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FIRM BROCHURE
(Part 2A of Form ADV)
April 7, 2026
Kingstone Capital Partners Texas, LLC
6160 Warren Parkway, Suite 100
Frisco, TX 75034
Phone: (866) 361-1600
845 15th Street, Suite 418B
San Diego, CA 92101
Phone: (866) 361-1600
4600 South Syracuse St., Suite 900
Denver, CO 80237
Phone: (866) 361-1600
7900 International Drive, Suite 300
Bloomington, MN 55424
Phone: (866) 361-1600
www.kingstonefinancial.com
Part 2A of Form ADV (the “Brochure”) provides information about the qualifications and
business practices of Kingstone Capital Partners Texas, LLC. If you have any questions
about the contents of this Brochure, please contact Kenneth Blattenbauer at (866) 361-
1600. 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.
Kingstone Capital Partners Texas, LLC is registered as an investment adviser with the
SEC; 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 Kingstone Capital Partners Texas, LLC (CRD# 281593) and
its investment adviser representatives is also available on the SEC’s website at
www.adviserinfo.sec.gov.
April 7, 2026
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Form ADV Part 2A
ITEM 2: MATERIAL CHANGES
Kingstone Capital Partners Texas, LLC (“KCP” or the “Firm”) has updated our ADV Part 2A
Disclosure Brochure to reflect the following change(s):
•
•
Item 4 – Advisory Business – Updated to disclose the Firm’s current assets under
management and assets under advisement as of December 31, 2025.
Item 5 – Fees and Compensation – Updated to: (i) disclose the Firm’s current fee schedule
and updated definition of “Legacy Clients,” and (ii) disclose the Firm’s use of Circleblack for
billing and reporting services.
Our previous version of Form ADV Part 2A was dated March 31, 2026.
Pursuant to regulation, KCP will ensure that clients receive a summary of any materials changes
to this Brochure within 120 days of the close of KCP’s fiscal year-end. Additionally, as the Firm
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 us at (866)
361-1600.
Additional information about KCP and its investment adviser representatives is also available on
the SEC’s website at www.adviserinfo.sec.gov.
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ITEM 3: TABLE OF CONTENTS
Item Number
Page
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 ................................................................................................7
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................................11
ITEM 7: TYPES OF CLIENTS ..........................................................................................................11
ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES 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 .....................................................................................................................19
ITEM 12: BROKERAGE PRACTICES ...............................................................................................20
ITEM 13: REVIEW OF ACCOUNTS .................................................................................................23
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION ......................................................24
ITEM 15: CUSTODY........................................................................................................................25
ITEM 16: INVESTMENT DISCRETION.............................................................................................26
ITEM 17: VOTING CLIENT SECURITIES ........................................................................................27
ITEM 18: FINANCIAL INFORMATION ............................................................................................27
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Item 4: Advisory Business
A. Description of Firm
Founded in 2015, Kingstone Capital Partners Texas, LLC (“KCP” or the “Firm”) is an SEC
registered investment advisory firm that provides investment supervisory services on a
discretionary basis to certain clients described in Item 7 herein (“Clients”). The investment
instruments KCP advises its clientele on include, but are not limited to, equity stocks, fixed
income securities, bonds, exchange traded funds (“ETFs”), mutual funds, and cash equivalent
instruments. Please refer to Item 8 for additional information relating to the investment
strategies pursued by KCP and their associated risks.
B. Principal Owners
The Firm is a limited liability company having organized in the State of Texas. The Firm is
owned by Kingstone Partners Holdings 1, LLC (“KPH”). Members of KPH include KB Squared
Investments, LLC (“KBSI”), a Texas limited liability company that owns 100% of KPH’s voting
Membership Interests. KBSI is owned 100% by Mr. Kenneth Blattenbauer. There also exist
“economic only” Members of KPH whose interests do not exceed 25% ownership, nor are they
entitled to vote or hold any control of KPH operations. Thus, such economic only Members are
not involved in the day-to-day management of KCP.
C. Types of Advisory Services Offered
1. Financial Planning Services
KCP’s financial planning services are available on a “one-time” or “ongoing” basis, and range
from comprehensive financial planning to more focused consultations, depending on the needs of
each Client. Such planning will at times, typically when requested by a Client, involve
discussions concerning alternative investments such as private placements and REITs. Generally,
KCP evaluates the Client’s financial, business, and investment information and makes
recommendations designed with the intention of achieving the Client’s overall goals and
objectives. Clients have the option of utilizing KCP to implement certain investment
recommendations but are under no obligation to do so. Advice and recommendations may also
be given on non-securities matters and any implementation of KCP’s recommendations is
entirely at the Client’s discretion. Clients are always free to accept or reject any or all
recommendations made by KCP, and Clients retain the authority and discretion on whether or
not to implement any recommendations.
Clients should understand that a potential conflict of interest exists if KCP recommends its own
portfolio management services. Financial planning recommendations are based on the Client’s
financial situation at the time the recommendations are provided and are based on the
information provided by the Client. In addition, certain assumptions may be made with respect to
interest and inflation rates, use of past trends, and performance of the market and economy. Past
performance is in no way an indication of future performance and KCP cannot offer any
guarantees or promises that the Client’s financial goals and objectives will be met. As a Client’s
financial situation, goals, objectives, or needs change, the Client is strongly urged to promptly
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notify KCP. For more information on the risks associated with investing, please refer to Item 8,
below.
Please refer to Item 5 below for detailed information on fees and compensation for these
services.
2. Investment Management Services
KCP provides discretionary investment advice and management to separately managed accounts
on a continuous basis and in accordance with the investment objectives and strategies provided
by the Client. KCP holds a limited power of attorney to act on a discretionary basis with Client
funds. The Firm’s discretionary authority is subject to conditions or restrictions imposed by a
Client, such as when a Client restricts or prohibits transactions in a particular security. Please
refer to Item 16 for additional information.
KCP will not maintain possession or custody of the funds or securities of any Client. The Client
funds will typically be deposited in either a brokerage firm or bank custodian account. With
Client’s written consent, KCP will cause its management fees to be paid out of Clients’
separately managed accounts by the Client’s custodian.
All investment advice is customizable, with each account managed according to the investment
objectives, needs, guidelines, risk tolerance, conditions/restrictions and other information as
provided by the Client. This begins through gathering information from each Client on a Client
Profile Form, or other similar documentation. The Firm also utilizes both in-person meetings,
video conferences, and/or telephonic interviews with the Clients to gather information. Client
managed account assets are then invested and managed based on a blend of investment strategies
and other securities that appear to be most suitable to the Client’s investment objectives and
strategy determined for those account assets. While KCP will customize the portfolios, for
example to help ensure suitability and/or to incorporate Client restrictions, several Clients will be
invested in the same or similar investment strategy at any given time. As part of its strategies, the
Firm will at times invest in leveraged and inverse ETFs on behalf of Clients. Please refer to
disclosures in Item 8 regarding risks associated with leveraged and inverse ETFs.
3. Pension Consulting Services
KCP offers pension-consulting services to qualified and non-qualified retirement and deferred
compensation plans. In general, these services typically include the review and/or development
of an Investment Policy Statement (“IPS”); analysis, review and recommendation of investment
selections; asset allocation advice; communication and education services where KCP assists the
plan sponsor in providing meaningful information regarding the retirement plan to its
participants; investment performance monitoring and/or ongoing consulting. The plan fiduciary
always has the right to seek independent advice about the appropriateness of any recommended
services for the plan. Unless otherwise contractually agreed upon, KCP typically serves in a
3(21) fiduciary capacity when performing these services.
