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Item 1 – Cover Page
Kirr, Marbach & Company, LLC
621 Washington Street
Columbus, Indiana 47201-6231
812-376-9444
www.kirrmar.com
This Brochure provides information about the qualifications and business practices of Kirr,
Marbach & Company, LLC (“KM”). If you have any questions about the contents of this
Brochure, please contact us at 812-376-9444 and/or mickey@kirrmar.com. The
information in this Brochure has not been approved or verified by the United States
Securities and Exchange Commission or by any state securities authority.
Kirr, Marbach & Company, LLC is registered with the United States Securities and Exchange
Commission (“SEC”) as an investment adviser. Registration of an investment adviser does
not imply any level of skill or training.
Additional information about Kirr, Marbach & Company, LLC (CRD# 104634) also is
available on the SEC’s website at www.adviserinfo.sec.gov.
The date of this Brochure is March 24, 2025
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Item 2 – Material Changes
There are no material changes from the Brochure filed on March 27, 2024.
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Item 3 -Table of Contents
Item 1 – Cover Page ............................................................................................................................................... i
Item 2 – Material Changes ................................................................................................................................. ii
Item 3 -Table of Contents .................................................................................................................................. iii
Item 4 – Advisory Business ............................................................................................................................... 1
Item 5 – Fees and Compensation .................................................................................................................... 5
Item 6 – Performance-Based Fees and Side-By-Side Management ................................................... 6
Item 7 – Types of Clients .................................................................................................................................... 6
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................... 6
Item 9 – Disciplinary Information .................................................................................................................. 7
Item 10 – Other Financial Industry Activities and Affiliations ............................................................ 7
Item 11 – Code of Ethics/Participation-Interest in Client Transactions/Personal Trading .... 7
Item 12 – Brokerage Practices ......................................................................................................................... 8
Item 13 – Review of Accounts ....................................................................................................................... 12
Item 14 – Client Referrals and Other Compensation ........................................................................... 13
Item 15 – Custody .............................................................................................................................................. 13
Item 16 – Investment Discretion ................................................................................................................. 14
Item 17 – Voting Client Securities ............................................................................................................... 14
Item 18 – Financial Information ................................................................................................................... 15
Brochure Supplement(s)
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Item 4 – Advisory Business
Kirr, Marbach & Company, Inc. commenced business on May 1, 1975 and converted to Kirr, Marbach &
Company, LLC (“KM”), an Indiana limited liability company, in 1994. The principal owners of KM are Mark D.
Foster, CFA, Chief Investment Officer and Mickey Kim, CFA, Chief Operating/Compliance Officer.
KM manages separate accounts and is the adviser to the Kirr, Marbach Partners Value Fund (“Value Fund”--
KMVAX), an open-end registered investment company (i.e. a mutual fund). Client accounts range from asset
allocations of 100% equities/0% fixed income to 0% equities/100% fixed income. An investment with KM
is suitable for long-term investors only. KM client accounts and shares of Value Fund are not short-term
investment vehicles.
On the equity or stock investment side of our business, our investing style is “Value.” Our sole equity offering
is our “All-Cap Value” strategy/product. The holdings in our “All-Cap Value” strategy/product include large-
capitalization (>$15 billion) stocks, mid-/medium-capitalization ($1-$15 billion) stocks and small-
capitalization (<$1 billion) stocks we believe are priced at a discount to our evaluation of “intrinsic value.”
Because of KM’s focus on value investing, an investment with KM may not be a complete investment
program for the equity portion of your portfolio. Additionally, since our “All-Cap Value” strategy/product
is proprietary and the sole product/strategy we recommend and, given our fees are based on assets under
management, this creates a conflict of interest between KM and its clients in that KM benefits from
recommending clients place more of their assets in KM’s proprietary strategy/product.
When researching a stock, we evaluate it as if we were going to own the entire business for many years. We
look for stocks we believe are undervalued relative to our evaluation of “intrinsic value” and possess certain
characteristics we believe will lead to higher market prices over time. We rely primarily on our own
fundamental research to identify attractive candidates for investment and use a number of proprietary and
non-proprietary sources, including computerized fundamental databases, brokerage and other industry
contacts and management interviews. In the fundamental research process, we review certain attributes we
believe are important, such as:
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Strong, shareholder-oriented management;
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Strong balance sheet and financial characteristics;
• Low price to earnings ratio;
• Low price to earnings growth (i.e., growth at a reasonable current price);
• Low price to free cash flow ratio;
• Current price reflects substantial discount from the liquidation or sale value of its underlying assets;
• Positive change in company and/or industry fundamentals; and
• Lack of following by a significant number of analysts or out of favor.
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The securities we select typically possess some but not all of the above attributes. Finally, we look for a
“catalyst” (such as a management change, financial restructuring, insider buying or new cost cutting/growth
initiatives) that we believe will close the gap between the stock’s current price and our evaluation of its
“intrinsic value.” Current income from dividends is generally not a primary factor when we research stocks.
