Overview
- Headquarters
- Las Vegas, NV
- Average Client Assets
- $9.8 million
- Minimum Account Size
- $5,000,000
- SEC CRD Number
- 165560
Fee Structure
Primary Fee Schedule (KINGSBRIDGE WEALTH MANAGEMENT ADV PART 2A)
| Min | Max | Marginal Fee Rate |
|---|---|---|
| $0 | $5,000,000 | 1.00% |
| $5,000,001 | $25,000,000 | 0.75% |
| $25,000,001 | and above | 0.65% |
Illustrative Fee Rates
| Total Assets | Annual Fees | Average Fee Rate |
|---|---|---|
| $1 million | Below minimum client size | |
| $5 million | $50,000 | 1.00% |
| $10 million | $87,500 | 0.88% |
| $50 million | $362,500 | 0.72% |
| $100 million | $687,500 | 0.69% |
Clients
- HNW Share of Firm Assets
- 93.59%
- Total Client Accounts
- 52
- Discretionary Accounts
- 52
Services Offered
Services: Financial Planning, Portfolio Management for Individuals, Investment Advisor Selection
Regulatory Filings
Additional Brochure: KINGSBRIDGE WEALTH MANAGEMENT ADV PART 2A (2026-03-10)
View Document Text
ITEM 1: COVER PAGE
FIRM BROCHURE
Part 2A of Form ADV
March 2026
Kingsbridge Wealth Management, Inc.
1140 N Town Center Drive, Suite 265
Las Vegas, NV 89144
Phone: (702) 947-5160
Fax: (866) 526-1050
www.kwm.us.com
Part 2A of Form ADV (the “Brochure”) provides information about the qualifications and
business practices of Kingsbridge Wealth Management, Inc. If you have any questions about
the contents of this Brochure, please contact us at (702) 947-5160. The information in this
Brochure has not been approved or verified by the United States Securities and Exchange
Commission or by any state securities authority.
Kingsbridge Wealth Management, Inc. is a registered investment adviser with the U.S.
Securities and Exchange Commission; however, such registration does not imply a certain
level of skill or training and no inference to the contrary should be made.
Additional information about Kingsbridge Wealth Management, Inc. also is available on the
SEC’s website at www.adviserinfo.sec.gov.
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ITEM 2: MATERIAL CHANGES
Since our last ADV Amendment filed in March 2025 the following update has been made to this
brochure:
•
In June 2025, Kingsbridge Investment Partners LLC was established as a separate legal
entity that has been approved as a registered investment advisor with the U.S. Securities
and Exchange Commission. The separate firm was established to segregate the private
fund activity from the separately managed account asset management activity.
Kingsbridge Investment Partners, LLC assumed the responsibility for the management of
the venture funds previously referenced in this disclosure brochure.
• Kingsbridge Partners LLC, was also separated from Kingsbridge Wealth Management but
remains under common ownership.
Because of the amount of detail provided within the Brochure, KWM encourages each client to read
this Brochure carefully and to call us with any questions you may have.
Pursuant to SEC Rules, KWM will ensure that clients receive a summary of any materials changes
to this Brochure within 120 days of the close of KWM’s fiscal year end, along with a copy of this
Brochure or an offer to provide the Brochure. Additionally, as KWM experiences material changes
in the future, we will send you a summary of our “Material Changes” under separate cover. For
more information about the firm, please contact kdunn@kwm.us.com.
Additional information about the firm and its investment adviser representatives is available on the
SEC’s website at www.adviserinfo.sec.gov.
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ITEM 3: TABLE OF CONTENTS
ITEM 1: COVER PAGE ...................................................................................................................... 1
ITEM 2: MATERIAL CHANGES ....................................................................................................... 2
ITEM 3: TABLE OF CONTENTS ...................................................................................................... 3
ITEM 4: ADVISORY BUSINESS ...................................................................................................... 4
ITEM 5: FEES AND COMPENSATION ............................................................................................ 6
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ...................... 9
ITEM 7: TYPES OF CLIENTS ............................................................................................................ 9
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ........ 9
ITEM 9: DISCIPLINARY INFORMATION ..................................................................................... 15
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ...................... 15
ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT ............................ 16
TRANSACTIONS AND PERSONAL TRADING ........................................................................... 16
ITEM 12: BROKERAGE PRACTICES ............................................................................................ 17
ITEM 13: REVIEW OF ACCOUNTS ............................................................................................... 21
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ............................................. 22
ITEM 15: CUSTODY ......................................................................................................................... 22
ITEM 16: INVESTMENT DISCRETION ......................................................................................... 23
ITEM 17: VOTING CLIENT SECURITIES ..................................................................................... 24
ITEM 18: FINANCIAL INFORMATION ......................................................................................... 24
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ITEM 4: ADVISORY BUSINESS
A. Description of Firm
Kingsbridge Wealth Management, Inc. (“KWM”) is a Las Vegas, Nevada based investment
advisory firm founded in 2009 and registered with the U.S. Securities and Exchange Commission
(“SEC”) in 2012. KWM offers investment advisory services to individuals, trusts, estates, charitable
organizations, corporations, and other organizations.
The principal owner of KWM is David J. Dunn who serves as the Firm’s President.
B. Types of Advisory Services Offered
Kingsbridge Wealth Management, Inc.
Separately Managed Accounts
KWM provides investment advisory services to individuals, trusts, estates, charitable organizations,
corporations and other organizations through the use of separately managed accounts.
KWM emphasizes continuous personal client contact and interaction in providing discretionary
investment management services. Further, KWM works with its clients to identify their investment
goals and objectives as well as risk tolerance to create an initial portfolio allocation designed to
complement its clients’ goals and objectives. KWM may create a portfolio, consisting of traditional
asset classes of fixed income and domestic equities, exchange traded funds (“ETFs”), mutual funds,
options or other securities and non-public investments, including the private fund managed by
KWM. Cash represents either money market funds or cash equivalents.
