Kg Capital Management, LLC

Item 1 – Cover Page Part 2A of Form ADV KG Capital Management, LLC 4782 Prosperity Street Saint Francisville, LA 70775 Phone: (225) 245-5153 Email: Jade@kgcapitalmanagement.com Website: www.KGCapitalManagement.com June 2, 2026 This Brochure provides information about the qualifications and business practices of KG Capital Management, LLC. If you have any questions about the contents of this Brochure, please contact us using the information listed above. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. KG Capital Management, LLC (CRD# 164500) is a registered investment advisor with the SEC. Registration of an investment advisor does not imply any certain level of skill or training. Additional information about KG Capital Management, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes There are no material changes to report since our last ADV Annual Amendment filing made on March 6, 2026. 2  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 ....................................................................................8 Item 6 - Performance-Based Fees and Side-By-Side Management ........................ 11 Item 7 – Types of Clients & Account Minimums ......................................................... 11 Item 8 – Methods of Analysis, Investment Strategies, Investment Tools, and Risk of Loss ............................................................................................................................. 12 Item 9 – Disciplinary Information .................................................................................. 17 Item 10 – Other Financial Industry Activities and Affiliations ................................... 17 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ............................................................................................................... 18 Item 12 – Brokerage Practices ....................................................................................... 20 Item 13 – Review of Accounts ........................................................................................ 21 Item 14 – Client Referrals and Other Compensation .................................................. 21 Item 15 – Custody ............................................................................................................ 21 Item 16 – Investment Discretion .................................................................................... 22 Item 17 – Voting Client Securities ................................................................................. 23 Item 18 – Financial Information ..................................................................................... 23 3  Item 4 – Advisory Business Description of the Advisory Firm A. KG Capital Management, LLC (“KG”) was formed in May 2012 and is based in the State of Louisiana. KG’s principal owners are Gabriel S. Kora III and Andrew A. Grezaffi III. Types of Advisory Services B. PORTFOLIO MANAGEMENT & INVESTMENT SUPERVISORY SERVICES KG offers portfolio management and investment supervisory services to advisory Clients. KG will offer Clients ongoing portfolio management and investment supervisory services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. KG creates an Investment Policy Statement for each Client and/or household. Discretionary When the Client elects to use KG on a discretionary basis, the Client will sign a limited trading authorization or equivalent allowing KG to determine the securities to be bought or sold and the amount of the securities to be bought or sold. KG will have the authority to execute transactions in the account without seeking Client consent for each transaction. Non-Discretionary When the Client elects to use KG on a non-discretionary basis, KG will determine the securities to be bought or sold and the amount of the securities to be bought or sold. However, KG will obtain prior Client consent for each and every transaction before executing any transaction. HELD-AWAY ASSETS KG utilizes a third-party platform to facilitate the management of held-away assets, in which we will have discretionary authority. These are primarily 401(k) accounts, 529 Plans, HSAs, and other assets which are held at third-party custodians. KG regularly reviews, monitors and trades in these accounts in the same way we do other accounts. KG will seek to align the Client’s held-away account(s) with their overall investment time horizon, risk tolerance, objectives and goals. ERISA PLAN SERVICES KG offers service to qualified and non-qualified retirement plans including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans (“Plan”). Limited Scope ERISA 3(21) Fiduciary. KG acts as a limited scope ERISA 3(21) fiduciary that can advise and assist plan sponsors with their investment decisions. As an investment advisor, KG has a fiduciary duty to act in the best interest of the Client. The plan sponsor is ultimately responsible for the decisions made in their plan, though using KG can help the plan sponsor delegate liability by following a diligent process. 4  1. Fiduciary Services are: • Provide investment advice to the Plan about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. The Plan Sponsor will make the final decision regarding the initial selection, retention, removal and addition of investment options. KG acknowledges that it is a fiduciary as defined in ERISA section 3(21) (A) (ii). • Assist the Plan in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. The Plan shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend the IPS. • Provide investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative (“QDIA”) for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Plan retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c)(5) and 404(a)5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. • Meet with the Plan Sponsor on a periodic basis to discuss the reports and the investment recommendations. 