Stocks held in client accounts are subject to stock market risks and significant fluctuations in value. Investing
in securities involves risk of loss that clients should be prepared to bear. The primary risk factors include:
• Stock Market Risk:
If the stock market declines in value, the stocks owned in client
accounts are likely to decline in value. Increases or decreases in value
of stocks are generally greater than for bonds or other debt investments.
• Mid-Cap/Small-Cap Risk:
Mid-/medium-capitalization and small-capitalization companies may
not have the size, resources or other assets of large-capitalization
companies. The securities of mid-/medium-capitalization and small-
capitalization companies may fluctuate more than those of large-
capitalization companies. Small-capitalization stocks are often very
sensitive to changing economic conditions and market downturns
because small-capitalization issuers typically have narrower markets
for their products or services, fewer product lines and more limited
managerial and financial resources than larger issuers. Accordingly,
the stocks of small-capitalization companies may be more volatile than
those of larger issuers.
• Stock Selection Risk:
The stocks selected by KM may decline in value or not increase in
value when the stock market in general is rising.
• Liquidity Risk:
KM may not be able to sell stocks at an optimal time or price.
Additionally, the securities of mid-/medium- and small-capitalization
companies may be less liquid than those of large-capitalization
companies, meaning KM might have greater difficulty selling such
securities at a time and price that KM would like.
• Foreign Investment Risk:
KM’s foreign investments may increase or decrease in value depending
on foreign exchange rates and foreign political and economic
developments.
Client accounts may also hold foreign equity securities, such as American Depository Receipts (“ADRs”),
which are receipts issued by a U.S. bank or trust company that evidence ownership of non-U.S. securities and
are traded on a U.S. exchange or in the over-the-counter market. In addition, client accounts may hold shares
of investment companies, including open-end and closed-end mutual funds and/or exchange-traded funds
(“ETFs”) that invest in foreign equity securities. There may be fees and expenses, in addition to our
investment management fee, associated with investing in ADRs, open-end and closed-end mutual funds and
ETFs. Shares of closed-end funds and ETFs may trade at a discount or premium to their net asset value in the
secondary market. As noted above, foreign equity securities are subject to a variety of additional risk factors
and other investment considerations
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On the fixed income side of our business, we made the decision in late 2018 that, going forward, it was in
clients’ best interests to utilize “defined maturity” exchange-traded funds (“ETFs”) instead of individual fixed
income securities. We believe these ETFs offer better trading liquidity and greater diversification than we
could achieve with constructing and holding a portfolio of individual fixed income securities. Further, in our
judgement these benefits justify clients paying two levels of fees (i.e. both the ETF’s and KM’s fees). As
individual fixed income securities currently held in client portfolios are sold or mature, our plan is to
replace them with these ETFs.
We previously purchased intermediate maturity (5-10 years) Investment Grade Corporate, U.S.
Government/Agency and High-Current-Yield Corporate debt. Our fixed income strategy was to assess the
relative attractiveness of intermediate maturity investment grade corporate, United States
Government/Agency and high-current-yield corporate securities and construct a portfolio blending these
securities that offers what we believed was an attractive risk/return profile. We relied primarily on our own
fundamental research.
High-current-yield corporate debt securities, sometimes known as “high yield bonds,” “non-investment grade
bonds” or “junk bonds,” were a component of our fixed income investment strategy and may still comprise a
material proportion of a client’s fixed income portfolio. High-current-yield corporate debt securities typically
offer a greater yield than comparable maturity investment grade corporate debt and United States
Government/Agency securities. However, high-current-yield corporate debt securities have a higher risk of
default than investment grade corporate debt and United States Government/Agency securities. In addition,
the market for trading high-current-yield corporate debt is significantly less developed than are the markets
for investment grade corporate debt or United States Government/Agency securities. The market for trading
high-current-yield corporate debt securities is an “over-the-counter” market where the individual market-
making brokers’ “bids” and “offers” are not updated and displayed on a continuous basis (as is the case with
the NASDAQ National Market for over-the-counter stocks). The market for trading high-current-yield
corporate debt securities is inherently less “liquid” than are the markets for trading investment grade
corporate debt and United States Government/Agency securities. The market for trading high-current-yield
corporate debt securities has experienced periods when it has been very difficult for us to effect transactions
quickly and/or close to recent quoted price levels. In addition, while we typically engaged in a “block”
purchase (typically $1 million or more par value) of a high-current-yield corporate debt security, the “block”
was allocated among individual client accounts for whom we determined the security was an appropriate
investment. Accordingly, such allocations resulted in individual client accounts owning “non-block” or “odd
lots” of bonds. These “non-block” or “odd-lot” positions may be extremely difficult, if not impossible, to sell
quickly and/or at levels close to recent quoted “block” prices.
Corporate debt securities rated as investment grade by one or more of the major credit rating agencies
(Standard & Poor’s, Moody’s Investor Service and Fitch Ratings) generally carry less risk of default than do
securities that are unrated or carry ratings below investment grade, but more risk of default than U.S.