KWM will determine a portfolio that is suitable to a managed account client’s goals, objectives,
circumstances, and risk tolerance. Once the appropriate portfolio has been determined, KWM will
manage the client’s portfolio in accordance with the client’s investment goals and objectives. The
client will have the opportunity to place reasonable restrictions on the types of investments to be
held in the portfolio. KWM’s strategy, generally, will be to seek to meet client investment
objectives while providing clients with access to personal advisory services on at least an annual
basis, or more often, depending upon prior agreement.
Separately managed account clients may also invest a portion of their account in the privately
offered pooled investment vehicles managed by an affiliated investment advisory firm of KWM.
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Investment strategies may include long term, short-term, trading, and option writing strategies. Each
portfolio will be initially designed to meet the particular investment goals of the client.
For qualified clients we will recommend the private funds managed by our affiliated company
Kingsbridge Investment Partners (KIP). We have a material financial interest when recommending
the private funds managed by KIP. To mitigate this conflict of interest, KWM only recommend that
a client invest a portion of client’s portfolio in the KIP Funds if we believe that it is in client’s best
interest. Under no circumstances will KWM exercise any investment discretion with respect to
whether to invest a client in the KIP Funds. Therefore, we do not have discretion to invest our
clients in the KIP Funds. Please refer to Item 5 – Fees and Compensation, Item 10 - Other Financial
Industry Activities and Affiliations and 11 - Participation in Client Transactions and Personal
Trading of this brochure for more information about this conflict of interest and our procedures
designed to mitigate the conflict of interest.
Kingsbridge Wealth Management also makes available to clients the FICA For Advisors cash
management program (“FICA Program”) offered by StoneCastle Network, LLC (“StoneCastle”), an
affiliate of StoneCastle Cash Management, LLC. The FICA Program allows customers the ability to
protect their money by placing it in deposit accounts at banks, savings institutions and credit
unions (collectively, “Insured Depositories”) in a manner that maintains full insurance of the funds
by the Federal Deposit Insurance Corporation (“FDIC”) or National Credit Union Administration
(“NCUA”), whichever is applicable. Funds will be deposited within StoneCastle’s network
of Insured Depositories (“Deposit Network”). StoneCastle requires no minimum deposit to open a
FICA Program account. Kingsbridge Wealth Management will earn a placement fee from
StoneCastle if clients participate in this program. Kingsbridge Wealth Management will assist
clients in signing up for this program and facilitating the transfer of funds between the client’s like-
named accounts. Kingsbridge Wealth Management does not provide investment advisory services
for these accounts and does not charge the clients a fee for participating in this program.
Financial Planning and Consulting Services
KWM also provides a variety of financial planning services, pursuant to a written agreement, to
individuals, families and other clients regarding the management of their financial resources based
upon an analysis of a client’s current situation, goals, and objectives. This planning or consulting
may encompass one or more of the following areas: investment planning, retirement planning, estate
planning, charitable planning, education planning, and business planning. Fees for this service are
discussed under Item 5. As part of this service, KWM offers concierge services such as bill paying
pursuant to a written agreement.
KWM’s financial planning services involve preparing a financial plan or rendering a financial
consultation for clients based on the client’s financial goals and objectives.
B. Advisory Agreements
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Prior to engaging KWM to provide investment advisory services for the separately managed
accounts, the client will be required to enter into one or more written agreements with KWM setting
forth the terms and conditions under which KWM shall render its services (collectively the
“Agreement”).In accordance with Rule 204-3 under the Investment Advisers Act of 1940, as
amended (“Advisers Act”), KWM will provide a brochure and one or more brochure supplements to
each client or prospective client prior to or contemporaneously with the execution of an investment
advisory agreement.
The Agreement between KWM and the client will continue in effect until terminated by either party
pursuant to the terms of the Agreement. KWM’s annual fee shall be prorated through the date of
termination as defined in the Agreement and any remaining balance shall be charged or refunded to
the client, as appropriate, in a timely manner. Thereafter, the Agreement between KWM and the
client will continue in effect until terminated by either party pursuant to the terms of the Agreement.
Neither KWM nor the client may assign the Agreement without the consent of the other party.
Transactions that do not result in a change of actual control or management of KWM shall not be
considered an assignment.
C. Wrap Fee Programs
KWM does not participate in wrap fee programs.
D. Assets Under Management
As of December 31, 2025, the following represents the amount of client assets under management
by KWM:
Type of Account
Assets Under Management (“AUM”)
Discretionary
Non-Discretionary
Total:
$469,323,035.29
$0
$469,323,035.29
ITEM 5: FEES AND COMPENSATION
A. Advisory Fees
Separately Managed Accounts
With respect to separately managed account clients, KWM charges fees based on a percentage of
assets under management. KWM does not charge fees on the FICA Program mentioned above or on
specifically excluded cash or cash equivalent accounts.
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The fee charged by KWM for its advisory services will be set forth in each client’s written
agreement with KWM. Although KWM believes its advisory fees are competitive, clients should be
aware that lower fees for comparable services may be available from other sources.
Annual Advisory Fee
Assets Under Management
Up to $5,000,000
>$5,000,000 to < $25,000,000
>$25,000,000
1.00 %
0.75 %
0.65 %
Prior to engaging KWM to provide investment advisory services, the client will be required to enter
into one or more written agreements with KWM setting forth the terms and conditions under which
KWM shall render its services (collectively the “Agreement”).
The fee for investment management will be payable quarterly in advance. The first payment is due
upon execution of the Agreement and will be assessed pro-rata and payable during the subsequent
quarter in the event the Agreement is executed other than the first day of the new calendar quarter.
Fees will be automatically deducted from the account. Clients will be provided with a quarterly
statement reflecting deduction of the advisory fee. Lower fees for comparable services may be
available from other sources. These fees may be negotiated by KWM under certain circumstances,
and at the sole discretion of KWM.
Either party may terminate the Agreement at any time by providing written notice to the other party.
The client will incur charges for bona fide advisory services rendered to the point of termination and
such fees will be due and payable by the client.
Financial Planning and Consulting Services
KWM will charge a negotiable fixed fee ranging from $1,000 to $50,000 for financial planning, the
total of which is dependent upon the level and scope of these services. One half of the total
estimated fixed and hourly fees are due and payable at the time the client’s agreement is executed,
the remainder of the fees are due upon presentation of a plan or the rendering of consulting services.
