A. DESCRIPTION OF THE ADVISORY FIRM. KRS Capital Management, LLC ("KRS Capital Management", or "Adviser"), is an independently owned, fee-only advisory practice founded by Roger Steed, Managing Member and Chief Compliance Officer. Mr. Steed is 100% owner of the Adviser. KRS Capital Management is registered as an investment adviser with the U.S. Securities and Exchange Commission ("SEC"). The Adviser is headquartered and maintains its sole office in Bloomfield Hills, Michigan and has no affiliated entities.
KRS Capital Management has been a registered investment adviser since February 2007. From February 2007 to March 2012, the Adviser was registered with the SEC. In March 2012, the Adviser transitioned its registration as required by the Dodd-Frank Act to the State of Michigan and was regulated by Michigan's Department of Licensing and Regulatory Affairs until June 2022.
B. TYPES OF ADVISORY SERVICES KRS Capital Management is a fee-only Registered Investment Management Firm.
The term "fee only" means the Adviser and its Advisory Representative do not accept commissions but are compensated only in the form of advisory fees paid by clients. The Adviser receives fees in the form of a percentage of assets under management or a fixed fee, depending upon the nature and scope of the services provided. Advisory Representatives are those persons who are approved to provide Investment Management services on behalf of the Adviser. The Advisory Representatives of KRS Capital Management are neither Registered Representatives of a broker/dealer nor are they independent insurance agents.
KRS Capital Management is committed to helping its clients build, manage, and preserve their wealth, and to provide assistance in helping clients to achieve their stated financial goals. KRS Capital Management may offer a complimentary initial consultation to discuss services available, to give a prospective client the opportunity to review services desired, and to determine the possibility of a potential Client- Adviser relationship. Services begin only after the client and Adviser formalize the relationship with a properly executed Client Agreement.
After the formal engagement and depending upon the scope of the engagement, the Adviser and client will share in a data gathering and discovery process in an effort to determine the client's needs, goals, intentions, time horizons, risk tolerance and investment objectives, based upon information provided by the client and the nature of services requested. The client and Adviser may complete a risk assessment, investment policy statement or similar document, depending upon the nature of services to be provided.
KRS Capital Management is not a broker/dealer or custodial firm. Any transactions in securities will be executed by an unaffiliated custodial firm of the client's choosing.
KRS Capital Management offers Investment Management Services, Financial Planning Services, and weekly market commentary letters. 1. Investment Management Services are ongoing in nature and provide for ongoing and continuous advice and services. In the delivery of initial and ongoing services, the Adviser will include a review of the overall aspects of a client's current financial situation and consider both long and short- term objectives, or as directed by the client. The Adviser can also tailor services to focus only on certain portfolio components, depending upon the client's wishes and/or the nature of the engagement.
4 KRS Capital Management welcomes the opportunity to provide individualized services; however, where investment management services or information are limited, clients must understand that comprehensive investment needs and/or objectives may not be fully considered due to the client's option to receive limited services, the lack of information received, and/or client disclosure.
After an analysis and data-gathering process and depending upon the nature of services desired, KRS Capital Management may prepare reviews, analyses, asset allocation recommendations, and may recommend specific investments.
While KRS Capital Management will typically recommend investments in low-cost mutual funds exchange traded funds, index funds and individual securities, the Adviser does assist the client with other investments. Depending on the needs of a client, the Adviser evaluates or offers advice on U.S. Government securities, municipal bonds, and other fixed-income securities. The Adviser constructs a diversified portfolio of investments that are within its realm of expertise. Additionally, if requested and based upon information provided by the client, KRS Capital Management can prepare an evaluation of existing portfolio investments and provide recommendations for other investments as deemed appropriate. While the Adviser offers advice on partnership investments, including hedge funds, the services provided are limited to consultation regarding the investment opportunity and a review of the offering documents. The Adviser does not manage partnership investments.
Services and investment recommendations in connection to assets invested in corporate retirement plans are limited to those offered within the plan and via the plan's contracted service providers.
Where an existing portfolio has been designed by the client or another party, KRS Capital Management provides recommendations for ongoing management; re-design, adjustments or re- balancing.
Once a portfolio has been implemented or transferred for services, KRS Capital Management provides continuous monitoring, recommendations and investment advice as outlined in the engagement for services. The ongoing Investment Management Services are based upon the investment strategy or policy agreed upon between KRS Capital Management and the client. In providing ongoing Investment Management Services, the Adviser manages investor funds in accordance with an investment strategy selected by the client and the Adviser remains available for ongoing advice and recommendations. KRS Capital Management monitors the portfolio in accordance with the directives provided.