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D. Advisory Agreements
1. Information Received by Individual Clients
At the onset of the Client relationship, KCP gathers information on each Client’s investment
objectives, risk tolerance, time horizons and financial goals. KCP does not assume responsibility
for the accuracy of the information provided by the Client and is not obligated to verify any
information received from the Client or from any of the Client’s other professionals (e.g.,
attorney, accountant, etc.). Under all circumstances, Clients are responsible for promptly
notifying KCP in writing of any material changes to the Client’s objectives, risk tolerance, time
horizon, and financial goals. In the event a Client notifies KCP of any changes, KCP will review
such changes and implement any necessary revisions to the Client’s portfolio.
2. Client Agreements and Disclosures
Each Client is required to enter into a written agreement with KCP setting forth the terms and
conditions under which the Firm shall render its services (the “Agreement”). In accordance with
applicable laws and regulations, KCP will provide its disclosure brochure (ADV Part 2A),
brochure supplement (ADV Part 2B) and most recent Privacy Notice to each Client prior to or
contemporaneously with the execution of the Agreement. The Agreement between KCP and the
Client will continue in effect until terminated by either party pursuant to the terms of the
Agreement. KCP’s fees (as discussed below) shall be prorated through the date of termination
and any remaining balance shall be charged or refunded to the Client, as appropriate, in a timely
manner.
Neither KCP nor the Client may assign the Agreement without the prior consent of the other
party. Transactions that do not result in a change of actual control or management of KCP shall
not be considered an assignment.
As further discussed in Item 15 below, Client’s assets will be custodied with a qualified
custodian. All custodial and execution fees assessed for Client’s assets remain the sole
responsibility of Client.
E. Participation in Wrap Programs
KCP does not participate in any wrap programs at this time.
F. Amount of Client Assets Managed
As of December 31, 2025, the following represents the amount of client assets under
management by the Firm on a discretionary and non-discretionary basis:
Type of Account
Discretionary
Non-Discretionary
Total:
Assets Under Management
$182,298,168
$0
$182,298,168
1. Assets Under Advisement
KCP also provides investment and financial advice for assets that are not directly managed by
the Firm (“Assets Under Advisement” or “AUA”), such as a client’s annuity product, 401K,
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pension or other deferred compensation plans. As of December 31, 2025, the following
represents the amount of AUA by KCP:
Type of Account
Total:
Assets Under Advisement (“AUA”)
$2,931,092
ITEM 5: FEES AND COMPENSATION
A. Compensation for Advisory Services
As described in greater detail below, KCP charges different types of fees, including fees based
on a percentage of assets under management, fixed fees and hourly fees. The specific fees
charged by KCP for its financial planning and investment management services will be set forth
in the Client’s Agreement.
Fees are negotiable under certain circumstances at the sole discretion of KCP. In addition, KCP
has full discretion to waive its advisory fees in their entirety. Although KCP believes its advisory
fees are competitive, Clients should be aware that lower fees for comparable services may be
available from other sources.
Please note that certain “legacy clients” of the Firm will have a fee schedule and/or billing
practices that differ from those disclosed herein. Legacy clients are those clients that had a pre-
existing arrangement with an investment adviser representative before that investment adviser
representative became registered with KCP, or engaged KCP for investment management
services prior to July 1, 2024. In those instances, the specific fees and billing practices will be as
described in the respective legacy client’s agreement.
1. Fixed and Hourly Fees
The Firm generally charges an hourly fee, fixed fee, or both for its financial planning services.
The Firm’s fees vary and are dependent upon the scope and complexity of the requested services,
and are specified as part of the Client’s Agreement. These rates can be negotiated based on the
sole discretion of the Firm.
i Fees for One-Time Services.
Clients receiving “one-time” services are generally assessed a fixed fee and/or an hourly fee.
Generally, rates range from $500 – $10,000 on a fixed fee basis, or from $250 – $350 on an
hourly rate basis. Clients are generally requested to pay 50% of the estimated fee upon execution
of the Agreement. An invoice for services is issued on completion of the written analysis, which
is payable upon receipt. Clients under a one-time Agreement can terminate the Agreement,
without penalty, at any time upon written notice. At the time of termination, any prepaid fees
will be prorated based on the amount of work completed by the Firm as of the date the notice of
termination is received, and any unearned fees will be returned to the Client. It is possible that if
the Client seeks to terminate this Agreement and substantial work has been done to provide
services to the Client, the Client may not receive any return of the initial payment.
ii Fees for Ongoing Services
Clients engaging for “ongoing” Services are generally assessed a fixed fee. Generally, rates
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range from $4,000 – $10,000 per annum. KCP bills quarterly, at the beginning of each calendar
quarter, at a rate of one-fourth (1/4th) the annual fee per quarter. KCP will send all of Client’s
invoices to AdvicePay (a secure payment processing application) and AdvicePay will provide
Client with invoices from KCP. Client agrees to make all payments through AdvicePay under
the terms of Client’s separate AdvicePay Account. Payments may be automatically processed
through AdvicePay via debit card, ACH, or credit card. Client acknowledges that KCP will not
maintain control, copies or custody of Client’s credit card or payment information at any point.
In order to receive the Firm’s “ongoing” services, Clients must agree to set up and register an
account with AdvicePay (“AdvicePay Account”) so that Client can timely pay all KCP invoices
through AdvicePay’s portal. The failure to create the AdvicePay Account, or Client’s
Termination of the AdvicePay account shall constitute immediate grounds for termination. KCP
shall not be obligated to render any “ongoing” services until the Client has registered an active
AdvicePay Account.
Clients under an “ongoing” Agreement are subject to a term of one year from execution of the
Agreement. Clients terminating prior to completion of the one-year term will be invoiced for the
balance of fees otherwise due during the initial one year term, which is payable within 30 days of
notice of termination. Following the one-year term, fees under the Agreement will automatically
renew and will be billed quarterly in advance. After the initial term, Clients may terminate
ongoing services at any time by providing thirty (30) days’ notice. At the time of termination,
any prepaid fees will be prorated based on the amount of work completed and returned to the
Client.
2. Fees Based Upon a Percentage of Assets Under Management
The Firm’s fees for Investment Management Services are based upon a percentage of assets
under management and are fixed at a rate that will vary by Client and range from 0.50% to
2.00%. For the avoidance of doubt, the fixed rate is an absolute, agreed-upon amount and will
not fluctuate up or down pursuant to a prescribed “break-point” schedule. The exact fee for each
Client is set forth in the Client’s Agreement and is based on factors such as: Client’s total assets
under management, Client’s financial complexity, anticipated or requested frequency of Client
interaction, anticipated future earning capacity, anticipated future additional assets, dollar
amount of assets to be managed, related accounts, account composition, and negotiations with
Client.
The Firm’s fee is payable quarterly, in advance, and calculated by multiplying the “market
value” of the Client’s assets under management (including cash and cash equivalents) by the
appropriate annual fee rate set forth in the Client’s Agreement. This amount is then divided by
four (4) to get the quarterly amount. Market value is determined by looking at the Net Asset
Value (“NAV”) of the Client’s accounts as of the close of business on the last business day of
the preceding calendar quarter. In determining the NAV, KCP’s policy is to utilize the “trade
date” (i.e., the day securities are bought) as opposed to the settlement date (i.e., the date
securities settle within the Client’s account) for valuation purposes. The NAV is provided to
KCP by “BillFin” thru Circleblack - a management software program which pulls its data from
the Client’s custodian. Should the NAV provided by Circleblack differ from the NAV specified
by the Client’s custodian, KCP will utilize the NAV provided by Circleblack for billing
purposes.
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Investment management fees will be deducted from the Client’s account by the custodian as soon
as practicable following the end of each applicable period. If requested by the Client, KCP may,
in its sole discretion, invoice Client directly for fees as opposed to debiting Client’s Account. In
such cases, invoices are due and payable upon receipt.