Government/Agency securities. The trading market for investment grade corporate debt securities is
typically an “over-the-counter” market where the individual market-making brokers’ “bids” and “offers” are
not updated and displayed on a continuous basis. The market for trading investment grade corporate debt
securities has experienced periods of “illiquidity,” which may make it difficult for us to effect transactions
quickly and/or at the recent quoted price levels. In addition, similar to above, “non-block” or “odd lot”
positions may be extremely difficult, if not impossible, to sell quickly and/or close to recent quoted “block”
price levels.
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The trading market for U.S. Government/Agency securities is generally highly liquid, is updated continuously
and is readily available for us to view on quotation services such as Bloomberg. “Non-block” or “odd lot”
positions are generally quickly salable at a small discount to recent quoted “block” price levels.
Client accounts may hold shares of investment companies, including open-end and closed-end mutual funds,
exchange-traded funds (“ETFs”) and money market funds. Investment companies pay advisory fees to their
investment advisors, which reduce the net asset value of the funds’ shares. Additionally, we charge our
clients an advisory fee based on the value of their total portfolio, which may include investment company
holdings. Therefore, if and to the extent a client’s account is invested in investment companies, the client will
pay two levels of advisory fees for the management of the client’s assets, both directly to KM and
indirectly through the management fees assessed by the investment companies in the client’s account.
We will invest in such investment companies when, in our judgment, the potential benefits of such
investments, such as increased liquidity and/or diversification, justify the payment of any associated fees and
expenses.
Client accounts range from asset allocations of 100% equities/0% fixed income to 0% equities/100% fixed
income. Client accounts with similar asset allocations will generally hold the same or similar securities in the
same or similar proportions. KM is also a Portfolio Manager for Wrap Fee Programs sponsored by various
Investment Adviser/Broker-Dealers. KM manages wrap fee program accounts in the same or similar manner
as its regular client accounts. Under a wrap fee program, KM is the portfolio manager and does not enter into
a separate investment advisory agreement with the wrap fee program client. KM receives a portion of the
wrap fee program client’s wrap fee program fee from the wrap fee program sponsor (see Item 5).
We provide information and education on Retirement Account distributions and rollovers, but we do not
make recommendations about Retirement Account distributions and rollovers. A conflict of interest would
arise if KM were to make recommendations about Retirement Account distributions and rollovers, including
plan rollovers to IRAs, IRA to IRA transfers, IRA to plan rollovers, plan to plan rollovers and change of account
types for a plan or IRA (each, a “rollover recommendation”) if it results in KM receiving compensation that it
would not have received absent the recommendation, for example, fees for advising or managing a rollover
IRA. As a result, KM does not make Retirement Account distribution and rollover recommendations. Instead,
KM provides educational information about the alternatives available to the Retirement Account investor. In
this way, the investor can make an independent informed decision about whether to take a distribution
and/or make a rollover.
KM is able to accommodate client investment restrictions (including, but not limited to, restrictions such as
no foreign holdings, no holdings in certain specified sectors or investment grade-rated debt only).
As of December 31, 2024 KM managed $513,386,257 on a discretionary basis (174 clients). KM did not
manage any client assets on a non-discretionary basis.
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Item 5 – Fees and Compensation
KM’s Fees
Kirr, Marbach & Company, LLC’s Standard Fee Schedule for Investment Advisory Services
Annual Rate of Compensation Market Value of Assets Managed
1.50% First $500,000
1.00% Amount Over $500,000
Negotiable Over $10,000,000
Kirr, Marbach & Company, LLC’s Institutional Fee Schedule for Investment Advisory Services
Annual Rate of Compensation Market Value of Assets Managed
1.00% First $10,000,000
0.75% Next $40,000,000
0.65% Next $50,000,000
0.50% Amount Over $100,000,000
All fees are subject to negotiation.
While most clients authorize KM to deduct fees directly from their account(s), clients may also elect to pay
their fees separately without automatic fee deduction from their account(s).
The specific manner in which fees are charged by Kirr, Marbach & Company, LLC (“KM”) is established in a
client’s written agreement with KM. KM will generally bill its fees on a calendar quarterly basis, in advance.
In such cases, KM’s fees for the quarter will be calculated by multiplying (a) the market value of the client’s
account (including cash and cash equivalents) as of the last day of the preceding quarter by (b) 25% of the
Annual Rate of Compensation. For example, KM’s fee for the calendar quarter ending June 30 will be billed in
early April and will be based on the market value of the client’s account as of March 31. KM will generally not
adjust fees for capital contributions and/or withdrawals that may have been made during the quarter.
Accounts initiated or terminated during a calendar quarter will be charged a prorated fee (based on the
number of elapsed days during the account management period). Upon termination of an account, any
prepaid, unearned fees will be promptly refunded, and any earned, unpaid fees will be due and payable.