2. Non-fiduciary Services are: • Assist in the education of Plan participants with general investment information and the investment alternatives available to them under the Plan. The Plan understands KG’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, KG is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. KG will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. KG may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between KG and the Plan. 3. KG has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Stock brokerage accounts or mutual fund windows; 5  • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in calculation of fees paid to KG on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. 3(38) Investment Manager. KG acts as an ERISA 3(38) Investment Manager in which it has discretionary management and control of a given retirement plan’s assets. KG would then become solely responsible and liable for the selection, monitoring and replacement of the plan’s investment options. 1. Fiduciary Services include: • Advisor has discretionary authority and will make the final decision regarding the initial selection, retention, removal and addition of investment options in accordance with the Plan’s investment policies and objectives. • Assist the Plan Sponsor with the selection of a broad range of investment options consistent with ERISA Section 404(c) and the regulations thereunder. • Assist the Plan Sponsor in the development of an investment policy statement. The IPS establishes the investment policies and objectives for the Plan. • Provide discretionary investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Plan Sponsor retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(c)(5). • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. • Meet with Plan Sponsor on a periodic basis to discuss the reports and the investment recommendations. 2. Non-fiduciary Services include: • Assist in the education of Plan participants with general investment information and the investment alternatives available to them under the Plan. The Advisor’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, the Advisor is not providing fiduciary advice as defined by ERISA to the Plan participants. Advisor will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or 6  beneficiary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. KG may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between Advisor and Plan Sponsor. 3. KG has no responsibility to provide services related to the following types of assets (“Excluded Assets”): a. Employer securities; b. Real estate (except for real estate funds or publicly traded REITs); c. Stock brokerage accounts or mutual fund windows; d. Participant loans; e. Non-publicly traded partnership interests; f. Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or g. Other hard-to-value or illiquid securities or property. FINANCIAL PLANNING AND CONSULTING Services include an evaluation of Client's current and future financial state using currently known variables to predict future cash flows, asset values, recommend purchase and sales, and withdrawal plans. KG will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans. Topics for planning may include, but are not limited:  Personal net worth analysis: A review of assets and liabilities serves as a benchmark for measuring progress towards financial goals.  Cash flow analysis: An income and spending plan determines how much can be set aside for debt repayment, savings and investing each month.  Retirement strategy: A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution.  Long-term investment plan: Build a customized asset allocation strategy based on specific investment objectives and a risk profile. This strategy sets guidelines for selecting, buying and selling investments and establishing benchmarks for performance review.  Tax reduction strategy: Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax favored investment vehicles that can reduce taxation of investment income.  Estate preservation: Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births. If a conflict of interest exists between the interests of KG and the interests of the Client, the 7  Client is under no obligation to act upon KG’s recommendation. If the Client elects to act on any of the recommendations, the Client is under no obligation to affect the transaction through KG. Client-Tailored Services and Client-Imposed Restrictions C. The Client’s financial needs, investment goals, tolerance for risk, and investment objectives are documented in KG’s Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. These restrictions may, however, prohibit engagement with KG. Wrap Fee Programs D. KG does not participate in a Wrap Program. Amounts Under Management E. As of December 31, 2025, KG provides management services for: Discretionary Assets: $193,111,517 Non-Discretionary Assets: $6,403,012 Item 5 – Fees and Compensation Fee Schedule A. PORTFOLIO MANAGEMENT & INVESTMENT SUPERVISORY SERVICES KG charges an annual investment advisory fee based on the total assets under management as follows: Assets Under Management Maximum Annual Fee $0 - $2,000,000 1.50% $2,000,001 - $4,000,000 1.25% Above $4,000,000 .75% This is a tiered fee schedule, meaning the entire account is charged the same management fee. Fees are billed monthly in advance based on the amount of assets managed as of the close of business on the last business day of the previous billing period. Investment advisory fees are negotiable. KG may group certain related Client accounts, often known as “householding”, for the purposes of achieving the minimum annualized fee. HELD-AWAY ASSETS For Client accounts held at a custodian that is not directly accessible by KG, such as held- 8  away assets, KG can manage those assets via a third-party platform which allows KG to view and manage these assets in a discretionary manner. Held-away assets will be included in the Client’s total assets subject to the fee schedule above. However, as it might not be possible to directly debit the fees from these accounts, those fees will be deducted from the Client’s non-qualified account(s), or the Client will be billed directly. ERISA PLAN SERVICES The annual fees are based on the market value of the Included Assets and shall not exceed 1.50%. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets) on the last business day of the previous billing period. The fee schedule, which includes compensation of KG for the services provided, is described in detail in the ERISA Plan Agreement. The Plan is obligated to pay the fees; however, the Plan Sponsor may elect to pay the fees. Clients may elect to be billed directly or have fees deducted from Plan Assets. KG does not reasonably expect to receive any additional compensation, directly or indirectly, for its services. If additional compensation is received, KG will disclose this compensation, the services rendered, and the payer of compensation. FINANCIAL PLANNING AND CONSULTING KG charges an hourly fee for financial planning and consulting. Prior to the planning process the Client will be provided an estimated plan fee which will be based on the complexity of the engagement. For hourly fee arrangements, fees are paid in advance, but never more than six (6) months in advance. Services will be completed and delivered within six (6) months contingent upon timely delivery of all required documentation. KG reserves the right to waive the fee should the Client implement the plan through KG. HOURLY FEES Hourly fee services are offered based on an hourly fee of $250 per hour. Fees for financial plans are billed upon completion of the plan. Payment of Fees B. Portfolio Management & Investment Supervisory Service fees are generally deducted directly from the Client’s Account. ERISA fees are generally deducted directly from the Client’s/Plan Assets. Financial Planning and Consulting fees are generally invoiced directly to the Client but may also be deducted from another account held with KG. KG, in its sole discretion, may charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). 9  For all services, Clients may terminate their engagement with KG within five (5) business days of signing an Agreement with no obligation and without penalty. After the initial five (5) business days, the Agreement may be terminated by KG with thirty (30) days written notice to Client and by the Client at any time with written notice to KG. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. In the case of hourly engagements, fees will be prorated based on the work completed at the stated hourly rate. All unpaid earned fees will be due to KG and all unearned fees will be refunded to the Client within fourteen (14) business days. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. Additional Fees C. Custodians may charge brokerage commissions, transaction fees, and other related costs on the purchases or sales of mutual funds, equities, bonds, options, margin interest, and exchange-traded funds. Mutual funds, money market funds, and exchange-traded funds may also charge internal management fees, which are disclosed in the fund’s prospectus. KG does not directly receive any compensation from these fees. These fees are in addition to the management fee you pay to KG. For more details on the brokerage practices, see Item 12 of this brochure. Prepayment of Fees D. KG does not expect Clients to prepay fees. External Compensation for the Sale of Securities E. Certain Investment Advisor Representatives of KG may also be registered as Registered Representatives of a broker-dealer, which allows them to perform brokerage services for Clients by executing security transactions. This practice represents a conflict of interest because the Investment Advisor Representatives can choose between offering Client’s fee- based programs and services (as is typical of an advisory relationship) and/or commission- based products and services (as is typical of a brokerage relationship). While a Client generally pays a fee to their Investment Advisor Representatives on an advisory account based on the value of account assets and not the number of transactions, in their capacities as Registered Representatives, an Investment Advisor Representative can offer securities and receive a commission, markup, or markdown on each transaction. An example of this may be a transaction commission on a mutual fund purchase, with additional compensation paid from an ongoing 12b-1 trailing commission compensation directly from the mutual fund company during the period that the Client maintains the mutual fund investment. Our Investment Advisor Representatives do not receive these 12b-1 fees in relation to managed investment advisory accounts in their role as Registered Representatives. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Moreover, Clients are not required to engage the broker-dealer or it’s representatives if they do not wish to. More information on this can be found in the respective Investment Advisor Representative’s Form U4 and ADV 2B. Cash Sweep When Clients open accounts with KG, we typically recommend a “sweep option” to hold funds awaiting investment. The sweep options made available to Client accounts through our 10  affiliated broker-dealer include cash and several money market funds. When a Client does not select a money market fund or selects cash as the sweep option for their account, our affiliated broker-dealer is eligible to receive credit interest from our custodian. This creates a conflict in that it may incentivize KG to recommend cash as the sweep option to increase the compensation paid to our affiliated broker-dealer. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Margin Interest KG may recommend that Client’s enter into a Margin Agreement with our affiliated broker- dealer. Please also note that the broker-dealer also has the authority to determine, at their discretion, the interest rate on the margin balance. This creates a conflict of interest as the broker-dealer, and indirectly KG will benefit from the interest payments owed on that balance. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Transaction Fees Trades made at our affiliated broker-dealer may be assessed transaction fees (i.e. trade commissions), which is a fee charged by the broker-dealer to execute the transaction. The broker-dealer also has the authority to determine, at their discretion, the amount of such transaction fees. These fees, charged per trade, will be reflected in your trade confirmations provided by the broker-dealer. This creates a conflict of interest as the broker-dealer, and indirectly KG, will benefit when we recommend that you invest your money at our affiliated broker-dealer, since it will generate additional compensation on each and every trade made. This conflict is mitigated by disclosures, procedures, and KG’s fiduciary obligation to place the best interest of the Client first. The above is not an exhaustive list of additional compensation earned due to KG’s relationship with our affiliated broker-dealer. However, because these fees and revenue sources are products of the custodian and broker-dealer, they are fully disclosed in the Brokerage Agreement which you will execute. These fees are in addition to the management fees you pay to KG. Item 6 - Performance-Based Fees and Side-By-Side Management Fees are not based on a share of the capital gains or capital appreciation of managed securities. KG does not use a performance-based fee structure nor “side-by-side” management because of the conflict of interest. Performance based compensation may create an incentive for KG to recommend an investment that may carry a higher degree of risk to the Client. Item 7 – Types of Clients & Account Minimums KG’s Clients are generally individuals, small businesses, trusts, estates, and high net-worth individuals. Client relationships vary in scope and length of service. 11  There is no minimum account size, and Clients are not required to have a certain amount of investment experience or sophistication. Item 8 – Methods of Analysis, Investment Strategies, Investment Tools, and Risk of Loss Methods of Analysis and Investment Strategies A. Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. Security analysis methods may include: Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Cyclical analysis assumes the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. In developing a financial plan for a Client, KG’s analysis may include cash flow analysis, investment planning, risk management, tax planning and estate planning. Based on the information gathered, a detailed strategy is tailored to the Client’s specific situation. The main sources of information include financial newspapers and magazines, annual reports, prospectuses, and filings with the SEC. Investment Strategy B. The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to KG. Each Client executes a client profile form or similar form that documents their objectives and their desired investment strategy. Risks of Investments and Strategies Utilized C. Investing in securities involves risk of loss that Clients should be prepared to bear. KG’s investment approach constantly keeps the risk of loss in mind. Investors may face the following investment risks: General Investment and Trading Risks. Clients may invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. The investment program utilizes such investment techniques as option transactions, margin transactions, short sales, leverage, and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which a Client may be subject. 12  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. Inflation Risk. When any type of inflation is present, a dollar today will buy more than 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 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. 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. Management Risk. The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the Client’s portfolio may suffer. Cybersecurity Risk. KG and its service providers may be subject to operational and information security risks resulting from cyberattacks. Cyberattacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cybersecurity attacks affecting KG and its service providers may adversely impact Clients. For instance, cyberattacks may interfere with the processing of transactions, cause the release of private information about Clients, impede trading, subject KG to regulatory fines or financial losses, and cause reputational damage. Similar types of cybersecurity risks are also present for issuers of securities in which Clients may invest in, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damage, and loss from damage or interruption of systems. Although KG has established its systems to reduce the risk of these incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that KG does not directly control the cybersecurity measures and policies employed by third party service providers. Options Trading. The risks involved with trading options are that they are very time-sensitive