The Adviser's Investment Management Services are continuous in nature and therefore are ongoing until terminated by either party.
Ongoing services require that clients maintain contact with KRS Capital Management. Clients are obligated to promptly notify the Adviser of any changes in the client's personal situation, lifestyle situation, needs, and financial condition that may alter the client's goals and objectives in order to provide the Adviser with the opportunity to review investment strategies to determine if adjustments may be needed.
Certain clients may desire to place or keep certain assets within their account(s) that are selected by client and these assets are not the subject of investment advice provided by the Adviser.

These assets are known as "self-directed" assets. The Adviser has no responsibility to manage any self-directed assets in client accounts and the Adviser accepts no liability to those clients in connection with any loss relating to the self-directed assets. In such cases, the Adviser has/will not pass on the suitability of self-directed assets. Should the Adviser ever assist clients with self-directed implementation it may do so only as a value-added service at the client's request. The Adviser will therefore not manage this facet of the client's portfolio unless specifically agreed in writing.
5 IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you.
When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
2. Financial Planning Services are dependent upon the nature and scope of services to be provided. Advice is provided on financial and cash management, risk management, financial issues relating to divorce or marital issues, estate planning, tax issues, retirement planning, educational funding, goal setting, or other needs as identified by the client. The Adviser offers comprehensive planning services or advice on certain planning components only. KRS Capital Management tailors services as desired by the client. Financial Planning Services are provided on a fixed fee project basis.
When Financial Planning Services only focus on certain areas of client interests, needs or is otherwise limited, clients must understand that a client's overall financial and investment needs and objectives may not be considered as a result of time and/or service restraints placed on the Adviser's services. Clients requiring assistance on issues relating to matters outside of investment advisory topics should consult their personal tax adviser, legal counsel, or other professionals for expert opinions. When providing plan-related services, the advice and recommendations are limited to plan offerings. The advice provided by the Adviser may include recommendations for updates and reviews. It is the client's responsibility to update their own plans or engage the Adviser for follow-up services under a new engagement.
6 KRS Capital Management suggests the client work closely with the client's attorney, accountant, insurance agent, and the client's custodian. Implementation of any advice or recommendations pertaining to non-securities matters (such as insurance), in whole or in part, is entirely at the client's discretion via the service provider(s) of the client's choice.
When providing a review or advice on investments within retirement plans, the advice and any recommendations are limited to plan offerings and the service provider(s) selected by the plan providers.
3. Complimentary Newsletter. KRS Capital Management provides clients with a complimentary newsletter during the Investment Management Relationship. The newsletters are focused on general information relating to the topics of investing and financial planning.
C. CLIENT TAILORED SERVICES AND CLIENT IMPOSED RESTRICTIONS KRS Capital Management recognizes that each client is unique and therefore the Adviser focuses on providing individualized services. The Adviser can tailor its services to focus only on certain portfolio components, depending upon the client's wishes and/or the nature of the engagement. However, where client services or information are limited, clients must understand that comprehensive financial and/or investment needs and objectives may not be fully considered due to the client's option to receive limited services, the lack of information received, and/or client disclosure.
The Adviser and client will share in a data gathering and discovery process in an effort to determine the client's stated needs, goals, intentions, time horizons, risk tolerance and investment objectives, based upon information provided by the client and depending upon the nature of services requested. The client and Adviser may complete a risk assessment, investment policy statement or similar document, depending upon the nature of services to be provided.
Clients are welcome to set parameters on the Adviser's limited discretionary authority in writing as to types of investments and amounts purchased or sold. Clients may also impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs and these directives will be set forth in writing in the client's Investment Policy Statement. Where clients retain authority to implement recommendations, they are welcome to do so in whole or in part via the financial services provider(s) of their choice.
Clients may make additions to and withdrawals from their account at any time, subject to the Adviser's right to terminate an account. Clients may withdraw account assets on notice to the Adviser, subject to the usual and customary securities settlement procedures. KRS Capital Management normally designs its portfolios as long-term investments and asset withdrawals may impair the achievement of a client's investment objectives.
D. WRAP FEE PROGRAMS KRS Capital Management does not sponsor or manage a wrap fee program.
E. AMOUNTS OF ASSETS UNDER MANAGEMENT KRS Capital Management's fiscal year end regulatory assets under management as reported in the Adviser's ADV Part 1A fiscal year end December 30,2022 filing is $90,586,203 in 153 discretionary accounts.