KM is a Portfolio Manager for wrap fee programs sponsored by various investment adviser/broker-dealers
(see Item 4). Under a wrap fee program, the sponsor will charge a client a specified fee or fees not based
directly upon the transactions in the client’s account. Services offered typically include investment advisory
services, execution of client transactions, custody of client assets and reporting. To the extent KM is selected
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to serve as Portfolio Manager for a client who has established an account under a wrap fee program, KM will
receive a fee from the wrap fee program sponsor that is less than our Standard Fee Schedule.
Additional Third-Party Fees and Costs
In addition to KM’s fees (described on the previous page), clients will also incur in the course of KM’s
investment management of their account(s):
• Costs associated with securities transactions, such as brokerage commissions, odd-lot differentials,
transfer taxes, wire transfer and electronic fund fees and other fees and taxes on brokerage accounts
and securities transactions; and
• Fees charged by brokers, banks or other qualified custodians for custody services.
Client accounts that purchase securities issued by investment companies, including open-end and closed-end
mutual funds, exchange-traded funds (“ETFs”) and money market funds, may incur sales charges or service
fees to third parties in connection with such purchases, including deferred sales charges. Further, as
discussed under Item 4, such investment companies will also charge internal management fees, which are
disclosed in the applicable fund’s prospectus.
These third-party fees and costs are in addition to KM’s fees. KM does not receive any portion of these fees
and costs.
Item 12 further describes the factors that KM considers in selecting or recommending broker-dealers for
client transactions and determining the reasonableness of their compensation (e.g., commissions).
Item 6 – Performance-Based Fees and Side-By-Side Management
Kirr, Marbach & Company, LLC does not charge any performance-based fees (fees based on a share of capital
gains on or capital appreciation of the assets of a client) and therefore is not subject to conflicts of interest
that might arise if it managed accounts on a performance-fee basis alongside other accounts that are managed
on the fixed fee schedules described in Item 5.
Item 7 – Types of Clients
Kirr, Marbach & Company, LLC provides portfolio management services to individuals, high net worth
individuals, corporate pension and profit-sharing plans, foundations, endowments and a registered
investment company (i.e. mutual fund).
In general, a separate KM client account needs to have a minimum of $100,000. In general, the minimum
initial investment for the Kirr, Marbach Partners Value Fund is $1,000.
Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss
Investing in securities involves risk of loss that clients should be prepared to bear.
For a discussion of KM’s methods of analysis, investment strategies and risk of loss, please see Item 4.
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For a discussion of risk of loss presented by investments in the Kirr, Marbach Partners Value Fund, please see
the Prospectus dated January 28, 2025 (available by contacting KM at 812-376-9444 or at
www.kmpartnersfunds.com )
Item 9 – Disciplinary Information
This Item would require that KM disclose information if there existed any legal or disciplinary events that
would be material to your evaluation of KM’s advisory business or the integrity of KM’s management. There
are no such legal or disciplinary events.
Item 10 – Other Financial Industry Activities and Affiliations
Kirr, Marbach & Company, LLC is the investment adviser to Value Fund. The registration statement for Kirr,
Marbach Partners Funds, Inc. (“Funds”), an open-end investment company incorporated in Maryland, was
declared effective on December 18, 1998. Funds commenced operations on December 31, 1998 by offering
shares in Value Fund, which is a diversified equity portfolio concentrating on domestic “value” equities. KM’s
investment advisory agreement with Funds provides for an investment management fee of 1% of Value
Fund’s average daily net assets. Mark D. Foster, CFA, KM’s Chief Investment Officer, is President and a
director of Funds. Mickey Kim, CFA, KM’s Chief Operating/Compliance Officer, is Vice President, Treasurer,
Secretary, Chief Compliance Officer and a director of Funds. Value Fund buys, sells or holds the same type or
class of security owned in KM advisory clients’ accounts. KM employees and their families comprise a
significant portion of the assets invested in Value Fund and participate on a pro-rata basis with all other
shareholders
Item 11 – Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading
Kirr, Marbach & Company, LLC (“KM”) and Funds have adopted a Code of Ethics (“Code”) under Rule 17j-1 of
the 1940 Act that governs the personal trading activities of all owners and employees of KM. The Code is
based upon the principle that KM and its owners and employees have a fiduciary duty to place the interests of
KM’s clients and shareholders of Value Fund above their own. The Code is designed to assure that the
personal securities transactions, activities and interests of the owners and employees of KM will not interfere
with (i) making decisions in the best interest of clients and/or Value Fund and (ii) implementing such
decisions while, at the same time, allowing owners and employees to invest for their own accounts. KM will
be pleased to provide a copy of the Code to any client or prospective client, upon request.
The Code permits KM owners and employees to purchase or sell securities for their own accounts, including
securities that may be purchased or held by client accounts and/or Value Fund, subject to certain exceptions.