Should a Client open an account during a quarter, the Firm’s investment management fee will be
prorated based on the number of days the account was open during the quarter. In the event the
Firm’s services are terminated mid-quarter, any paid, unearned fees will be promptly refunded to
the Client. The number of days the account was managed during the quarter until termination is
used to determine the percentage of the investment management fee earned (based on the total
number of days in the quarter) and the balance is refunded.
Unless instructed otherwise, each Client account managed by the Firm will be billed individually
for its respective share of fees owed. However, the Firm will at times bill Client accounts
disproportionately for fees should such actions be necessary due to insufficient funds in any
respective Client account, or if doing so is deemed by the Firm to be in the best interest of Client.
Fees are negotiable and arrangements with any particular Client can differ from those described
above. Negotiated fees will be captured in and agreed upon by the Client as part of the Client’s
Agreement. In addition, for family and friends of the Firm, the Firm will at times, in its sole
discretion, reduce or waive management fees in their entirety. For purposes of calculating assets
under management, KCP will consider all investment management accounts which constitute a
“household” of the Client’s assets. Typically, a Client’s household consists of any spouse,
parent, child, partner or sibling who resides at the same mailing address as the Client.
The Firm may amend its standard fee schedule at any time by giving thirty (30) days advanced
written notice to Clients. Although KCP believes its investment management fees are competitive,
Clients should be aware that lower fees for comparable services may be available from other
sources. Discounts, not generally available to our advisory clients, may be offered to family
members and friends.
i Fees for Pension Consulting Services
The Firm’s pension consulting fees range from 0.25% to 1.0% of the assets under management
of the plan and are calculated and assessed quarterly, in advance. The pension consulting fees are
typically invoiced to the respective plan’s administrator, who then deducts the Firm’s fees from
the Client’s account. However, at times, the Firm will directly debit its fees from the Client’s
account upon receiving written authorization from the Client. If requested by the Client, KCP
may, in its sole discretion, invoice Client directly for fees as opposed to debiting Client’s
Account. In such cases, invoices are due and payable upon receipt.
Should a Client begin receiving pension consulting services during a quarter, the Firm’s
investment management fee will be prorated based on the number of days the account was open
during the quarter. In the event the Firm’s services are terminated mid-quarter, any paid,
unearned fees will be promptly refunded to the Client. The number of days the account was
managed during the quarter until termination is used to determine the percentage of the
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investment management fee earned (based on the total number of days in the quarter) and the
balance is refunded.
Fees are negotiable and arrangements with any particular Client can differ from those described
above. Negotiated fees will be captured in and agreed upon by the Client as part of the Client’s
Agreement. Although KCP believes its investment management fees are competitive, clients
should be aware that lower fees for comparable services may be available from other sources.
B. Other Fees and Expenses
Clients should understand that the fees described above do not include certain charges imposed
by third parties such as custodial fees, charges imposed directly by a mutual fund or ETF in the
account, which shall be disclosed in the fund’s prospectus (e.g., fund management fees and other
fund expenses), deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and
electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions.
Additionally, Clients will often incur brokerage commissions and transaction fees. Clients
should further understand that such charges, fees and commissions incurred in connection with
transactions for an account will be paid out of the assets in the account and are exclusive of and
in addition to the fees charged by KCP.
C. Additional Information Regarding KCP’s Fees
The Agreement for separately managed accounts executed by Clients specifies that payment of
KCP’s management fees will be made by the qualified custodian directly from Client’s custodial
account, unless otherwise specified in writing by the Client. Further, the qualified custodian
agrees to deliver an account statement to the Client, at least quarterly, showing all disbursements,
including KCP’s advisory fees, deducted from the account. The Client is encouraged to review
all account statements for accuracy and compare them to the invoices and reports received by
Client. It is the Client’s responsibility (and not the custodian’s) to ensure the fee and its
calculation in relation to the Client’s account is correct. Please note that the fees charged by
investment company funds and the Client’s custodian are exclusive of, and in addition to, KCP’s
investment advisory fee. Please refer to Item 5.B below. Advisers, such as KCP, which are
deemed to have custody as a consequence of the authority to debit fees directly from Client
accounts, are not required to obtain an independent verification of those Client funds and
securities maintained by a qualified custodian so long as certain steps are followed. This
includes providing each Client (as well as the custodian) with an invoice or similar statement that
includes the adviser’s fee and information on how it was calculated. Clients should understand
that it is their responsibility to ensure that the fee calculation is correct, and not the custodian.
Please see item 15 below for additional information regarding Custody.
An Agreement for a separately managed account can be cancelled at any time, by either party,
for any reason, customarily upon receipt of 30 days written notice. The advance notice
requirement for termination varies by Agreement. Upon termination of any account, any
prepaid, unearned fees will be promptly refunded and any earned, unpaid fees will be due and
payable.
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D. Outside Compensation
Certain representatives of KCP serve as licensed insurance agents with an affiliated, life, health
and disability insurance company, Kingstone Insurance Company (“Kingstone Insurance”).
There are times when representatives of KCP recommend the purchase of certain insurance
products to KCP clients. Upon purchase, the KCP representative, in his or her capacity as an
insurance agent, will receive normal and customary commission. Certain employees of KCP are
also employees of Kingstone Family Enterprises, an affiliated tax and accountancy Firm. The
Firm also established an internal referral program to support growth across the organization
whereby KCP representatives who refer clients to KFE will receive a share of KFE fees. For a
detailed description of these arrangements, please see Item 10 below.
ITEM 6: PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
The Firm does not charge performance-based fees (i.e., fees calculated based on a share of
capital gains upon or capital appreciation of the funds or any portion of the funds of an advisory
Client). Consequently, the Firm does not engage in side-by-side management of accounts that
are charged a performance-based fee with accounts that are charged another type of fee (such as
assets under management). As described above, the Firm provides advisory services for a
percentage of assets under management, in accordance with applicable regulations.
ITEM 7: TYPES OF CLIENTS
A. Description
KCP provides discretionary investment supervisory and management services on a continuous
basis to individuals, high net worth individuals, charitable organization, corporations and
pension and profit-sharing plans (“Client”).
B. Conditions for Managing Accounts
The Firm generally requires a minimum initial investment of $1,000,000 to open an account,
which could be negotiable by the Firm in its sole discretion or differ for Legacy Clients.
However, the Firm reserves the right to accept or decline a potential Client for any reason in its
sole discretion. Prior to engaging the Firm to provide any of the investment advisory services
described in this Brochure, the Client will be required to enter into one or more written
Agreements with the Firm setting forth the terms and conditions under which the Firm shall
render its services.
There are times when certain restrictions are placed by a Client, which prevents KCP from
accepting or continuing to manage the account. KCP reserves the right to not accept and/or
terminate management of a Client’s account if it feels that the Client imposed restrictions which
would limit or prevent it from meeting and/or maintaining its overall investment strategy.
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ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
A. Methods of Analysis and Investment Strategies
KCP uses a variety of analytical information to assist with its security analysis. However, the
primary type of method of analysis the Firm engages in is analysis of securities’ fundamentals.
KCP typically begins by using a fundamental, “bottom-up” research process to find investments
with superior risk adjusted yield characteristics and attractive valuations. In addition, the Firm
will use market intelligence to capitalize on long-term trading opportunities to generate
additional income for the accounts. The sources of information used by KCP to perform its
analysis include, but are not limited to, market news reports, financial publications, rating
services, outside research reports, annual reports, prospectuses, SEC filings, company press
releases, and interpretation of exchange market data. The Firm will then overlay their bottom-up
approach with a “top-down” approach to identify securities, sectors and portfolio strategies that
it believes will produce strong relative performance to appropriate benchmarks for each
risk/return.