Financial plans will be presented to the clients within six months of the contract date, provided that
all information needed to prepare the financial plan has been promptly provided by the clients.
Either party may terminate the agreement at any time by providing written notice to the other party
within five (5) days of signing KWM’s financial planning agreement. The client will incur charges
for bona fide advisory services rendered to the point of termination and such fees will be due and
payable by the client.
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B. Other Fees and Expenses
Separately Managed Accounts
In addition to KWM’s annual investment management fee, the client may also incur certain charges
imposed by unaffiliated third parties. Such charges include, but are not limited to, custodial fees,
brokerage commissions, transaction fees, charges imposed directly by a mutual fund, index fund, or
exchange traded fund purchased for the account which shall be disclosed in the fund’s prospectus
(i.e., fund management fees and other fund expenses), wire transfer fees and other fees and taxes on
brokerage accounts and securities transactions. For more information on brokerage transactions and
costs, please see Item 9: Brokerage Practices.
All fees paid to KWM for investment advisory services are separate and distinct from the fees and
expenses charged by mutual funds and exchange traded funds to their shareholders. These fees and
expenses are described in each fund’s prospectus. Such fees will generally include a management
fee, other fund expenses and a possible distribution fee. If the fund also imposes sales charges, a
client may pay an initial or deferred sales charge.
A client could invest in a mutual fund directly, without the services of KWM. In that case, the client
would not receive the services provided by KWM which are designed, among other things, to assist
the client in determining which mutual fund or funds are most appropriate to the client’s financial
condition, goals, and objectives. Accordingly, the clients should review both the fees charged by the
funds and the fees charged by KWM to fully understand the total amount of fees to be paid by the
clients and to thereby evaluate the advisory services being provided.
Advice offered by KWM may involve investments in money market funds. Clients are hereby
advised that all fees paid to KWM for investment advisory services are separate and distinct from
the fees and expenses charged by money market funds (described in each fund’s prospectus) to their
shareholders. These fees may include, but are not limited to, a management fee, upfront sales
charges, and other fund expenses. Further, there may be transaction charges involved with
purchasing or selling of securities. KWM does not share in any portion of the brokerage
fees/transaction charges imposed by the custodian holding the client funds or securities. The client
should review all fees charged by money market funds, KWM, and others to fully understand the
total amount of fees to be paid by the client.
Upon client’s written authorization, fees will be automatically deducted from the account. Clients
will be provided with a quarterly statement reflecting deduction of the advisory fee.
KWM may select, with clients’ consent, other third-party investment managers that KWM will
monitor on the clients’ behalf. When KWM does so, the client pays a maximum fee of 1.00% of
assets under management to KWM and pays any applicable fees charged by the third-party
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investment manager.
Financial Planning and Consulting Services
In addition to KWM’s fee for financial planning, a financial planning client is required to pay filing
fees for entities and any legal and accounting fees that KWM may incur in conjunction with the
client’s planning assignment.
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
KWM does not charge performance based fees.
ITEM 7: TYPES OF CLIENTS
Separately Managed Accounts
KWM provides fully discretionary investment advisory services for a variety of clients, including
individuals, corporations, charitable organizations, trusts, and estates. KWM generally requires a
client to have a minimum $5,000,000 of total assets available for investment as a condition for
beginning a client relationship or managing a client’s assets. In certain circumstances, account
minimums may be negotiable based upon prior relationships as well as related account holdings at
the Firm’s sole discretion.
Financial Planning and Consulting Services
KWM provides a variety of financial planning services to individuals, families and other clients.
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Managed Accounts
KWM utilizes various methods of qualitative and quantitative analysis in formulating its
investment management decisions. KWM employs a defined process for gaining exposure to
desired asset classes and sub-asset classes. KWM may employ an algorithm for creating a
portfolio to track a specific index and will monitor the portfolio, no less than quarterly, for
tracking error to that index. KWM will also monitor the portfolio for tax basis and endeavor to
manage assets in a tax efficient manner for taxable accounts. KWM may also index exposure to
desired asset classes or sub-asset classes by using Exchange Traded Funds (ETFs). The ETFs used
will be monitored for tracking error to the index, liquidity, and cost no less than quarterly. KWM
may also implement fixed income allocations by investing in individual bonds or bond funds.
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Each bond is evaluated for credit rating, coupon, maturity, and call features as well as the
individual bonds contribution to a diversified portfolio of bonds.
KWM may select, with clients’ consent, other third-party investment managers that KWM will
monitor on the clients’ behalf. To assist the client in the selection of a third-party investment
manager, KWM will typically gather information from the clients about their financial situation,
investment objectives, and reasonable restrictions imposed on the management of the account.
KWM will not offer advice on any specific securities or other investments in connection with this
service. KWM makes every reasonable attempt to ensure that any investment advisers that it selects
or recommends to clients are properly licensed or exempt from registration.
KWM will periodically review reports provided to the client by a third-party manager. KWM will
contact the client periodically, as agreed, in order to review the client’s financial situation and
objectives; communicate information to the third-party manager as warranted and assist the clients
in understanding and evaluating the services provided by the third-party manager. Clients will be
expected to notify KWM of any changes in their financial situation, investment objectives, or
account restrictions. Clients may also contact directly the third-party manager managing the account
or sponsoring the program.
KWM follows a general systematic investment strategy using the following steps:
- Based on a client’s investment objectives and risk tolerance, KWM will determine a suitable
allocation between fixed income investments, equities, cash equivalents and alternative
investments. This allocation should not change unless the client’s investment objectives or risk
tolerance changes.
- For each client account, KWM will determine strategic asset allocation targets for each asset
class utilized in a client’s account. This will partly be based on the client’s investment
objectives, risk tolerance, and cash flow needs, but will also be based on KWM’s analysis of the
long-term risk/return characteristics of each asset class. KWM will not begin constructing a
client’s account portfolio until the client approves the asset class allocation model.