To the extent KM owner(s) and/or employee(s) purchase or sell the same securities for their own account(s)
as are purchased or held by client accounts and/or Value Fund, a conflict of interests may arise. For example,
KM owners/employees could benefit from the knowledge that KM clients/KM Fund were contemplating a
transaction in a specific security by trading that security ahead of KM clients/KM Fund (i.e. a practice known
as “front running”). KM acknowledges and addresses this potential conflict of interest by generally
prohibiting KM owners and employees from purchasing or selling equity securities that are also held in client
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accounts and/or Value Fund. KM has determined that KM owners’ and employees’ purchase or sale of fixed
income securities that are also held in client accounts and/or Value Fund would not materially interfere with
the best interest of KM’s clients and/or Value Fund. The Code requires all KM owners and employees to
complete quarterly transaction reports, acknowledge receipt of the Code, provide an annual list of securities
holdings and certify annually that they have complied with the Code. In addition, the Code requires KM
owners and employees to pre-clear most securities transactions with KM’s Chief Compliance Officer. The
Code also places other limitations on the acquisition of securities by KM owners and employees, including a
ban on acquiring securities in an initial public offering, restrictions on the purchase of private placement
securities and a prohibition from profiting on short-term trading in securities.
KM owners and/or employees may personally invest for their own accounts in private investment vehicles or
accounts that are managed by unaffiliated investment managers or brokers. These investment vehicles or
accounts may, without the knowledge, direction or control of KM owners and/or employees, purchase, hold
or sell securities that are also purchased, held or sold by KM clients and/or Value Fund.
KM may advise its clients of the opportunity to purchase shares of Value Fund. This creates a conflict of
interests, as KM has a financial interest in Value Fund as investment adviser to Value Fund and KM owners,
employees and their families hold significant investments in Value Fund. Value Fund trades in the same
securities with KM client accounts on an aggregated basis when consistent with KM’s obligation to seek best
execution. In such circumstances, KM’s policy is to treat Value Fund on a fair and equitable basis relative to
all of its clients (see KM’s Allocation of Execution Opportunities Policy below). Thus, Value Fund and client
accounts will share commission costs equally and receive securities at a total average price.
Item 12 – Brokerage Practices
KM’s Allocation of Execution Opportunities Policy
KM’s policy is to allocate, to the extent operationally and otherwise practical, execution opportunities to each
client (including Value Fund) over a period of time on a fair and equitable basis relative to its other client
accounts without regard to the size of the client relationship, the fee structure of the client relationship or
KM’s financial interest in the advisory client relationship (no client or group of clients is systematically either
advantaged or disadvantaged, except as described in the section below regarding KM advisory clients
directing brokerage and third-party wrap program clients). KM allocates execution opportunities based on
numerous considerations including (but not limited to) cash availability and/or requirements, the time
clients had funds available for investment or have had investments available for sale, tax considerations,
investment objectives and restrictions, a client’s participation in other opportunities and relative size of
portfolio holdings of the same or comparable securities. KM may place orders for the same security for
different advisory clients at different times due to (but not limited to) the above considerations.
Placement of Equity Orders
Where KM buys or sells the same security for two or more clients (including Value Fund), KM may place
concurrent orders with a single broker to be executed as a single, aggregated “block” in order to facilitate
orderly and efficient execution. Whenever KM does so, each client account on whose behalf an order was
placed will receive the average price at which the “block” was executed and will bear a proportionate share of
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all transaction costs, based on the size of the client account’s order. While KM believes combining orders for
accounts into an aggregated “block” will, over time, be advantageous to all participants, in particular cases the
average price at which the “block” was executed could be less advantageous to one particular client account
than if the client account had been the only account effecting the transaction or had completed its transaction
before the other participants. Additionally, KM may determine that it would not be advisable for certain
clients to participate in aggregate “block” trades for tax or other reasons.
KM advisory clients directing brokerage or third-party wrap program clients may not be able to participate in
an aggregated “block” order, which can result in less favorable order executions than KM’s other advisory
clients (see below). In addition, KM generally does not negotiate on the client’s behalf brokerage
commissions and charges for the execution of transactions for these clients, which can result in higher
transaction costs than KM’s other advisory clients.
• Orders for clients directing brokerage or arrangements where we are effectively limited to utilizing a
specific broker-dealer reduce our ability to seek best execution for client transactions and are
generally placed after orders for clients who give us full authority to choose brokers for their trades
have been completed (i.e. after the aggregated “block” orders have been completed). To the extent
directed brokerage clients trade behind KM’s other clients, it is possible directed brokerage clients
may suffer adverse effects depending on market conditions and may trade at a disadvantage to KM’s
other advisory clients. Clients should consider this policy when directing KM to place trades through
a specific broker-dealer.