1. Kingstone Core Investment Strategy
The investment strategies KCP pursues on behalf of Clients include long-term purchases and
trading. The Firm will recommend, on occasion, redistributing investment allocations to
diversify the portfolio in an effort to reduce risk. KCP will also at times recommend specific
stocks to increase sector weighting and/or dividend potential, or employing cash positions as a
possible hedge against market movement which has the potential to adversely affect the
portfolio. Additionally, KCP will at times recommend selling positions for reasons that include,
but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a
specific security or class of securities, overvaluation or overweighting of the position(s) in the
portfolio, change in the risk tolerance of the client, or any risk deemed unacceptable for the
client’s risk tolerance.
a. Deployment of Core Investment Strategy – Direct Investment vs. ETFs
Depending on the Client’s investible assets, the Firm will typically employ its Core Investment
Strategy either through direct investment in target company equities, or through ETFs whose
underlying holdings include target company equities. This is because Clients with lower amounts
of investible assets often cannot be fully allocated in the Core Investment Strategy (or will have
undesirable over-concentrated positions), and therefore, ETFs are needed to replicate the
strategy. Those clients who are invested in ETFs, as opposed to directly investing in target
companies, will be subject to additional ETF fees and therefore their return on investment could
be lower than Clients who make direct investments. Conversely, the ETFs contain more
underlying holdings than the Firm typically acquires for its Core Investment Strategy, and
therefore clients invested in ETFs will have a more diversified portfolio to help reduce risk than
compared to Clients invested directly in target companies.
b. Use of Leveraged ETFs
The use of broad market, leveraged ETFs at times will be a part of our overall Core Investment
Strategy. The primary purpose of the utilization of broad market leveraged ETFs is to reflect a
positive outlook of the US economy as a whole. In our analysis, we have determined that large
market capitalization, publicly traded entities are the bellwether of this economy and its growth
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can, at times, be disproportionately affected by the largest companies operating within it.
Therefore, the inclusion of a levered ETF designed to track these large firms: (i) permits us to
investment in a broader market than would otherwise be possible if attempting to purchase
individual stocks in such companies, and (ii) the leveraged nature of such ETFs allows us to
amplify our investment contribution. Moreover, as investment professionals, we’ve used our
asset allocation experience to develop an allocation strategy whereby a relatively small portion
of our strategy is dedicated to leveraged ETFs in an effort to generate outsized, risk-adjusted
returns.
i. How & When Levered ETFs are Used:
The fluctuation of the size of leveraged ETF positions on the Firm’s Core Investment Strategy is
a result of the confidence our analysis shows at any given time, in the forward-looking growth of
the overall US economy. We employ a long-term holding period for this position as we do all
positions incorporated in our investment strategy. The Firm recognizes that employing leveraged
ETFs in this manner carries with it certain additional risks (as more fully described below).
ii. Risk Management
Given the enhanced risk-profile of a levered ETF, we incorporate standing stop-loss trades on the
position. Calculation of these stop-losses are determined from quantitative analysis of the
historic volatility of the position using the calculated beta of the holding compared to the index
used as a benchmark. Given the fact that its benchmark is also the exact index it was created to
track, assessing the inherent risk profile of our levered position compared to the risk of the
market at large becomes relatively straightforward. With the mathematically assessed stop-losses
in place, we are aware of the expected percentage of the holding at risk at any given time. This
allows us to gauge the downside risk of the position as well as its overall contribution to the risk
analysis of the strategy. Those risks, as stated in the prospectus of the respective leveraged ETF,
are: (i) Risks Associated with the Use of Derivatives, (ii) Leverage Risk, (iii) Compounding
Risk, (iv) Correlation Risk, (v) Rebalancing Risk, (vi) Counterparty Risk, (vii) Early Close/Late
Close/Trading Halt Risk, (viii) Equity and Market Risk, (ix) Index Performance Risk, (x)
Intraday Price Performance Risk, (xi) Large-Cap Company Investment Risk, (xii) Liquidity
Risk, (xiii) Market Price Variance Risk, (xiv) Non-Diversification Risk, (xv) Portfolio Turnover
Risk, (xvi) Tax Risk, and (xvii) Valuation Risk. The detailed explanation of these listed risks are
discussed in the “Principal Risks” section of the leveraged ETF prospectus. Clients receive a
copy of this prospectus upon investment directly from the ETF offeror, and are encouraged to
ask the Firm and its advisers any questions they may have as to the product and/or its associated
risks.
B. Risk of Loss
Investing in securities involves a significant risk of loss which Clients should be prepared to
bear. KCP investment recommendations are subject to various market, currency, economic,
political and business risks, and such investment decisions are not always profitable. Clients
should be aware that there a loss or depreciation to the value of the Client’s account can occur.
There can be no assurance that the Client’s investment objectives will be obtained and no
inference to the contrary should be made.
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Past performance is not indicative of future results. Therefore, Clients should never assume that
future performance of any specific investment or investment strategy will be profitable.
Investing in securities (including stocks, mutual funds, and bonds, etc.) involves risk of loss.
Further, depending on the different types of investments there are varying degrees of risk.
Because of the inherent risk of loss associated with investing, the Firm is unable to represent,
guarantee, or even imply that its services and methods of analysis can or will predict future
results, successfully identify market tops or bottoms, or insulate you from losses due to market
corrections or declines.
The market value of fixed income securities will generally fluctuate inversely with interest rates
and other market conditions prior to maturity. Fixed income securities are obligations of the
issuer to make payments of principal and/or interest on future dates, and include, among other
securities: bonds, notes and debentures issued by corporations; debt securities issued or
guaranteed by the U.S. government or one of its agencies or instrumentalities, or by a non-U.S.
government or one of its agencies or instrumentalities; municipal securities; and mortgage
backed and asset-backed securities. These securities may pay fixed, variable, or floating rates of
interest, and can include zero coupon obligations and inflation-linked fixed income securities.
The value of longer duration fixed income securities will generally fluctuate more than shorter
duration fixed income securities.
There are certain additional risks associated with the securities recommended and strategies
utilized by KCP including, among others:
• Market Risk – Either the stock market as a whole, or the value of an individual company,
goes down resulting in a decrease in the value of Client investments. This is also referred
to as systemic risk.
• Sector Risk – The chance that significant problems will affect a particular sector, or that
returns from that sector will trail returns from the overall stock market. Daily fluctuations
in specific market sectors are often more extreme than fluctuations in the overall market.
• Non-Diversification Risk – The risk of focusing investments in a small number of issuers,
industries or foreign currencies, including being more susceptible to risks associated with
a single economic, political or regulatory occurrence than a more diversified portfolio
might be.
• Equity (stock) Market Risk – Common stocks are susceptible to general stock market
fluctuations and to volatile increases and decreases in value as market confidence in and
perceptions of their issuers change. If Client held common stock, or common stock
equivalents, of any given issuer, Client would generally be exposed to greater risk than if
Client held preferred stocks and debt obligations of the issuer.
•
• Fixed Income Risk – When investing in bonds, there is the risk that the issuer will default
on the bond and be unable to make payments. Further, individuals who depend on set
amounts of periodically paid income face the risk that inflation will erode their spending
power. Fixed-income investors receive set, regular payments that face the same inflation
risk.
Interest Rate Risk – The chance that prices of fixed income securities will decline
because of rising interest rates. Similarly, the income from fixed income securities may
decline because of falling interest rates.
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• Reinvestment Risk – The risk that interest and principal payments from a bond will be
reinvested at a lower yield than that received on the original bond. During periods of
declining interest rates, bond payments may be invested at lower rates; during periods of
rising rates, bond payments may be invested at higher rates.
• Management Risk – Client’s investment with the Firm varies with the success and failure
of our investment strategies, research, analysis and determination of portfolio securities.
If our investment strategies do not produce the expected returns, the value of the
investment will decrease.
• Opportunity Cost Risk – The risk that an investor may forego profits or returns from
other investments.