investments. An options contract is generally a few months. The buyer of an option could lose his or her entire investment even with a correct prediction about the direction and magnitude of a particular price change if the price change does not occur in the relevant time period (i.e., before the option expires). Additionally, options are less tangible than some other 13  investments. An option is a “book-entry” only investment without a paper certificate of ownership. Trading on Margin. In a cash account, the risk is limited to the amount of money that has been invested. In a margin account, risk includes the amount of money invested plus the amount that has been loaned. As market conditions fluctuate, the value of marginable securities will also fluctuate, causing a change in the overall account balance and debt ratio. As a result, if the value of the securities held in a margin account depreciates, the Client will be required to deposit additional cash or make full payment of the margin loan to bring the account back up to maintenance levels. Clients who cannot comply with such a margin call may be sold out or bought in by the brokerage firm. Exchange-Traded Funds. ETFs are a type of index fund bought and sold on a securities exchange. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. ETFs are also subject to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the underlying reference units; and (ii) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. Mutual Fund Risks. An investment in mutual funds could lose money over short or even long periods. A mutual fund’s share price and total return are expected to fluctuate within a wide range, like the fluctuations of the overall stock market. Common Stocks and Equity-Related Securities. Certain ETFs or mutual funds hold common stock. Prices of common stock react to the economic condition of the company that issued the security, industry and market conditions, and other factors which may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants, and options may also vary widely. Small- and Mid-Cap Risks. Certain ETFs and mutual funds hold securities of small- and mid- cap issuers. Securities of small-cap issuers may present greater risks than those of large- cap issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses, and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts, and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments, and to market rumors than the market prices of large-cap issuers. Futures, Commodities, and Derivative Investments. Certain ETFs and mutual funds hold commodities, commodities contracts, and/or derivative instruments, including futures, 14  options and swap agreements. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts, and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options, and swap agreements also depends upon the price of the commodities underlying them. In addition, Client assets are subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Highly Volatile Markets. The prices of financial instruments can be highly volatile. Price movements of forward and other derivative contracts are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Clients are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Non-U.S. Securities. Certain ETFs and mutual funds hold securities of non-U.S. issuers. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility, and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards, and requirements comparable to or as uniform as those of U.S. issuers. Emerging Markets. Certain ETFs and mutual funds hold securities of emerging markets issuers. In addition to the risks associated with investments outside of the United States, investments in emerging markets (i.e., the developing countries) may involve additional risks. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices, and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Capitalization Risks. Investing in companies within the same market capitalization category carries the risk that the category may be out of favor due to current market conditions or investor sentiment. Market Risks. Turbulence in the financial markets and reduced liquidity may negatively affect the Companies, which could have an adverse effect on each of them. If the securities of the Companies experience poor liquidity, investors may be unable to transact at advantageous 15  times or prices, which may decrease the Company’s returns. In addition, there is a risk that policy changes by central governments and governmental agencies, including the Federal Reserve or the European Central Bank, which could include increasing interest rates, could cause increased volatility in financial markets, which could have a negative impact on the Companies. Furthermore, local, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Companies. For example, the rapid and global spread of COVID-19 resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many Companies’ securities; restrictions on international and, in some cases, local travel; significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers experienced particularly large losses. In addition, the COVID-19 pandemic resulted in increased volatility and/or decreased liquidity in the securities markets. The Companies’ values could decline over short periods due to short-term market movements and over longer periods during market downturns. Inverse and Leveraged Products. KG may recommend and engage in trading with leveraged and inverse products. These products are aggressive in nature and carry unusual and significant risks. They are not appropriate for inexperienced investors. These products are intended to be used/traded daily. Most leveraged and inverse ETFs reset on a daily basis and have published