• Third-party wrap fee programs often require all client trades to be executed by the wrap program
sponsor or its designated broker-dealer. Clients pay trading costs as part of the wrap fee program
fee. Even when KM has discretion to select broker-dealers, utilizing a broker-dealer different from
the sponsor or its designated broker-dealer would cause the client to pay additional fees. Third-
party wrap fee programs may require KM to place trades on a system separate from our regular
trading system, which creates operational inefficiency in trading these accounts, increasing the time
it takes us to enter and complete trades. Because these trading delays could negatively impact clients
who do not have these restrictions, orders for these wrap fee program clients will generally be placed
after orders for clients who give us full authority to choose brokers for their trades have been
completed (i.e. after the aggregated “block” orders have been completed). To the extent wrap
program clients trade behind KM’s other clients, it is possible wrap program clients may suffer
adverse effects depending on market conditions and may trade at a disadvantage to KM’s other
advisory clients.
Placement of Fixed Income Orders
We made the decision in late 2018 that, going forward, it was in clients’ best interests to utilize “defined
maturity” exchange-traded funds (“ETFs”) instead of individual fixed income securities. We believe these
ETFs offer better trading liquidity and greater diversification than we could achieve with constructing and
holding a portfolio of individual fixed income securities. Further, in our judgement these benefits justify
clients paying two levels of fees (i.e. both the ETF’s and KM’s fees). As individual fixed income securities
currently held in client portfolios are sold or mature, our plan is to replace them with these ETFs. See
also Item 4.
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Agency Cross-Transactions
The need to liquidate, change asset allocation or otherwise raise cash in a client account may necessitate
selling a position or part of a position in a security of a size that is not readily marketable. In order to
facilitate the sale of the security, KM may arrange with a third-party broker for one of KM’s client accounts to
sell the security and one or more of KM’s client accounts to purchase the security. Such “agency cross
transaction” will be contemplated only if KM’s judgment is that the transaction would be beneficial to both the
client account(s) selling the security and the client account(s) purchasing the security. The ability to affect an
agency cross transaction between client accounts may be a conflict of interest for KM in that it affords KM the
opportunity to advantage/disadvantage clients. KM receives no compensation for effecting such agency cross
transactions and has adopted a formalized policy and procedure designed to demonstrate KM’s impartiality
to the account(s) selling and the account(s) purchasing the security. KM’s current intention is for agency
cross transactions to be utilized on a very infrequent basis.
Initial Public Offering (IPO) Allocations
KM may participate in IPOs. The Statement of Policy above governs the allocation of IPOs, including those
IPOs where KM anticipates the security will initially trade in the market at a premium ("hot issues”). KM’s
participation in IPOs (particularly “hot issues”) is extremely limited.
Broker Selection
In general, there are no limitations on KM’s authority to effect investment or brokerage decisions, except as
agreed upon with the individual advisory client. KM has the duty to seek “Best Execution” when selecting
brokers to effect securities transactions and has formed a Best Execution Review Committee (Mark Foster,
CFA--Chief Investment Officer and Mickey Kim, CFA--Chief Operating/Compliance Officer) that monitors
compliance. KM may consider the following factors in selecting brokers to effect securities transactions:
(a) The quality of order execution offered by the broker.
(b) The financial stability of the broker.
(c) The broker’s responsiveness to KM.
(d) The broker’s ability/willingness to accommodate “step outs” (see Directed Brokerage).
(e) The commission rate or spread involved.
(f) To compensate the broker for proprietary research services that are provided by the broker to
KM. Proprietary research services provided by brokers assist KM in making investment decisions
and include written research reports on individual companies or industries, information on the U.S.
and world economies, technical analysis of individual securities, access to brokerage security
analysts, economists and strategists and the opportunity to attend broker-sponsored investment
conferences.
(g) To compensate the broker for payment to third party vendors of research services and/or
research/trading-related equipment. These services and equipment allow KM’s portfolio managers
and analysts instantaneous access to fundamental and technical information for thousands of
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domestic and foreign securities and assists traders in executing orders. These vendors currently
include Bloomberg, Refinitiv Eikon and the New York Stock Exchange.
Research and Other Soft Dollar Benefits
Items (f) and (g) in the list of factors set forth above are commonly referred to as “soft dollar” arrangements.
These types of arrangements create an inherent conflict of interests between KM and its clients (including
Value Fund). When KM uses client brokerage commissions (or markups or markdowns) to obtain research or
other products or services, KM receives a benefit because KM does not have to produce or pay for the
research, products or services. Further, KM may have an incentive to select a broker based on our interest in
receiving the research or other products or services, rather than on our clients’ interest in receiving the most
favorable execution. In recognition of the brokerage and research services provided by a broker, either
directly or through a third-party vendor, KM may cause a client account to pay that broker a commission in
excess of that which another broker may have charged for the same transaction. Brokerage commissions
generated in a client’s account may be used to pay for research services used by KM in managing other client
accounts. Likewise, not all services provided by a broker may be used by KM in connection with the client
account that paid commissions to the broker providing such services. Further, KM does not attempt to
allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate.
KM believes, however, that, over time, all of KM’s client accounts will receive some benefit from the research
and other products and services purchased with all other clients’ brokerage commissions.