• Derivatives Risk – Derivatives are types of investments where the investor does not own
the underlying asset. There are many different types of derivative instruments, including,
but not limited to, options, swaps, futures, and forward contracts. Derivatives have
numerous uses as well as various risks associated with them, but they are generally
considered an alternative way to participate in the market. Investors typically use
derivatives for three reasons: to hedge a position, to increase leverage, or to speculate on
an asset's movement. Some ETFs use derivatives, such as swaps, options and futures,
among others. Derivative instruments may be illiquid, difficult to value and leveraged so
that small changes can produce disproportionate losses to a client. Over-the-counter
derivatives, such as swaps, are also subject to counterparty risk, which is the risk that the
other party in the transaction will not fulfill its contractual obligation. Losses from
investments in derivatives can result from a lack of correlation between the value of those
derivatives and the value of the underlying asset or index. In addition, there is a risk that
the performance of the derivatives or other instruments used by ETFs to replicate the
performance of a particular asset or asset class may not accurately track the performance
of that asset or asset class.
• Leverage Risk – Leverage (borrowing) may be used in investment and trading, generally
through purchasing inherently leveraged instruments, such as certain ETFs. The prices of
leveraged instruments can be highly volatile, and investments in leveraged instruments
may, under certain circumstances, result in losses that exceed the amounts invested.
Borrowing magnifies the potential for losses and exposes the client to interest expense on
money borrowed. Leveraged ETFs and derivatives will amplify losses because they are
designed to produce returns that are a multiple of the equity index to which they are
linked.
• Mutual Funds and Exchange Traded Funds (“ETFs”) Risk – Mutual funds and exchange
traded funds ("ETF") are professionally managed collective investment systems that pool
money from many investors and invest in stocks, bonds, short-term money market
instruments, other mutual funds or ETFs, derivatives and other securities, or any
combination thereof. The fund will have a manager that trades the fund's investments in
accordance with the fund's investment objective. This results in mutual funds and ETFs
being subject to investment advisory and other expenses, which will be indirectly paid by
clients. As a result, the cost of the investment strategy will be higher than the cost of
investing directly in a mutual fund and/or ETFs. While mutual funds and ETFs generally
provide diversification, risks can be significantly increased if the fund is concentrated in a
particular sector of the market, primarily invests in small cap or speculative companies,
uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular
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type of security (i.e., equities) rather than balancing the fund with different types of
securities. ETFs differ from mutual funds since they can be bought and sold throughout
the day like stock and their price can fluctuate throughout the day. The returns on mutual
funds and ETFs can be reduced by the costs to manage the funds. Also, while some
mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other
types of mutual funds do charge such fees which can also reduce returns. Mutual funds
can also be "closed end" or "open end". So-called "open end" mutual funds continue to
allow in new investors indefinitely whereas "closed end" funds have a fixed number of
shares to sell which can limit their availability to new investors. ETFs can also be subject
to tracking error risks. For example, the ETF investment adviser may not be able to cause
the ETF's performance to match that of the its underlying index or other benchmark,
which may negatively affect the ETF's performance. In addition, for leveraged and
inverse ETFs that seek to track the performance of their underlying indices or
benchmarks on a daily basis, mathematical compounding may prevent the ETF from
correlating with performance of its benchmark. In addition, an ETF may not have
investment exposure to all of the securities included in its underlying index, or its
weighting of investment exposure to such securities may vary from that of the underlying
index. Some ETFs may invest in securities or financial instruments that are not included
in the underlying index, but which are expected to yield similar performance.
• Leveraged and Inverse ETF Risk – A leveraged ETF generally seeks to deliver multiples
of the daily performance of the index or benchmark that it tracks.1 An inverse ETF
generally seeks to deliver the opposite of the daily performance of the index or
benchmark that it tracks. Inverse ETFs often are marketed as a way for investors to profit
from, or at least hedge their exposure to, downward-moving markets. Some ETFs are
both inverse and leveraged, meaning that they seek a return that is a multiple of the
inverse performance of the underlying index. To accomplish their objectives, leveraged
and inverse ETFs use a range of investment strategies, including swaps, futures contracts
and other derivative instruments. Leveraged, inverse, and leveraged inverse ETFs are
more volatile and riskier than traditional ETFs due to their exposure to leverage and
derivatives, particularly total return swaps and futures. At times, the Firm will
recommend leveraged and/or inversed ETFs, which may amplify gains and losses.
• Risks Associated with Holding Leveraged and/or Inverse ETFs for an Extended Period of
Time – Most leveraged ETFs are typically designed to achieve their desired exposure on
a daily (in a few cases, monthly) basis, and reset their leverage daily. A "single day" is
measured from the time the leveraged ETF calculates its net asset value ("NAV") to the
time of the leveraged ETF's next NAV calculation. The return of the L-ETF for periods
longer than a single day will be the result of each day's returns compounded over the
period. Due to the effect of this mathematical compounding, their performance over
longer periods of time can differ significantly from the performance (or inverse
performance) of their underlying index or benchmark during the same period of time.
For periods longer than a single day, the leveraged ETF will lose money when the level
1 For example: A 2X fund will have a multiplier of two times (2x) the Index. A single day movement in the Index approaching
50% at any point in the day could result in the total loss of a shareholder's investment if that movement is contrary to the
investment objective of the leveraged ETF, even if the Index subsequently moves in an opposite direction, eliminating all or a
portion of the earlier movement. This would be the case with any such single day movements in the Index, even if the Index
maintains a level greater than zero at all times.
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of the Index is flat, and it is possible that the leveraged ETF will lose money even if the
level of the Index rises. Longer holding periods, higher index volatility and greater
leverage all exacerbate the impact of compounding on an investor's returns. During
periods of higher Index volatility, the volatility of the Index may affect the leveraged
ETF's return as much as or more than the return of the Index itself. Therefore, holding
leveraged, inverse, and leveraged inverse ETFs for longer periods of time increases their
risk due to the effects of compounding and the inherent difficulty in market timing.
Leveraged ETFs are riskier than similarly benchmarked ETFs that do not use leverage.
Non-traditional ETFs are volatile and not suitable for all investors. Positions in non-
traditional ETFs should be monitored closely due to their volatile nature and inability to
track the underlying index over an extended period of time.
ITEM 9: DISCIPLINARY INFORMATION
Registered investment advisers such as KCP are required to disclose all material facts regarding
any legal or disciplinary events that would be material to a Client’s or prospective Client’s
evaluation of KCP or the integrity of its management. Examples of such events would include,
but are not limited to, instances where KCP, or a management person of KCP: (i) was convicted
of, or pled guilty or nolo contendere (“no contest”) to a crime of moral turpitude; (ii) is the
subject of an administrative proceeding before the SEC, any other federal or state regulatory
agency; or (iv) any other legal or disciplinary event that is material to a client's or prospective
client's evaluation of KCP’s business or the integrity of its management. Neither KCP, nor its
management persons, have any such legal or disciplinary events and therefore has nothing to
disclose with respect to this Item.
ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Certain representatives of KCP serve as licensed insurance agents of Kingstone Insurance, an
affiliated life, health and disability insurance company. There are times when representatives of
KCP recommend the purchase of certain insurance products to KCP clients. Upon purchase, the
KCP representative, in his or her capacity as an insurance agent, will receive normal and
customary commission.
Due to the fact such representatives are licensed and can recommend the purchase of insurance
products where they receive commissions or other compensation for doing so, a conflict of
interest exists because the representatives have an incentive to make recommendations based on
the compensation received rather than on a client’s needs. KCP has adopted certain procedures
designed to mitigate the effects of these conflicts. As part of our fiduciary duty to clients, the
Firm and our representative’s endeavor at all times to act in the Client’s best interest, and
recommendations will only be made to the extent that they are reasonably believed to be in the
best interests of the client. Additionally, the conflicts presented by these practices are disclosed
to clients through the Firm's Brochure, Brochure Supplements, the client Agreement and/or
verbally prior to or at the time of entering into an agreement with KCP. Clients always have the
right to decide whether or not to implement any recommended transactions by the Firm. Should
the client choose to do so, the Client always has the right to choose the professional in which to
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do so. KCP clients should understand that lower fees and/or commissions for comparable
services may be available from other sources.