prospectuses that state (1) they're designed to achieve their stated objective within one day, (2) Clients can lose all of their investment potentially in one day, and (3) holding these securities for periods longer than one day could lead to losses even if the underlying index moves in the anticipated direction. Regulatory organizations, such as FINRA & SEC, have released alerts stating that inverse and leveraged ETFs that reset daily typically are not suitable for retail investors who plan to hold them longer than one day. Managers may hold these products in Client accounts for periods of time significantly greater than one day. Investors with holding periods longer than a day expose themselves to substantial risk as the holding period returns will deviate from the returns to a leveraged or inverse investment in the index. It is possible for an investor in a leveraged ETF to experience negative returns even when the underlying index has positive returns. Variable Annuity Risk. A variable annuity is a form of insurance where the seller or issuer (typically an insurance company) makes a series of future payments to a buyer (annuitant) in exchange for the immediate payment of a lump sum (single-payment annuity) or a series of regular payments (regular-payment annuity). The payment stream from the issuer to the annuitant has an unknown duration based principally upon the date of death of the annuitant. At this point, the contract will terminate, and the remainder of the funds accumulated are forfeited unless there are other annuitants or beneficiaries in the contract. Annuities can be purchased to provide an income during retirement. Unlike fixed annuities that make payments in fixed amounts or in amounts that increase by a fixed percentage, variable annuities pay amounts that vary according to the performance of a specified set of investments, typically bond and equity mutual funds. Many variable annuities typically impose asset-based sales charges or surrender charges for withdrawals within a specified period. Variable annuities may impose a variety of fees and expenses, in addition to sales and surrender charges, such 16  as mortality and expense risk charges; administrative fees; underlying fund expenses; and charges for special features, all of which can reduce the return. Earnings in a variable annuity do not provide all the tax advantages of 401(k)s and other before-tax retirement plans. Once the investor starts withdrawing money from their variable annuity, earnings are taxed at the ordinary income rate, rather than at the lower capital gains rates applied to other non-tax- deferred vehicles which are held for more than one year. Proceeds of most variable annuities do not receive a "step-up" in cost basis when the owner dies like stocks, bonds and mutual funds do. Some variable annuities offer "bonus credits." These are usually not free. In order to fund them, insurance companies typically impose mortality and expense charges and surrender charge periods. In an exchange of an existing annuity for a new annuity (so-called 1035 exchanges), the new variable annuity may have a lower contract value and a smaller death benefit; may impose new surrender charges or increase the period of time for which the surrender charge applies; may have higher annual fees; and provide another commission for the broker. Alternative Investments. When appropriate for a Client’s objective, risk tolerance and qualifications, KG recommends the Client participate in private issues, such as single purpose vehicles, funds of funds, private equity, and hedge funds. These are usually structured as limited partnerships with differing minimum investments, liquidity, fees and carries. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment with KG. Item 9 – Disciplinary Information KG and its management have not been involved in any criminal or civil actions, administrative or self-regulatory enforcement proceedings, nor any legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of KG or the integrity of its management. Item 10 – Other Financial Industry Activities and Affiliations Registration as a Broker-Dealer or Broker-Dealer Representative A. Investment Advisor Representatives of KG are also registered as Registered Representatives of Purshe Kaplan Sterling Investments, Inc., which allows them to perform brokerage services for Clients by executing security transactions. This practice represents a conflict of interest because the Investment Advisor Representatives are able to choose between offering Client’s fee-based programs and services (as is typical of an advisory relationship) and/or commission-based products and services (as is typical of a brokerage relationship). While a Client generally pays a fee to their Investment Advisor Representatives on an advisory account based on the value of account assets and not the number of transactions, in their capacities as Registered Representatives, an Investment Advisor Representative can offer securities and receive a commission, markup, or markdown on each transaction. An example of this may be a transaction commission on a mutual fund purchase, with additional compensation paid from an ongoing 12b-1 trailing commission compensation 17  to managed investment advisory accounts in directly from the mutual fund company during the period that the Client maintains the mutual fund investment. Our Investment Advisor Representatives do not receive these 12b-1 fees in their role as Registered relation Representatives. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Clients are not required to engage the broker-dealer or it’s representatives if they do not wish to. More information on this can be found in the respective Investment Advisor Representative’s Form U4 and ADV 2B. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither KG nor its management persons are registered as a futures commission merchant, commodity pool operator, or a commodity trading advisor. Relationships Material to this Advisory Business and Possible Conflicts of Interest C. Investment Advisor Representatives of KG receive external compensation from sales of investment related services as Insurance Agents. This represents a conflict of interest because it gives an incentive to recommend services based on the fee amount received. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Clients are not required to engage the Agent or Agency if they do not wish to. More information on this can be found in the respective Investment Advisor Representative’s Form U4 and ADV 2B. KG and/or its Investment Advisor Representatives may receive external compensation from affiliations as the general partner of private funds/offerings or other pooled investment vehicles. KG may recommend these funds as investments for certain qualifying Clients. This represents a conflict of interest because it gives an incentive to recommend investment in these funds as the general partners will receive additional fees. This conflict is mitigated by disclosures, procedures and KG’s fiduciary obligation to place the best interest of the Client first. Client are under no obligation to invest in such partnerships. Selection of Other Advisors or Managers D. KG does not utilize nor select other advisors. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics A. The supervised persons (supervised persons include employees and/or independent contractors) of KG have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of KG supervised and addresses conflicts that may arise. The Code defines acceptable behavior for supervised persons of KG. The Code reflects KG and its supervised persons’ responsibility to act in the best interest of their Client. One area which the Code addresses is when supervised persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any supervised persons to use non-public material information for their personal 18  profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. KG’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other supervised person, officer or director of KG may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. KG’s Code is based on the guiding principle that the interests of the Client are our top priority. KG’s officers, directors, advisors, and other supervised persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either supervised persons or KG. Certain parts of this Code apply to “access” persons. “Access” persons are supervised persons who have access to non-public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public. Recommendations Involving Material Financial Interests KG will provide a copy of the Code of Ethics to any Client or prospective Client upon request. B. Neither KG nor its related persons recommend to Clients, or buys or sells for Client accounts, securities in which KG or a related person has a material financial interest. Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of C. Interest KG and its supervised persons may invest in the same securities (or related securities, e.g., warrants, options or futures) that KG or a supervised person recommends to Clients. In order to mitigate conflicts of interest, such as frontrunning, KG’s Chief Compliance Officer, or their designee, will no less than quarterly, review firm and/or personal holdings of its supervised persons. These reviews ensure that the personal trading of supervised persons does not disadvantage Clients of KG. Client Securities Recommendations or Trades and Concurrent Advisory Firm D. Securities Transactions and Conflicts of Interest KG and its supervised persons may recommend securities, or buy or sell securities for Clients accounts, at or about the same time, that they also buy or sell the same securities in their own account(s). KG, for instance, will place trades in an account in an attempt to earn better than money market rates. In order to mitigate conflicts of interest, such as frontrunning, KG’s Chief Compliance Officer, or their designee, will no less than quarterly, review firm and/or 19  personal holdings of its supervised persons. These reviews ensure that the personal trading of supervised persons does not disadvantage Clients of KG. Item 12 – Brokerage Practices Factors Used to Select or Recommending Broker-Dealers A. KG requires the use of a specific broker-dealer or custodian. KG will select appropriate broker-dealers based on a number of factors including but not limited to their transaction fees, quality of customer service, and reporting ability. KG relies on the broker-dealer to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by KG. Please note that not all Investment Advisors require their Clients direct brokerage. 1. Research and Other Soft Dollar Benefits KG does not receive soft dollar benefits. 2. Brokerage for Client Referrals KG does not receive Client referrals from any custodian or third party in exchange for using that broker-dealer or third party. 3. Directed Brokerage KG does not allow Client directed brokerage. Investment advisors who manage or supervise Client portfolios have a fiduciary obligation of best execution. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker-dealer involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is effected, the ability to affect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker-dealer and the financial strength and stability of the broker-dealer. KG does not receive any portion of the trading fees. Aggregating Trading for Multiple Client Accounts B. When a Client authorizes discretionary management, KG is authorized in its discretion to aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of KG. All Clients participating in the aggregated order shall receive an average share price with all other transactions. If aggregation is not allowed or infeasible and individual transactions occur (e.g., withdrawal or liquidation requests, odd-lot trades, etc.) an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred. KG will always attempt to aggregate orders whenever it has the opportunity to do so. 20  Item 13 – Review of Accounts Frequency and Nature of Periodic Review and Who Makes Those Reviews A. Account reviews are performed at least annually by Andrew A. Grezaffi III or Gabriel S. Kora III. Account reviews are performed more frequently when market conditions dictate. Reviews of Client accounts include, but are not limited to, a review of Client documented risk tolerance, adherence to account objectives, investment time horizon, and suitability criteria, reviewing target allocations of each asset class to identify if there is an opportunity for rebalancing, and reviewing accounts for tax loss harvesting opportunities. Financial plans are updated as requested by the Client and pursuant to a new or amended Agreement. Factors That Will Trigger a Non-Periodic Review of Client Accounts B. Other conditions that may trigger a review of Clients’ accounts are changes in the tax laws, new investment information, and changes in a Client's own situation. Content and Frequency of Regular Reports C. Clients receive written account statements no less than quarterly for managed accounts. Account statements are issued by the Client’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. KG may also send periodic or other event-inspired reports based on market or portfolio activity. Reports will generally be provided in electronic format. Item 14 – Client Referrals and Other Compensation Economic Benefits from Others A. KG does not receive any economic benefits from external sources. Compensation to Non-Advisory Personnel for Client Referrals B. KG may enter into agreements with individuals and organizations, which may be affiliated or unaffiliated with KG, that refer Clients to KG in exchange for compensation. All such agreements will be in writing and comply with the requirements of Federal or State regulation. If a Client is introduced to KG by a solicitor, KG may pay that solicitor a fee. While the specific terms of each agreement may differ, generally, the compensation will be a flat fee per referral, or a percentage of the introduced capital. Any such fee shall be paid solely from KG’s investment management fee and shall not result in any additional charge to the Client. Each prospective Client who is referred to KG under such an arrangement will receive a separate written disclosure document disclosing the nature of the relationship between the solicitor and KG. Item 15 – Custody All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at least quarterly. Clients are urged to compare the account 21  statements received directly from their custodians to any documentation or reports prepared by KG. KG is deemed to have limited custody because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of KG. KG will obtain written authorization from Client to allow for such deductions. KG has limited custody due to having standing letters of authorization (“SLOA”) to direct third party payments. KG will meet the following seven conditions when a SLOA has been established with a Client to be exempted from the annual audit requirement: 1. The Client provides instructions 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 will be directed. 2. The Client authorizes the investment advisor, 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. 3. 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. 4. The Client has the ability to terminate or change the instruction to the Client’s qualified custodian. 5. The investment advisor 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. 6. The investment advisor maintains records showing that the third party is not a related party of the investment advisor or located at the same address as the investment advisor. 7. The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. KG is not affiliated with the custodian. The custodian does not supervise KG, its employees, or activities. Item 16 – Investment Discretion Client will authorize KG discretionary authority, via the Advisory Agreement, to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. Client will authorize KG discretionary authority to execute investment transactions as stated within the Investment Advisory Agreement. If consent for discretion is not given, KG will obtain prior Client approval before executing each transaction. KG allows Clients to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. These restrictions must be provided to KG in writing. 22  The Client approves the custodian to be used, and the commission rates paid to the custodian. KG does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17 – Voting Client Securities Clients will receive proxy voting information directly from the issuer and/or custodian of the security. Clients will not receive proxy voting material from KG. When assistance on voting proxies is requested by the Client, KG will provide recommendations to the Client. However, KG will not have authority to vote proxies on behalf of the Client. Item 18 – Financial Information Balance Sheet A. KG does not require nor solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. Financial Condition B. KG nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Clients. Bankruptcy Petitions in Previous Years C. KG has not been the subject of a bankruptcy petition in the last ten years. 23