KM clients pay a flat commission of $0.04/share for all securities.
KM’s Best Execution Review Committee meets quarterly to review trading and soft dollar issues, including to
identify the brokers to which client brokerage transactions would be directed in exchange for soft dollar
benefits that KM receives, and to determine if KM is meeting its duty to seek “best execution.” KM believes
that all of the above arrangements for which it receives an economic benefit satisfy the requirements of the
“safe harbor” provided by Section 28 (e) of the Securities Exchange Act of 1934.
Brokerage for Client Referrals
KM may consider, in selecting brokers for execution of client transactions, whether such brokers (or third
parties related to such brokers) refer clients to KM. This creates an inherent conflict of interests between KM
and its clients (including Value Fund) in that KM may have an incentive to select a broker based on our
interest in receiving client referrals, rather than our clients’ interest in receiving the most favorable
execution.
KM did not direct client transactions to a particular broker, however, specifically in return for client referrals
during its fiscal year ended December 31, 2024. If KM decides to direct client transactions to a particular
broker in return for client referrals, it will be under the supervision of the Best Execution Review Committee.
Directed Brokerage
Clients may direct KM to effect securities transactions with a broker to compensate the broker for services
provided to the client, either directly or indirectly, including, but not limited to, investment performance
monitoring, economic advice and asset allocation advice. These could include instances where KM is a
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portfolio manager in a “wrap fee program” that is sponsored by the broker. In these client-directed
brokerage arrangements, it is KM’s policy to not use brokerage from another client account to pay for services
purchased under the arrangement. KM will follow the client’s instructions and not seek Best Execution on a
directed brokerage execution. Further, clients directing brokerage will not benefit from participation in an
aggregated “block” execution (see KM Allocation of Execution Opportunities Policy at beginning of Item 12),
unless KM is able to arrange for a “step-out” (see below). As a result, a client that directs KM as to brokerage
may incur greater costs in commissions and/or quality of execution. Therefore, the directed brokerage
arrangement may cost the client more money than would be the case were KM to be given discretion to seek
Best Execution.
“Step-Outs”
KM may direct an executing broker to “step-out” on a portion of an order to purchase or sell securities for
client account(s). A “step out” trade occurs when the executing broker assigns a portion of an executed order
to purchase or sell securities to another broker. “Step outs” may be utilized for reasons including, but not
limited to, A) improving the quality of trade executions due to KM dealing with a smaller number of brokers
KM believes offer a higher level of service, B) avoiding the need to break-up “block” transactions, C) as an
efficient means of compensating brokers for soft dollar research services provided to KM either directly or
through a third-party vendor, D) reduce the need to “sequence” trades or E) as an efficient means to
accommodate client directed brokerage instructions.
KM’s Relationship with Charles Schwab & Co., Inc. (“Schwab Institutional”)—See Item 15
Conclusion
KM believes it is meeting its duty to seek best execution.
Item 13 – Review of Accounts
Matthew Kirr, Director of Client Service, and/or Zachary Greiner, CFP®, Director of Client Service, and/or
Margaret Kamman, CFP®, Director of Operations/Fixed Income Portfolio Manager, and/or David Kirr, CFA,
Senior Client Service Officer (Part-time), and/or Mark Foster, CFA, Chief Investment Officer, review client
accounts on an ongoing basis as part of the portfolio management process. Such reviews are generally
conducted quarterly.
KM’s Risk Management Committee (“RMC”--Mark Foster, CFA, Chief Investment Officer, Mickey Kim, CFA,
Chief Operating/Compliance Officer and Margaret Kamman, CFP®, Director of Operations/Fixed Income
Portfolio Manager) is responsible for monitoring various risk parameters of client portfolios. The RMC meets
at least quarterly to review risk parameters and makes and keeps a record of its findings. The RMC reviews
the following risk parameters: individual position size, industry concentration, performance dispersion and
compliance with portfolio restrictions.
Clients generally receive a monthly statement detailing asset holdings and transactions directly from the
broker-dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Clients
utilizing Charles Schwab & Co. as qualified custodian will receive a monthly statement for any account(s) with
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transactions such as deposits and withdrawals, trades and stock dividend distributions. Clients utilizing
Charles Schwab & Co. as qualified custodian will receive a quarterly statement for all account(s).
Each quarter, clients receive statements prepared by KM detailing holdings, asset allocation and investment
performance. Performance is calculated for the calendar quarter, year-to-date, prior 12-months and Since
Inception of the account. KM also produces a quarterly newsletter discussing our outlook on the economy,
the state of the financial markets and our investment strategy.
We are pleased to discuss any topic of interest to a client at the client’s convenience.
Item 14 – Client Referrals and Other Compensation
KM receives certain soft-dollar benefits as a result of its allocation of brokerage to certain brokers (as
discussed under Item 12), but KM does not otherwise receive economic benefits for providing investment
advice or other advisory services to its clients from a party other than its clients. Further, KM does not
currently have a “referral,” “solicitation,” or “third-party marketing agreement” with any person or company.