Additionally, certain representatives of KCP are also owner/employees of Kingstone Family
Enterprises (“KFE”), a tax and accountancy firm affiliated with KCP due to common ownership.
At times, representatives of KCP will recommend clients utilize the services of KFE for their tax
and/or accountancy needs and will receive a referral fee should the client engage KFE for
services. The referral fee is typically a percentage of the fees the client pays to KFE for tax and
accountancy services. KFE assesses the same fee regardless of whether a client is referred to it
for services or not. This receipt of compensation creates a conflict of interest in that KCP
representatives have an incentive to recommend KFE for services over other tax and
accountancy firms that do not pay for referrals. Additionally, should clients of KCP choose to
engage KFE, KCP representatives who are also employed by KFE will receive normal
compensation for their respective role with KFE. Additionally, as KCP and KFE have common
ownership, profits received by KFE will be shared by owners of KCP. In order to mitigate these
conflicts, they are disclosed to clients through this Brochure and relevant Brochure Supplements.
Further, clients are made aware – typically through the delivery of this Brochure, that they
always have the right to decide whether or not to implement any recommended transactions by
the Firm are under no obligation to utilize KFE for their accounting needs, and are free to select
any accountancy firm of their choosing.
When leaving an employer, Clients typically have four options regarding their existing
retirement plan: (1) leave the assets in the former employer’s plan, if permitted, (2) roll over the
assets to the new employer’s plan, if one is available and rollovers are permitted, (3) roll over the
assets to an Individual Retirement Account (“IRA”), or (4) take a full withdrawal in cash, which
would result in ordinary income tax and a penalty tax if the person is under age 59 1/2. At times,
as part of its services, the Firm recommends that Clients roll over their 401(k) or other qualified
plan assets to an IRA, this rollover recommendation presents a conflict of interest in that the
Firm would receive compensation (or may increase current compensation) when investment
advice is provided following the Client’s decision to roll over plan assets. Clients who have
assets in retirement accounts elsewhere would potentially pay a larger fee if rolled into an IRA or
Roth IRA with KCP as the adviser. KCP will only recommend rollovers if it’s in the best interest
of the Client. Instances, where it may be in the best interest of the Client, are to simplify their
account management (reduce the number of retirement accounts), have professional management
of their account, limited investment options at current retirement plan, and/or high administrative
fees. Prior to making a decision, each Client should carefully review the information regarding
rollover options and are under no obligation to rollover retirement plan assets to an account
managed by KCP.
Neither KCP nor any of its management persons are registered, or have an application pending to
register, as a futures commission merchant, commodity pool operator, a commodity pool trading
advisor or an associated person of the foregoing entities.
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ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT
TRANSACTIONS AND PERSONAL TRADING
A. Description of Code of Ethics
KCP is a fiduciary who owes its Clients undivided loyalty. This fiduciary obligation imposes
upon KCP and its associated persons a duty to deal fairly and to act in the best interest of its
Clients. In addition, this obligation imposes upon KCP and its associated persons numerous
responsibilities, including the duty to render disinterested and impartial advice; to make suitable
recommendations within the context of the total portfolio to Clients in light of their needs,
financial circumstances and investment objectives; to exercise a high degree of care to ensure
that adequate and accurate representations of its business and other information about securities
are presented to Clients; and to not engage in fraudulent, deceptive or manipulative practices.
To this end, KCP has adopted a Code of Ethics (“Code”) which establishes standards of conduct
for the Firm’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, insider trading, conflicts
of interest and confidentiality of Client information.
Because KCP’s investment professionals and associated persons will at times transact in the
same securities for personal accounts as they buy or sell for Client accounts, it is important to
mitigate potential conflicts of interest. As such, KCP has adopted personal securities transaction
policies in its Code, which all of KCP’s associated persons must follow. Specifically, the Code
requires personnel to report personal trades and holdings and prohibits or requires pre-clearance
for certain trades in certain circumstances. The Code also contains procedures for reporting
violations and enforcement. The Code is reviewed and distributed to personnel annually. KCP
will provide a copy of its Code of Ethics to any Client or prospective Client upon request. Please
contact KCP at (866) 361-1600.
B. Participation or Interest in Client Transaction
It is KCP’s policy not to enter into any principal transactions or agency cross transactions on
behalf of Client accounts. Principal transactions occur where an adviser, acting as principal for
its own account, buys securities from or sells securities to any advisory Client. Agency cross
transactions occur where a person acts as an investment adviser in relation to a transaction in
which the adviser, or an affiliate of the adviser, acts as broker for both the advisory Client and
for another person on the other side of the transaction.
KCP or individuals associated with KCP will at times buy or sell for their personal account(s)
securities or investment products identical to those recommended to or already owned by
Clients. Alternatively, KCP could cause Clients to buy a security in which KCP or such
individuals have an ownership position. Such recommendations will only be made to the extent
that they are reasonably believed to be in the best interests of the Client. Nevertheless, such
practices present conflicts of interest. To mitigate these conflicts, KCP has adopted a Code of
Ethics, which outlines the procedures regarding personal trading that must be followed (see
details below). Additionally, as part of KCP’s fiduciary duty to Clients, KCP and its supervised
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persons will endeavor at all times to act in the Client’s best interest and at all times are required
to adhere to KCP’s Code of Ethics.
C. Personal Trading
On occasion employees of KCP will buy for their own accounts securities which KCP also
recommends to Clients. It is possible that officers or employees of KCP will buy or sell
securities or other instruments that KCP has recommended to Client and engage in transactions
for their own account in a manner that is inconsistent with KCP’s recommendations to a Client.
Personal securities transactions by employees raise conflicts of interest when such persons trade
in a security that is owned by, or considered for purchase or sale for, a Client.
In order to mitigate this conflict of interest and to comply with all applicable laws and
regulations, KCP’s Code of Ethics sets forth the professional and fiduciary standards that all
associated persons must follow. The Firm’s intention is to protect Client interests at all times
and to demonstrate KCP’s commitment to its fiduciary duties of honesty, good faith and fair
dealing with Clients. All associated persons are expected to adhere strictly to the policy and are
required to follow specific procedures regarding personal trading, including:
• Adhere to the fundamental standard that employees should not take inappropriate
advantage of their position;
• Conduct all personal securities transactions in a manner consistent with the adopted
policy;
• Use reasonable care and exercise independent professional judgment when conducting
investment analysis, making investment recommendations, taking investment actions,
and engaging in other professional activities; and
• Comply with applicable provisions of the federal securities laws and similar state statutes
and rules.
KCP and its Associated Persons will also at times buy or sell specific securities for their own
accounts based on personal investment considerations, which KCP does not deem appropriate
to buy or sell for Clients.
ITEM 12: BROKERAGE PRACTICES
When the Firm places orders for the execution of portfolio transactions for Client accounts,
transactions are allocated to the Client’s broker-dealer for execution in various markets at prices
and commission rates that, based upon good faith judgment, will be in the best interest of the
Client. Clients should be aware that in most instances, the broker-dealer performing such
transactions also serves as the client’s custodian. The following discussion summarizes the
material aspects of the Firm’s practices for the selection of broker-dealers to execute Client
transactions.
A. Discretionary Authority and Selection Criteria
All separately managed account clients are required to establish custodial accounts with a
qualified custodian of record. KCP will only implement its investment management
recommendations after the Client has arranged for and furnished the Firm with all information
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and authorization regarding accounts with appropriate financial institutions to act as custodian.
