or the equivalent value in non-cash compensation) over a trailing 12-month period in compliance with Rule 206 (4)-1 of the Investment Advisers Act of 1940 and applicable state and federal laws. The following information will be disclosed clearly and prominently to referred prospective clients at the time of each testimonial or endorsement: • Whether or not the unaffiliated person is a current client of our firm, • A description of the cash or non-cash compensation provided directly or indirectly by our firm to the unaffiliated person in exchange for the referral, if applicable, and • A brief statement of any material conflicts of interest on the part of the unaffiliated person giving the referral resulting from our firm’s relationship with such unaffiliated person. In cases where state law requires licensure of solicitors, our firm ensures that no solicitation fees are paid unless the solicitor is registered as an investment adviser representative of our firm. If our firm is paying solicitation fees to another registered investment adviser, the licensure of individuals is the other firm’s responsibility. Page 17  Our firm will also receive non-compensated endorsements from an affiliated third party in accordance with Rule 206 (4)-1 of the Investment Advisers Act of 1940, the following information will be disclosed clearly and prominently to referred prospective clients at the time of each endorsement: • That the entity performing the referral is affiliated to our firm, • A description of the cash or non-cash compensation provided directly or indirectly by our firm to the affiliated person in exchange for the referral, if applicable, and • A brief statement of any material conflicts of interest on the part of the affiliated person giving the referral resulting from our firm’s relationship with such affiliated person. Item 15 – Custody A. Direct Fee Debiting While our firm does not maintain physical custody of client assets (which are maintained by a qualified custodian, as discussed above), we are deemed to have custody of certain client assets if given the authority to withdraw assets from client accounts, as further described below under “Third Party Money Movement.” All our clients receive account statements directly from their qualified custodian(s) at least quarterly upon opening of an account. We urge our clients to carefully review these statements. Additionally, if our firm decides to send its own account statements to clients, such statements will include a legend that recommends the client compare the account statements received from the qualified custodian with those received from our firm. Clients are encouraged to raise any questions with us about the custody, safety or security of their assets and our custodial recommendations. B. Third Party Money Movements The SEC issued a no‐action letter (“Letter”) with respect to the Rule 206(4)‐2 (“Custody Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The letter provided guidance on the Custody Rule as well as clarified that an adviser who has the power to disburse client funds to a third party under a standing letter of instruction (“SLOA”) is deemed to have custody. As such, our firm has adopted the following safeguards in conjunction with our custodian, Schwab: • The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. • The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. • The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. • The client has the ability to terminate or change the instruction to the client’s qualified custodian. • The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. • The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. • The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16 – Investment Discretion Clients generally provide our firm with investment discretion on their behalf, pursuant to an executed investment advisory client agreement. By granting investment discretion, our firm is authorized to execute securities transactions, determine which securities are bought and sold, and the total amount to be bought and sold. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. In rare cases, our firm will make an exception to this policy and manage client assets on a non-discretionary basis. Should clients grant our firm non-discretionary authority, our firm would be required to obtain the client’s permission prior to effecting securities transactions. Limitations may be imposed by the client in the form of specific constraints on any of these areas of discretion with our firm’s written acknowledgement. Page 18  Item 17 – Voting Client Securities SEC Rule 206(4)-6 requires investment advisers who have voting authority with respect to securities held in their clients’ accounts to monitor corporate actions and vote proxies in their clients’ interests. Keystone is required by the SEC to adopt written policies and procedures, make those policies and procedures available to clients, and retain certain records with respect to proxy votes cast. Keystone considers proxy voting an important right of Clients as shareholders and believe that reasonable care and diligence must be taken to ensure that such rights are properly and timely exercised. Investment Management Clients have the option of providing Keystone with the authority to vote proxies. Keystone will not vote proxies for Retirement Plan Consulting Clients. When Keystone has discretion to vote the proxies of Clients, our firm will vote those proxies in the Client’s best interests and in accordance with these policies and procedures. Clients may request a copy of our written policies and procedures regarding proxy voting and/or information on how particular proxies were voted by contacting our Chief Compliance Officer, Shad Lamm, by phone at (760) 818-7020 or email at shad@KeystonePW.com. Policy for Voting Proxies All proxies received by our firm will be given to our Chief Compliance Officer or designated person for processing. Our Chief Compliance Officer will determine which accounts managed by