- Once the asset class allocation model is approved by the client, KWM begins constructing the
client’s account portfolio in accordance with the model.
KWM prefers to index to specific asset classes because they participate in market returns and are
lower cost and can be managed for lower taxation. KWM also considers after-tax returns for
taxable accounts and if possible or suitable for a client KWM will index with individual equities or
ETFs.
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A further feature of KWM’s investment strategy is its emphasis on broad global diversification and
selecting asset classes which have a relatively low correlation with each other.
Risk of Loss
Investing in securities involves a significant risk of loss. KWM’s investment recommendations are
subject to various market, currency, economic, political and business risks, and such investment
decisions may not always be profitable. Clients should be aware that there may be a loss or
depreciation to the value of the client’s account, which clients should be prepared to bear. There can
be no assurance that the client’s investment objectives will be obtained and no inference to the
contrary should be made. Clients are advised that they should only commit assets for management
that can be invested for the long term, that volatility from investing can occur, and that all investing
is subject to risk and consequently, the value of the client’s account may at any time be worth more
or less than the amount invested.
Risks Involved in Particular Types of Investments
Stock Market Risk. The market value of stocks will generally fluctuate with market conditions.
While stocks have historically outperformed other asset classes over the long term, they tend to
fluctuate over the short term as a result of factors affecting the individual companies, industries or
the securities market as a whole. Past performance of investments is no guarantee of future results.
Fixed Income Securities. Fixed-income securities provide periodic returns and the eventual return of
the principal at the end of the term. The value of fixed-income securities changes in response to
interest rate fluctuations and market perception of the issuer’s ability to pay off its obligations.
Fixed-income securities are also subject to the risk that their issuer may be unable to make interest
or principal payments on its obligations.
Foreign Investing Risk. Investments in overseas markets also pose special risks, including currency
fluctuation and political risks, and may be more volatile than that of a U.S. only investment. Such
risks are generally intensified for investments in emerging markets.
Small and Mid-Cap Company Risk. Stocks of mid-capitalization companies often have greater price
volatility, lower trading volume, and less liquidity than the stocks of larger, more established
companies. Stocks of small-capitalization companies often experience greater price volatility than
large- or mid-sized companies because small-cap companies are often newer or less established than
larger companies and are likely to have more limited resources, products and markets. Securities of
small-cap companies are often less liquid than securities of larger companies as a result of there
being a smaller market for their securities.
Large-Cap Company Risk. Large-cap companies may be unable to respond quickly to new
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competitive challenges such as changes in technology, and also may not be able to attain the high
growth rate of successful smaller companies, especially during extended periods of economic
expansion.
Growth Investing Risk. Prices of growth company securities may fall more than the overall equity
markets due to changing economic, political or market conditions or disappointing growth company
earnings results. Growth stocks also generally lack the dividends of some value stocks that can
cushion stock prices in a falling market.
Financial Planning and Consulting Services
Financial planning services involve preparing a financial plan or rendering a financial consultation
for a client based on the client’s financial goals and objectives. This planning or consulting may
encompass one or more of the following areas: investment planning, retirement planning, estate
planning, charitable planning, education planning and business planning.
Risk of Loss
There is a risk that financial planning will not result in achieving a client’s goals. Investing in
securities involves a significant risk of loss. KWM’s investment recommendations are subject to
various market, currency, economic, political, and business risks, and such investment decisions
may not always be profitable. There can be no assurance that the client’s investment objectives will
be obtained and no inference to the contrary should be made.
Diversification. Since a Fund’s portfolio will not necessarily be widely diversified, the investment
portfolio of a Fund may be subject to more rapid changes in value than would be the case if the
Fund were required to maintain a wide diversification among companies, securities and types of
securities. This limited diversity could expose a Fund to losses disproportionate to market
movements in general if there are disproportionately greater adverse price movements in the Funds’
investments. In addition, the losses could increase even further if the investments cannot be
liquidated without adverse market reaction or are otherwise adversely affected by changes in market
conditions or circumstances.
Investment Judgment; Market Risk. The profitability of a significant portion of a Fund’s investment
program depends to a great extent upon correctly assessing the future course of the price
movements of securities and other investments. There can be no assurance that KWM, or the
managers of other Investment Vehicles will be able to predict accurately these price movements.
With respect to the investment strategy utilized by a Fund, there is always some, and occasionally a
significant, degree of market risk. Changing market and economic conditions may lead to investor
losses.
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Reliance on Third Party Research. Managers of Investment Vehicles may rely on research provided
by unaffiliated third parties. The managers cannot and do not independently verify the accuracy of
or the assumptions or calculations underlying any research provided by third parties.
Compensation of Managers. Managers of Investment Vehicles may receive compensation based on
the performance of their investments. Such compensation arrangements may create an incentive to
make investments that are riskier or more speculative than would be the case if such arrangements
were not in effect. In addition, because performance-based compensation is calculated on a basis
which includes unrealized appreciation of the portfolio’s assets, such performance-based
compensation may be greater than if such compensation were based solely on realized gains.
Managers Investment Vehicles generally receive incentive compensation from Investment Vehicle,
as applicable, based on the performance of their portfolios. Therefore, it is possible that certain
such managers may receive incentive compensation, even though the Fund, as a whole, does not
have net capital appreciation.
Duplication of Expenses. Underlying Investment Vehicles in which a Fund invests may incur
organizational, tax, legal, accounting, investment, brokerage, custodial, interest and other expenses. In
addition to bearing its share of the expenses of the underlying Investment Vehicle.
Each underlying Investment Vehicle in which a Fund invests incurs organizational, tax, legal,
accounting, investment, brokerage, custodial, interest and other expenses. In addition to bearing its
share of the expenses of each underlying Investment Vehicle, the Fund incurs its own
organizational, tax, legal, accounting, investment, brokerage, custodial, interest and other expenses.
These underlying Investment Vehicle expenses may result in higher costs of investment than would
be the case if a limited partner of the Fund were to invest directly in the underlying Investment
Vehicles.