In addition, in most cases, a Client’s broker-dealer also acts as the custodian of the Client’s
assets for little or no extra cost. 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.
Factors which KCP considers in recommending broker-dealers include their respective financial
strength, reputation, execution, pricing, research, and service. The commissions and/or
transaction fees charged by particular brokers selected by KCP can be higher or lower than those
charged by other broker-dealers.
KCP generally affects all transactions for separately managed accounts through the broker
dealer. KCP periodically evaluates the commissions charged and the service provided by the
broker- dealer and compares those with other broker-dealers to evaluate whether overall best
qualitative execution could be achieved by using alternative broker-dealers. Other factors KCP
considers when evaluating its choice of broker dealer include:
• Ability to trade mutual funds and other investments that KCP determines suitable for a
Client's portfolio;
Interaction simplicity with the Adviser;
• Any custodial relationship between the Client and the broker-dealer;
• Excellent customer service;
•
• Discount transaction rates; and
• Reliability and financial stability.
For those clients who select broker-dealers not recommended by KCP, clients should be aware
that KCP will often not be able to negotiate specific brokerage commission rates with the broker
on the Client’s behalf, or seek better execution services or prices from other broker-dealers. As a
result, the Client could end up paying higher commissions and/or receive less favorable net
prices on transactions for their account than might otherwise be the case and that KCP will have
limited ability to ensure the broker-dealer selected by the Client will provide best possible
execution.
B. Best Execution
KCP will generally seek “best execution” in light of the circumstances involved in transactions.
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 others, net price, reputation, financial
strength and stability, efficiency of execution and error resolution, the size of the transaction and
the market for the security. KCP will not obligate itself to obtain the lowest commission or best
net price for an account on any particular transaction. Consistent with the foregoing, while KCP
will seek competitive rates, it will not always obtain the lowest possible commission rates for
Client transactions.
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To ensure that brokerage firms selected by KCP are conducting overall best qualitative
execution, KCP will periodically (and no less often than annually) evaluate the trading process
and brokers utilized. This evaluation will 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.
1. Research and Other Soft Dollar Benefits
KCP maintains relationships with, and recommends the services of, various qualified third-party
broker-dealer custodians. In connection with these relationships, KCP receives certain benefits.
As further described below, such benefits include research reports, services and seminars,
computer software and other products and services to assist the Firm in research and other facets
of its day-to-day activities. Selecting a broker-dealer in recognition of the provision of services
or products other than transaction execution is known as paying for those services or products
with “soft dollars.” The Firm’s receipt of soft dollar services and products benefit KCP since
client brokerage fees are used to obtain such benefits and the Firm does not have to produce or
pay for the research, products or services. Consequently, KCP has an incentive to select or
recommend a broker-dealer based on these benefits rather than in the clients' interest in receiving
most favorable execution. These practices could also cause Clients to pay fees that are higher
than those that another qualified broker-dealer might charge to effect the same or similar
transaction.
Some of these services are provided to KCP as part of a “bundled package” from the broker
dealer. KCP does not attempt to match a particular client’s trade executions with broker-dealers
who have provided research services which have directly benefited that client’s portfolio.
Rather, research services and other soft dollar benefits received by KCP are generally used for
the ultimate benefit of all of its clients. Alternatively, some of the services will benefit only a
specific segment of KCP’s Clients.
To help mitigate the conflicts of interest created by KCP’s receipt of soft dollar benefits and to
help ensure that broker-dealer custodians recommended by the Firm are conducting overall best
qualitative execution, KCP will periodically evaluate its trading process and brokers utilized.
KCP will review the brokerage firm’s services, their value added to the Firm’s investment
process along with the broker’s ability to affect trades in a fair and timely manner at competitive
commission rates. At that time brokerage firms not currently utilized will be considered for
inclusion if the President of KCP deems that such brokerage firms will significantly improve the
Firm’s overall management of client accounts.
2. Directed Brokerage
Under certain circumstances, KCP allows a client to direct the Firm to execute all or a portion of
client transactions through a specific broker (“Directed Brokerage”). If that is the case, the client
should understand that: (1) KCP generally does not negotiate specific brokerage commission
rates with the broker on client’s behalf, or seek better execution services or prices from other
broker/dealers and, as a result, the Client could end up paying higher commissions and/or receive
less favorable net prices on transactions for their account than might otherwise be the case; and
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(2) transactions for that account generally will be effected independently unless KCP is able to
purchase or sell the same security for several clients at approximately the same time (“block
trade”), in which case the Firm will include such client’s transaction with that of other Clients for
execution by the same broker. If transactions are not able to be traded as a block, the Firm will
have to enter the transactions for the Client’s account after orders for other Clients, with the
result that market movements could work against the Client. Therefore, prior to directing the
Firm to use a specific broker-dealer, a Client should consider whether, under that restriction,
execution, clearance and settlement capabilities, commission expenses and whatever amount is
allocated to custodian fees, if applicable, would be comparable to those otherwise obtainable.
Clients should understand that he/she might not obtain commissions rates as low as it might
otherwise obtain if KCP had discretion to select or recommend other broker-dealers.
Consequently, Directed Brokerage could result in the client paying more money for brokerage
services.
Subject to its objective to achieve best execution, KCP reserves the right to decline a Client’s
request to engage in Directed Brokerage if, in Firm’s sole discretion, such Directed Brokerage
arrangements would result in additional operational difficulties or violate restrictions imposed by
other broker dealers.
C. Trade Aggregation and Allocation
KCP typically effects transactions for each client account independently, and therefore is usually
unable to aggregate client orders. However, when able to, the Firm will typically aggregate
trades of accounts. Trade aggregation, or “bunching of orders,” often results in better execution
and/or better realized prices. Because KCP’s Investment Management Services utilize various
types of investments and securities, it is not always possible to bunch orders. Alternatively, even
when possible, KCP not always be able to execute all shares of an aggregated trade because of
prevailing market conditions and other variables, in which case the Firm will allocate the trade
among participating accounts in an equitable manner determined prior to execution of the trade.
In certain cases, the Firm will not be able to purchase or sell the same security for all clients that
could transact in the security, which is generally based on various factors such as the type of
security, size of the account, cash availability and account restrictions. For clients requiring
directed brokerage, the Firm typically will not be able to effectively "bunch" orders on the
client's behalf, which could impact the possible advantage clients derive from the aggregation of
orders.
ITEM 13: REVIEW OF ACCOUNTS
A. Periodic Reviews
Accounts are monitored on an ongoing basis, which includes detailed periodic reviews. The
frequency of reviews is at the discretion of KCP, but accounts are typically reviewed not less
than annually. Accounts are reviewed for performance, consistency with the investment strategy
and Client objectives, and other account parameters in order to determine if any adjustments
need to be made. Reviews are performed by the investment adviser representative performing
services for the respective Client.
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B. Other Reviews and Triggering Events
In addition to the periodic reviews described above, reviews can be triggered by changes in a
Client’s personal, tax, or financial status. Account holdings also are reviewed when changing
market conditions warrant such review. Clients are encouraged to notify the Firm and its
advisory representatives of any changes in his/her personal financial situation that might affect
his/her investment needs, objectives, or time horizon.
C. Regular Reports
Written account statements are generated no less than quarterly and are sent directly from the
account custodian. These statements list the account positions, activity in the account over the
covered period, and other related information, including any fees deducted from the account.
Clients are also sent confirmations following each brokerage account transaction unless
confirmations have been waived. Clients are urged to carefully review all account statements.
In addition, clients typically receive other supporting reports from mutual funds, trust companies,
broker-dealers or insurance companies based on their involvement with the account and their
applicable internal reporting requirements. The Firm does not independently send reports to
Clients. However, as part of its relationship with Circleblack, Clients will have access to reports
from Circleblack that provides, among other things, Client holdings and performance. These
reports are automatically posted in the Client’s online “portal” with Circleblack and are available
for review at any time.
ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION
A. Incoming Referrals
As of the date of this Brochure, the Firm does not have any agreements in place with any
unaffiliated third-party promoters. However, the Firm does compensate Firm representatives for
obtaining clients for the Firm.
B. Referring Clients to Third Parties
From time to time, the Firm will refer a client to unaffiliated, third-party advisors (“TPA”).
Should the client engage such advisors, KCP will be compensated for its services by receipt of a
fee to be paid directly by the third-party adviser to KCP. Such fee is generally a portion of the
investment management fee charged by the designated adviser, which is typically based upon a
percentage of the market value of the assets being managed by the designated adviser. Any such
fee shall be paid solely from the adviser’s investment management fee and shall not result in any
additional charge to the client.
Prior to making an investment with a TPA, each client will be furnished with a disclosure
brochure for that TPA. Because KCP and/or its advisory representatives receive compensation
from these TPAs for referring clients and because such compensation differs depending on the
individual agreement with each TPA, a conflict of interest exists in that KCP and/or its advisory
representatives have an incentive to recommend certain TPAs over others with less favorable
compensation arrangements. As part of our fiduciary duty to Clients, the Firm and our
representative’s endeavor at all times to put the interests of the clients first, and
recommendations will only be made to the extent that they are reasonably believed to be in the
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best interests of the client. To further mitigate this conflict, the Firm discloses its existence to
clients at the time of solicitation, mainly through the delivery of this Brochure and the
solicitation disclosure document. Client should be aware however that KCP will not provide
ongoing reviews of the TPAs selected by the Client.
The fees charged by independent advisers will vary dependent upon the adviser selected, the size
of the account and the services provided. In addition, the terms of the compensation to be paid to
KCP by such advisers will vary dependent upon the adviser selected and will be set forth in a
written agreement between KCP and each adviser for which KCP solicits or refers clients and/or
prospective clients. Where applicable, all solicitation activities will be conducted in accordance
with Rule 206(4)-3 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”),
and any corresponding state securities laws, rules, regulations, or requirements.
Additionally, as disclosed in Item 10 above, representative of KCP will at times refer Clients to
KFE, an affiliated tax and accountancy firm, and will receive a referral fee from KFE should the
Client engage KFE for services. Please refer to Item 10 above for additional information and
conflicts of interest.
C. Economic Benefits Received
As discussed under Item 12, KCP receives “soft dollar” benefits whereby brokerage transactions
are directed to certain broker-dealers in return for investment research products and/or services
which assist KCP in its investment decision-making process. The receipt of such services are
deemed to be the receipt of an economic benefit by KCP, and although customary, these
arrangements give rise to conflicts of interest, including the incentive to allocate securities
transactional business to broker-dealers based on the receipt of such benefits rather than on a
Client’s interest in receiving most favorable execution.
Additionally, as mentioned above, certain KCP representatives have outside business activities
that provide additional compensation. There also exists affiliated companies of KCP (due to
common ownership), whereby owners of KCP share in profits of such affiliated companies that
can be utilized by KCP clients. Please refer to Items 5 and 10 above, and/or the respective
representative’s Form ADV Part 2B, for detailed information regarding these business activities,
the compensation received, the related conflicts and how KCP mitigates such conflicts.
ITEM 15: CUSTODY
Pursuant to the Investment Advisers Act of 1940, the Firm is deemed to have “constructive
custody” of client funds because we have the authority and ability to debit our fees directly from
the accounts of those clients receiving our services. Additionally, certain clients have, and could
in the future, sign a Standing Letter of Authorization (“SLOA”) that gives us the authority to
transfer funds to a third-party as directed by the client in the SLOA. This is also deemed to give
us custody. Custody is defined as any legal or actual ability by the firm to withdraw client funds
or securities. Firms with deemed custody must take the following steps:
1. Ensure clients’ managed assets are maintained by a qualified custodian;
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2. Have a reasonable belief, after due inquiry, that the qualified custodian will deliver an
account statement directly to the client at least quarterly;
3. Confirm that account statements from the custodian contain all transactions that took place in
the client’s account during the period covered and reflect the deduction of advisory fees; and
4. Obtain a surprise audit by an independent accountant on the clients’ accounts for which the
advisory firm is deemed to have custody.
However, the rules governing the direct debit of client fees and SLOAs exempts us from the
surprise audit rules if certain conditions (in addition to steps 1 through 3 above) are met. Those
conditions are as follows:
1. When debiting fees from client accounts, we must receive written authorization from clients
permitting advisory fees to be deducted from the client’s account.
2. In the case of SLOAs, we must: (i) confirm that the name and address of the third party is
included in the SLOA, (ii) document that the third-party receiving the transfer is not related
to our firm, and (ii) ensure that certain requirements are being performed by the qualified
custodian.
The qualified custodian that is selected by a client maintains actual physical custody of client
assets. Client account statements from custodians will be sent directly to each client to the email
or postal mailing address that is provided to the qualified custodian selected by the client. Clients
are encouraged to compare information provided in reports or statements received by our firm
with the account statements received from their custodian for accuracy. In addition, clients
should understand that it is their responsibility, not the custodian’s, to ensure that the fee
calculation is correct.
If client funds or securities are inadvertently received by our firm, they will be returned to the
sender immediately, or as soon as practical.
We encourage our clients to raise any questions with us about the custody, safety or security of
their assets. The custodians we do business with will send you independent account statements
listing your account balance(s), transaction history and any fee debits or other fees taken out of
your account.
ITEM 16: INVESTMENT DISCRETION
A. Discretionary Authority; Limitations
KCP requires full investment discretion over (1) which securities are to be bought or sold in
Client accounts; (2) the amount of securities to be bought or sold in Client accounts; and (3)
when transactions are made. This means that KCP does not have to obtain prior consent from
the Client when investing Client assets. In addition, KCP’s authority to trade securities could be
limited in certain circumstances by applicable legal and regulatory requirements. In some
instances, KCP’s discretionary authority can be limited by conditions imposed by Clients on
KCP’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 KCP
in writing.
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B. Limited Power of Attorney
By signing KCP’s Agreement, Clients authorize KCP to exercise this full discretionary authority
with respect to all investment transactions involving the Client’s investment management
account. Pursuant to such Agreement, KCP is designated as having limited power of attorney
with discretionary authority to effect investment transactions in the Client’s account which
authorizes KCP to give instructions to third parties in furtherance of such authority.
ITEM 17: VOTING CLIENT SECURITIES
KCP has adopted a policy not to accept proxy voting authority with respect to client securities
holdings. Consequently, all proxy solicitations related to securities held by clients will be sent
directly to clients for voting. In the event a proxy solicitation is sent to KCP on a client’s behalf,
it is the Firm’s practice to forward the solicitation to the client’s address of record immediately
so that they may cast the proxy vote. While KCP will at times answer Client questions related to
proxies, please note that KCP will not be deemed to have proxy voting authority solely as a
result of providing information relating to a particular proxy to an inquiring client.
ITEM 18: FINANCIAL INFORMATION
KCP does not require or solicit prepayment of more than $1200 in fees per Client, six months or
more in advance and therefore is not required to provide, and has not provided, a balance sheet.
KCP 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.
On April 15, 2020, KCP obtained financial assistance by participating in Paycheck Protection
Program (“PPP”) established by the U.S. Small Business Administration (“SBA”) in conjunction
with the relief afforded from the CARES Act. PPP is intended to assist the Firm with
maintaining its business in response to the COVID-19 pandemic by providing low-interest loans
for business essentials. These loans have since been forgiven. The Firm used the PPP Loan to aid
with its ongoing obligations such as payroll, overhead, and servicing interest payments. The
Firm did not suffer any interruption of service prior to obtaining the PPP Loan.
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