our firm hold the security to which the proxy relates. These accounts and their share holdings will be matched to the proxies received for each security. Missing proxies or significant variances in shares held will be investigated. A grid of securities being voted will be updated with each proxy being voted. The grid will also contain a list of clients with the security voted upon. Our Chief Compliance Officer will review each item for voting on each proxy. Based on our proxy voting guidelines outlined below, a determination of how our firm votes will be made. Proxies will generally be voted online unless custodian requires mailed forms. In the absence of standing voting guidelines from the client, our firm will vote proxies in accordance with Board recommendation. Our firm seeks to ensure compliance with the new Exchange Act Rule 14a-11. In accordance with the aforementioned rule, our firm provides shareholders with the opportunity to nominate directors at a shareholder meeting under the applicable state or foreign law. Clients also have the ability to have their nominees included in the company proxy materials sent to all of our shareholders. Furthermore, the clients as shareholders also have the ability to use the shareholder proposal process to establish procedures for the inclusion of shareholder director nominations in company proxy materials. Proxies Voting Guidelines Where voting authority exists, proxies are voted by our firm according to Board recommendations in categories listed below among others unless not deemed to be in the best interests of the client: • • for directors and for management on routine matters; for a limit on or reduction of the number of directors, and for an increase in the number of directors on a case by case basis; • against the creation of a tiered board; • • • • • • • for the elimination of cumulative voting; for independence of auditors; for deferred compensation; for profit sharing plans; for stock option plans unless the plan could result in material dilution to shares outstanding or is excessive; for stock repurchases; for an increase in authorized shares unless the authorization effectively results in a blind investment pool for shareholders; for reductions in the par value of stock; for company name changes; for routine appointments of auditors. • • • Page 19  Our firm abstains on motions to limit directors' liability. Material issues not addressed above (e.g., mergers, poison pills, social investing and miscellaneous shareholder proposals) are dealt with on a case-by-case basis. Our firm will defer to instruction from clients in all voting matters. Records of all issues and votes are maintained and reported to clients as requested. Our firm recognizes that under certain circumstances our firm may have a conflict of interest between us and our clients. Such circumstances may include, but are not limited to, situations where our firm or one or more of our affiliates, including officers, directors and employees, has or is seeking a client relationship with the issuer of the security that is the subject of the proxy vote. Our firm shall periodically inform our employees that they are under an obligation to be aware of the potential for conflicts of interest on the part of our firm with respect to voting proxies on behalf of funds, both as a result of our employee’s personal relationships and due to circumstances that may arise during the conduct of our business, and to bring conflicts of interest of which they become aware to the attention of the proxy manager. Our firm shall not vote proxies relating to such issuers on behalf of client accounts until our firm has determined that the conflict of interest is not material or a method of resolving such conflict of interest has been agreed upon by our management team. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence our decision-making in voting a proxy. Materiality determinations will be based upon an assessment of the particular facts and circumstances. If our firm determines that a conflict of interest is not material, our firm may vote proxies notwithstanding the existence of a conflict. If the conflict of interest is determined to be material, the conflict shall be disclosed to our management team and our firm shall follow the instructions of the management team. Our Chief Compliance Officer will maintain files relating to our proxy voting procedures. Records will be maintained and preserved for 5 years from the end of the fiscal year during which the last entry was made on a record, with records for the last two years kept on our premises. Records of the following will be included in the files: • a copy of each proxy statement that our firm receives, provided however that our firm may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements that are available; • a record of each vote that our firm casts; • a copy of any document our firm created that was material to making a decision how to vote proxies, or that memorializes that decision; • a copy of each written client request for information on how our firm voted such client’s proxies, and a copy of any written response to any client request for information on how our firm voted their proxies. Our written policies and procedures regarding proxy voting are disclosed here. Information on how particular proxies were voted may contact our Chief Compliance Officer. Our firm does not pay for proxy voting services with soft dollars. Also, our firm does not charge an additional fee to vote proxies. Item 18 – Financial Information Neither Keystone, nor its management, have any adverse financial situations that would reasonably impair the ability of Keystone to meet all obligations to its Clients. Neither Keystone, nor any of its advisory persons, has been subject to a bankruptcy or financial compromise. Keystone is not required to deliver a balance sheet along with this Disclosure Brochure as the Advisor does not require or solicit prepayment of $1,200 or more, six months or more in advance. Page 20