Use of Multiple Managers is No Assurance of Success. No assurance is given that the collective
performance of the managers of other Investment Vehicles will result in profitable returns for the
Funds as a whole under all or any conditions. The possibility exists that good performance achieved
by one or more managers may be neutralized by poor performance experienced by other managers
or by the Funds’ performance in individual securities or investments.
Illiquidity. The investments made by the Investment Vehicles may be very illiquid, and
consequently the Investment Vehicles may not be able to sell such investments at prices that reflect
the manager’s assessment of their value, or the amount paid for such investments. Illiquidity may
result from the absence of an established market for the investments as well as legal, contractual or
other restrictions on their resale by the Investment Vehicle and other factors. Furthermore, the
nature of the Investment Vehicle’s investments may require a long holding period prior to
profitability.
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Derivatives. Derivative instruments, or “derivatives,” include futures, options, swaps, structured
securities and other instruments and contracts that are derived from, or the value of which is related
to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow
an investor to hedge or speculate upon the price movements of a particular security, financial
benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value
of a derivative depends largely upon price movements in the underlying asset. Therefore, many of
the risks applicable to trading the underlying asset are also applicable to derivatives of such asset.
However, there are a number of other risks associated with derivatives trading. For example,
because many derivatives are “leveraged,” and thus provide significantly more market exposure
than the money paid or deposited when the transaction is entered into, a relatively small adverse
market movement can not only result in the loss of the entire investment but may also expose an
Investment Vehicle to the possibility of a loss exceeding the original amount invested. Derivatives
may also expose investors to liquidity risk, as there may not be a liquid market within which to
close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk
lies with each party with whom an Investment Vehicle contracts for the purpose of making
derivative investments (the “Counterparty”). In the event of the Counterparty’s default, the
Investment Vehicle will only rank as an unsecured creditor and risks the loss of all or a portion of
the amounts it is contractually entitled to receive.
Leverage. Subject to applicable margin and other limitations, private Funds and other Investment
Vehicles may borrow funds in order to make additional investments and thereby increase both the
possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of
the Funds’ portfolios would be amplified. Interest on borrowings will be a portfolio expense of the
borrowing entity and will affect the operating results of the Funds. Also, the Investment Vehicles
could potentially create leverage via the use of instruments such as options and other derivative
instruments.
Venture Capital Investment Risks. Venture capital investments refers to the investment of funds in
emerging companies and start up enterprises that are believed to have long term growth potential.
Venture capital investments are capital that is invested in companies and businesses which have
high element of risk associated with them. These risks could be related to profits, cash flow, market
fit, barriers to success, market trends, regulatory risk, dilution, reliance on third parties, conflict of
interests etc. Usually venture capital investment is invested in shares or equity which are
compensated with relatively higher rate of return for the higher degree of risk involved, which may
include loss of entire investment.
Cybersecurity Risk: The firm maintains policies to protect client data, but breaches could occur due
to hacking or errors, potentially leading to unauthorized access or loss of information.
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ITEM 9: DISCIPLINARY INFORMATION
Registered investment advisers such as KWM are required to disclose all material facts regarding
any legal or disciplinary events that would be material to a client’s prospective client’s evaluation of
KWM or the integrity of its management. KWM does not have any such legal or disciplinary events
in its history and therefore has no information to disclose with respect to this Item.
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
KWM is under common control and ownership with another SEC registered investment adviser
firm, Kingsbridge Investment Partners, Inc. (“KIP”). Some officers and personnel of KWM also
serve in similar roles for KIP, creating a conflict of interest due to divided time and resources. To
address this, KWM and KIP allocate resources based on their fiduciary duties to clients, including
KIP's duties to the Funds and investors. KWM pursues different objectives and strategies for its
clients than KIP does for the Funds, minimizing allocation conflicts from differing investment
targets. We do not anticipate material issues from shared personnel.
KWM may recommend KIP-managed private funds to its clients if they meet eligibility and it
serves the client's best interest. KWM receives a share of the management fee for such referrals,but
this is an expense to KIP and does not increase investor fees.
Kingsbridge Investment Partners, LLC (KIP) is an affiliated firm of KWM (under common
ownership) and is an SEC registered Investment Advisor that serves as Investment Manager to the
following affiliated private funds - Kingsbridge Ventures l, LP; Kingsbridge SPV ll, LP;
Kingsbridge RLF, LP; Kingsbridge Ventures lV, LP; Kingsbridge Ventures V, LP; Kingsbridge
Alternative Strategies Fund, LP; Kingsbridge Ventures BVVC, LP and Kingsbridge LIHTC Fund
LP. KIP and KWM will share office space and investment advisor representatives will be dually
registered with both firms.
KWM is also the 100% owner of Kingsbridge Ventures , LLC an entity established as the General
Partner for the following private funds: Kingsbridge Ventures l, LP; Kingsbridge SPV ll, LP;
Kingsbridge Ventures RLF, LP; Kingsbridge Ventures lV, LP and Kingsbridge Ventures V, LP. All
investment management activities are conducted by Kingsbridge Investment Partners, LLC.
Kingsbridge Partners LLC is an affiliated entity of KWM. This entity was established to be the
General Partner for the Kingsbridge Alternative Strategies Fund, LP.
Kingsbridge GP II, LLC is also an affiliated entity of KWM. The entity was established to be the
General Partner of the Kingsbridge Ventures BVVC, LP.
Kingsbridge GP III, LLC is also an affiliated entity of KWM. The entity was established to be the
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General Partner of the Kingsbridge LIHTC Fund LP
ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING
A. Description of Code of Ethics
The Investment Advisers Act of 1940, as amended (the “Advisers Act”), imposes a fiduciary duty
on all investment advisers to act in the best interest of their clients. Because KWM’s investment
professionals and associated persons may transact in the same securities for their personal accounts
as they may buy or sell for client accounts (as described below), it is important to mitigate conflicts
of interest. Accordingly, KWM has adopted a Code of Ethics (“Code”) in compliance with Rule
204A-1 under the Advisers Act. The Code establishes standards of conduct for KWM’s supervised
persons and includes general requirements that such supervised persons comply with their fiduciary
obligations to clients and applicable securities laws, and specific requirements relating to, among
other things, personal trading, conflicts of interest and confidentiality of client information. It is the
expressed policy of KWM that persons employed by KWM must at all times comply with the
following principles: (1) The Clients Come First (all persons shall scrupulously avoid serving their
personal interests ahead of the Clients of KWM); (2) Avoid Taking Advantage (persons may not
use their knowledge of open, executed, or pending portfolio transactions to profit by the market
effect of such transactions); and (3) Comply With the Code of Ethics (doubtful situations should be
resolved in favor of the Client).
The Code requires that certain of KWM’s personnel (called “Access Persons”) report their personal
securities holdings and transactions and obtain pre-clearance prior to investing in initial public
offerings or limited offerings.
The Code also requires supervised persons to report any violations of the Code promptly to the
Firm’s Chief Compliance Officer (“CCO”). Each supervised person receives a copy of the Code and
any amendments to it and must acknowledge in writing having received the materials. Annually,
each supervised person must certify that he or she complied with the Code during that year. Clients
may receive a copy of KWM’s Code of Ethics by contacting the Chief Compliance Officer at (702)
947-5160.
B. Participation or Interest in Client Transactions
As noted in Item 10, KWM may recommend KIP private funds to its advisory clients. Since
KWM and KIP share ownership, management, and personnel, KWM has a financial incentive in
these recommendations, creating a material conflict of interest. To mitigate this: KWM compares
KIP funds to other pooled vehicles and recommends alternatives if more suitable; recommends
only if in the client's best interest; exercises no discretion over investments in KIP funds; charges
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no additional fees on assets invested in KIP funds (avoiding "double fees"); and limits the portion
of a client's portfolio allocated to KIP funds via policies. Clients are not required to invest and
make the final decision.
Given this inherent conflict, we strongly encourage clients to seek a second opinion from
unaffiliated professionals (e.g., legal counsel, accountant, or third-party adviser) before investing.
KIP and KWM owners and employees may invest in KIP funds, subject to pre-approval by the
Chief Compliance Officer. Clients receive priority over employees for investment or redemption
opportunities.
KIP funds are typically illiquid, limiting timely sales at favorable prices. Investments are
unregistered under the Securities Act of 1933, requiring investors to qualify as "accredited" and
acknowledge risks via subscription agreements and private placement memoranda. Please refer to
Item 4 – Advisory Business, Item 5 – Fees and Compensation and Item 10 - Other Financial
Industry Activities and Affiliations of this Firm Brochure for more information.
C. Personal Trading
It is KWM’s policy that Access Persons must have personal trades approved by management.
Access Persons are required to submit trade requests via the interoffice messaging platform
to management & compliance for approval before execution. If personal account trades
occur on the same day in the same security as a client’s, it will be done in a block trade or
after the client’s trades, to ensure consistent pricing among access people and clients.
Trading done in personal retirement plan accounts must be approved management but will
not be included in block trades
ITEM 12: BROKERAGE PRACTICES
A. Factors in Selecting or Recommending Broker-Dealers
For separately managed accounts, KWM may recommend that clients establish brokerage accounts
with Schwab Advisor Services, a division of Charles Schwab & Co., Inc. (“Schwab”), a SEC
registered broker-dealer, member FINRA/SIPC, to maintain custody of clients’ assets and to effect
trades for their accounts. KWM is independently owned and operated, and not affiliated with
Schwab. The final decision to custody assets with Schwab is at the discretion of the client. Schwab
provides KWM with access to its institutional trading and custody services, which are typically not
available to retail investors. These services generally are available to independent investment
advisers on an unsolicited basis, at no charge as long the firm meets the minimums established by
Schwab. These services include brokerage services that are related to the execution of securities
transactions, custody, research, including that in the form of advice, analyses and reports, and
access to mutual funds and other investments that are otherwise generally available only to
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institutional investors or would require a significantly higher minimum initial investment.
For KWM client accounts maintained in its custody, Schwab generally does not charge separately
for custody services but is compensated by account holders through commissions or other
transaction-related or asset-based fees for securities trades that are executed and settled through
Schwab.
Schwab also makes available to KWM other products and services that benefit KWM but may not
benefit all client accounts. These benefits may include national, regional or KWM specific
educational events. Other potential benefits may include occasional business entertainment of
personnel of KWM including meals, invitations to sporting events, including golf tournaments, and
other forms of entertainment, some of which may accompany educational opportunities. Other of
these products and services assist KWM in managing and administering clients’ accounts. These
include software and other technology (and related technological training) that provide access to
client account data (such as trade confirmations and account statements), facilitate trade execution
(and allocation of aggregated trade orders for multiple client accounts), provide research, pricing
information and other market data, facilitate payment of KWM’s fees from its clients’ accounts, and
assist with back-office training and support functions, recordkeeping and client reporting. Many of
these services generally may be used to service all or some substantial number of KWM’s accounts,
including accounts not maintained at Schwab. Schwab also makes available to KWM other services
intended to help KWM manage and further develop its business enterprise. These services may
include professional compliance, legal and business consulting, publications and conferences on
practice management, information technology, business succession, regulatory compliance,
employee benefits providers, human capital consultants, insurance and marketing. In addition,
Schwab may make available, arrange and/or pay vendors for these types of services rendered to
KWM by independent third parties. They may discount or waive fees it would otherwise charge for
some of these services or pay all or a part of the fees of a third-party providing these services to
KWM. While, as a fiduciary, KWM endeavors to act in its clients’ best interests, KWM’s
recommendation/requirement that clients maintain their assets in accounts at Schwab may be based
in part on the benefit to KWM of the availability of some of the foregoing products and services and
other arrangements and not solely on the nature, cost or quality of custody and brokerage services
provided by Schwab, which will create a conflict of interest.
It is the policy and practice of KWM to strive for the best price and execution that is competitive in
relation to the value of the transaction (“best execution”). In order to achieve best execution, KWM
will use its best judgment to choose the broker-dealer most capable of providing the brokerage
services necessary to obtain the best overall qualitative execution. Although KWM will strive to
achieve the best execution possible for client securities transactions, this does not require it to solicit
competitive bids and KWM does not have an obligation to seek the lowest available commission
cost. In seeking best execution, the determinative factor is not the lowest possible cost, but whether
the transaction represents the overall best qualitative execution, taking into consideration the full
range of a broker-dealer’s services, including among other things, the value of research provided,
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execution capability, commission rates, and responsiveness. Consistent with the foregoing, while
KWM will seek competitive rates, it may not necessarily obtain the lowest possible commission
rates for client transactions. KWM is not required to negotiate “execution only” commission rates,
thus the client may be deemed to be paying for research and related services (i.e., “soft dollars”)
provided by the broker which are included in the commission rate.
To ensure that brokerage firms recommended by KWM are conducting overall best qualitative
execution, KWM periodically (and no less often than annually) evaluates the trading process and
brokers utilized. KWM’s considers the full range of brokerage services offered by the brokers,
which may include, but is not limited to price, commission, timing, research, aggregated trades,
capable floor brokers or traders, competent block trading coverage, ability to position, capital
strength and stability, reliable and accurate communications and settlement processing, use of
automation, knowledge of other buyers or sellers and administrative ability.
Research and Other Soft Dollar Benefits
KWM’s general policy is to comply with the provisions of Section 28(e) of the Securities Exchange
Act of 1934 (“Section 28(e)”) when entering into soft dollar arrangements. Section 28(e) recognizes
the conflict of interest involved in this activity, but generally allows investment advisers to use
client commissions to pay for certain research and brokerage products and services under certain
circumstances without breaching their fiduciary duties to clients. For these purposes, “research”
means services or products used to provide lawful and appropriate assistance to KWM in making
investment decisions for its clients. “Brokerage” services and products are those used to effect
securities transactions for KWM’s clients or to assist in effecting those transactions.
KWM may receive products and services other than execution (i.e., “soft dollars”) from broker-
dealers. These include software and other technology (and related technological training) that
provide research, pricing information and other market data. Many of these services generally may
be used to service all or some substantial number of KWM’s accounts, including accounts not
maintained at the broker providing such services. While, as a fiduciary, KWM endeavors to act in
its clients’ best interests, KWM’s recommendation/requirement that clients maintain their assets in
accounts at a particular broker may be based in part on the benefit to KWM of the availability of
some of the foregoing products and services and other arrangements and not solely on the nature,
cost or quality of custody and brokerage services provided by a broker, which may create a conflict
of interest.
Research and other products and services purchased with soft dollars will generally be used to
service all of KWM’s clients, but brokerage commissions paid by one client may be used to pay for
research that is not used in managing that client’s portfolio, as permitted by Section 28(e). In other
words, there may be certain client accounts that benefit from the research services, which did not
make the payment of commissions to the broker-dealer providing the services.
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Research and related services furnished by brokers may include, but are not limited to, written
information and analyses concerning specific securities, companies or sectors; market, financial and
economic studies and forecasts; financial publications; recommendations as to specific securities;
portfolio evaluation services; financial database software and services; computerized news, pricing
and statistical services; and discussions with research personnel, along with software, data bases
and other technical and telecommunication services utilized in the investment management process.
Research received by KWM under such soft dollar arrangements may include both proprietary
research (created or developed by the broker-dealer) and research created or developed by a third
party.
There may be cases when KWM may receive both non-research (e.g., administrative or accounting
services etc.) and research benefits from the services provided by broker-dealers. If and when this
happens, KWM will make a good faith allocation between the non-research and research portion of
the services received, and will pay “hard dollars” (i.e., KWM will pay from their own monies) for
the non-research portion. In making a good faith allocation between research services and non-
research services, a conflict of interest may exist by reason of KWM’s allocation of the costs of
such services and benefits between those that primarily benefit KWM and those that primarily
benefit clients. KWM strives to always put the clients’ interests first.
Using client transactions to obtain research and other benefits creates incentives that theoretically
could result in conflicts of interest between advisers and their clients. When KWM uses “soft
dollars” to obtain research products and services, it receives a benefit because it does not have to
produce or pay for the research products and services. The availability of these benefits creates the
potential incentive for KWM to select one broker-dealer rather than another to perform services for
clients, based on KWM’s interest in receiving the products and services instead of on its clients’
interest in receiving the best execution prices. Obtaining these benefits may cause clients to pay
higher fees than those charged by other broker-dealers who do not provide such benefits.
Brokerage for Client Referrals
KWM does not consider client referrals in selecting broker-dealers.
Directed Brokerage
While KWM generally recommends that clients establish brokerage accounts with a particular
broker to maintain custody of clients’ assets and to effect trades for their accounts, the final decision
is at the discretion of the clients. If a client chooses to direct brokerage, KWM may be unable to
achieve the most favorable execution of client transactions and this practice may cost the client
more money.
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B. Trade Aggregation and Allocation
Transactions for each client will be affected independently, unless KWM decides to purchase or sell
the same securities for several clients at approximately the same time. KWM performs investment
management services for various clients, some of which may have similar investment objectives.
KWM may aggregate sale and purchase orders with other client accounts and proprietary
(employee) accounts that have similar orders being made at the same time, if in KWM’s judgment
such aggregation is reasonably likely to result in an overall economic benefit to the affected
accounts. Such benefits may include better transaction prices and lower trade execution costs.
KWM may (but is not obligated to) combine or “batch” such orders to obtain best execution, to
negotiate more favorable commission rates, or to allocate equitably among KWM’s client’s
differences in prices and commissions or other transaction costs that might have been obtained had
such orders been placed independently. If all aggregate orders do not fill at the same price,
transactions will generally be averaged as to price and allocated among participating accounts pro
rata to the purchase and sale orders placed for each participating account on any given day. If such
orders cannot be fully executed under prevailing market conditions, KWM may allocate the
securities traded among participating accounts and each similar order in a manner which it
considers equitable, taking into consideration, among other things, the size of the orders placed, the
relative cash positions of each account, the investment objectives of the accounts, and liquidity of
the security.
ITEM 13: REVIEW OF ACCOUNTS
A. Review of Accounts
All accounts are reviewed at least annually by the Investment Advisor Representative responsible
for the client’s account. The review is conducted to ensure that the mandates outlined in the Investor
Profile are followed. Furthermore, accounts will be reviewed in the following circumstances:
- When KWM’S investment strategy changes;
- When a client’s investment objectives or risk tolerance changes; and/or
- When there is a significant cash flow into or out of an account.
Other Reviews and Triggering Factors
In addition to the periodic reviews described above, reviews may be triggered by changes in an
account holder’s personal, tax or financial status. Other events that may trigger a review of an
account are material changes in market conditions as well as macroeconomic and company- specific
events. Clients are encouraged to notify KWM and its advisory representatives of any changes in
his/her personal financial situation that might affect his/her investment needs, objectives, or time
horizon.
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B. Reports to Clients
Separately Managed Accounts
KWM provides separately managed account clients with monthly reports, which provide account
performance information and quarterly reports that detail the deduction of the advisory fee. The
custodian sends written monthly statements showing values of all securities held in the account over
the covered period and other related information. Clients are also sent confirmations following each
brokerage account transaction unless confirmations have been waived. Clients are urged to compare
the statements received from KWM to those received from the account custodian.
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION
A. Economic Benefits Received
As stated in Item 12, we may allocate portfolio transactions to broker or dealers who provide
research and/or related services. For a more detailed discussion of such practices refer to Item 12.
KWM will receive an administrative fee allocation from Kingsbridge Investment Partners (KIP) for
services provided to that firm. This is an expense of Kingsbridge Investment Partners and not
included in fees billed to the client.
B. Compensation for Client Referrals
KWM will receive a referral fee from Kingsbridge Investment Partners (KIP) for referring asset
management clients to KIP to invest in the private funds managed by that firm. This fee is not
passed along to the investors in those funds. KWM will not receive referral fees from any other
source.
ITEM 15: CUSTODY
Client Managed Accounts
Under the Advisers Act Rule 206(4)-2 (the “Custody Rule”), KWM is deemed to have custody of
client funds or securities by reason of the fact that KWM has authority to debit payments directly
from the client’s account as part of their bill payment service. KWM does not physically possess
client funds or securities. Custody of client assets will be maintained with an independent qualified
custodian, except for certain privately offered securities (such as interests in a limited partnership or
other pooled investment vehicle subject to annual audit), in which case ownership thereof is
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recorded only on the books of the issuer. Clients should thoroughly consider, however, the
differences between having their assets custodied at a broker-dealer versus at a bank or trust
company. Some of these differences include, but are not limited to, custodian costs, trading issues,
security of assets, client reporting and technology.
Having custody presents a conflict which KWM has addressed by having an outside surprise audit
conducted (by a third-party accounting firm) along with filing the requisite forms with the SEC,
having an independent custodian and limiting access to the check books. The third-party surprise
audit is conducted on bill pay client assets, the Venture Funds and any other accounts deemed to be
under custody.
The custodian sends written monthly statements showing values of all securities held in each
client’s account over the covered period and other related information. Clients are also sent
confirmations following each brokerage account transaction unless confirmations have been
waived. Clients are urged to compare the statements received from KWM to those received from the
account custodian.
All clients will receive statements on at least a quarterly basis directly from the qualified custodian
that holds and maintains client’s assets. Clients are urged to carefully review all custodial
statements and compare them to the statements provided by KWM. KWM’s statements may vary
from custodial statements due to accounting procedures, reporting dates, or valuation methodologies
of certain securities.
ITEM 16: INVESTMENT DISCRETION
KWM may only implement its investment management recommendations after the client has
arranged for and furnished KWM with all information and authorization regarding accounts with
appropriate financial institutions to act as custodian.
Generally, all asset management services are performed on discretionary basis. In exercising its
discretionary authority, KWM will normally determine: (1) the type of securities to be bought and
sold, (2) the dollar amounts of the securities to be bought and sold, (3) whether a client’s transaction
should be combined with those of other clients and traded as a “block,” and (4) the negotiated
commission rates and/or transactions costs paid to affect the transactions, without first obtaining
client’s permission for each transaction. Such discretion is to be exercised in a manner consistent
with each client’s stated investment objectives, risk tolerance, and time horizon. In addition,
KWM’s authority to trade securities may be limited in certain circumstances by applicable legal and
regulatory requirements. Managed account clients are permitted to impose reasonable limitations on
KWM’s discretionary authority, including restrictions on investing in certain securities or types of
securities. All such limitations, restrictions, and investment guidelines must be provided to KWM in
writing.
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By signing KWM’s Investment Management Agreement, clients authorize KWM to exercise full
discretionary authority with respect to all investment transactions involving the client’s account.
The Investment Management Agreement grants KWM full discretion and sole authority to invest
and reinvest all assets of the client’s account in those securities, cash and/or other financial
instruments in accordance with the client’s stated investment guidelines and objectives and in
accordance with KWM’s investment strategy utilized for the account. Pursuant to such agreement,
KWM is designated as the client’s attorney-in-fact with discretionary authority to effect investment
transactions in the client’s account which authorizes KWM to enter into agreements and execute
any documents required to effect transactions in the client’s account and to give instructions to third
parties in furtherance of such authority.
ITEM 17: VOTING CLIENT SECURITIES
KWM does not vote proxies on behalf of Clients. We have determined that taking on the
responsibilities for voting client securities does not add enough value to the services provided to
you to justify the additional compliance and regulatory costs associated with voting client securities.
Therefore, it is your responsibility to vote all proxies for securities held in your account.
You will receive proxies directly from the qualified custodian or transfer agent; we will not provide
you with the proxies. You are encouraged to read through the information provided with the proxy-
voting documents and make a determination based on the information provided.
ITEM 18: FINANCIAL INFORMATION
KWM does not require or solicit prepayment of more than $1,200 in fees per client, six months or
more in advance and therefore is not required to provide, and has not provided, a balance sheet.
KWM does not have any financial commitments that impair its ability to meet contractual and
fiduciary obligations to clients and has not been the subject of a bankruptcy proceeding.
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