In the past, KM has entered into written agreements with persons/companies whereby KM has provided cash
compensation in return for providing marketing services and/or client referrals. These written agreements
were designed to comply with SEC Rule 206(4)-3 (the “Cash Solicitation Rule”). If KM enters into a client
referral, solicitation or third-party marketing agreement in the future, such written agreement(s) will be
designed to comply with the amended Advisers Act Rule 206(4)-1 (Marketing Rule).
Item 15 – Custody
KM clients generally receive monthly statements directly from the broker-dealer, bank or other qualified
custodian that holds and maintains client’s investment assets. Clients utilizing Charles Schwab & Co. as
qualified custodian will receive a monthly statement for any account(s) with transactions such as deposits
and withdrawals, trades and stock dividend distributions. Clients utilizing Charles Schwab & Co. as qualified
custodian will receive a quarterly statement for all account(s). KM urges you to carefully review such
statements and compare such official custodial records to the quarterly account statements that we
provide to you. Our statements may vary from custodial statements based on accounting procedures,
reporting dates, or valuation methodologies of certain securities.
KM’s Relationship with Charles Schwab & Co,, Inc. (“Schwab Institutional”)
KM selected Schwab Institutional as a “preferred provider” of custodial services to our clients in 2008.
We may recommend that clients establish brokerage accounts with the Schwab Institutional division of
Charles Schwab & Co., Inc. (“Schwab Institutional”) a registered broker-dealer, to maintain custody of clients’
assets and to effect trades for their accounts. KM and Schwab Institutional are separate, unaffiliated entities.
Schwab Institutional provides KM with access to its institutional trading and operations services typically not
available to Schwab’s retail customers. These services generally are available to independent investment
advisors at no charge so long as a total of at least $10 million of the Applicant’s clients’ account assets are
maintained at Schwab Institutional. Schwab Institutional’s services include brokerage, custody, research,
access to mutual funds and other investments that are otherwise generally available only to institutional
investors or would require a significantly higher minimum initial investment. Schwab Institutional also
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makes available to KM other products and services that benefit KM. Some of these other products and
services assist KM in managing and administering clients’ accounts. These include software and other
technology that provide access to client account data (such as trade confirmations and account statements),
facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts), provide
research, pricing information and other market data, facilitate payment of KM’s fees from its clients’ accounts
and assist with back-office support, record keeping and client reporting.
Some of the products, services and other benefits provided by Schwab Institutional benefit KM and may not
benefit KM’s clients’ accounts. These benefits may include educational events organized and/or sponsored by
Schwab Institutional and occasional business entertainment of KM which may include meals and attendance
at sporting events and concerts. KM’s recommendation that a client place assets in Schwab Institutional’s
custody may be based in part on benefits to KM, and not solely on the nature, cost or quality of custody and
execution services provided by Schwab Institutional.
Item 16 – Investment Discretion
KM typically receives discretionary authority from the client at the outset of an advisory relationship (via the
investment advisory agreement) to select, purchase and sell securities for the client’s account.
KM will observe limitations and/or restrictions placed by the client on managing the account (See Item 4).
Item 17 – Voting Client Securities
KM adopted its Proxy Voting Policies and Procedures, effective August 6, 2003 (the “Policy”). Briefly, KM has
retained Institutional Shareholder Services (ISS), via its ProxyExchange platform, to act as voting agent. ISS is
the world’s leading provider of proxy voting and corporate governance services. ISS is responsible for
research and recommendations on proxy issues, casting proxy votes and the record keeping of proxy votes.
ISS has published the Proxy Voting Guidelines Summary, which covers how ISS recommends voting on a wide
range of issues. KM has incorporated the ISS Summary into the Policy and our general policy is to follow ISS
recommendations. The Policy also addresses how potential or actual material conflicts of interest in proxy
voting are handled. KM has formed a Proxy Voting Committee (Mark Foster, CFA, Chief Investment Officer
and Mickey Kim, CFA, Chief Operating/Compliance Officer) to administer the Policy and its procedures.
Unless directed otherwise by the client, KM will vote client securities. If a client would like to cast its vote(s)
contrary to ISS recommendation(s) and/or how KM intends to vote, KM may be able to accommodate the
client’s directions. In this circumstance, the client should issue this instruction by contacting Mickey Kim,
CFA, Chief Operating/Compliance Officer.
It will be our pleasure to provide you with information on how your securities were voted and/or a copy of
KM’s Proxy Voting Policies and Procedures, promptly upon written request and at no charge. Please address
requests for further information to Mickey Kim, CFA, Kirr, Marbach & Company, LLC, 621 Washington Street,
Columbus, IN 47201.
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Item 18 – Financial Information
KM has no financial commitment or condition that is reasonably likely to impair its ability to meet its
contractual commitments to its clients, KM has never been the subject of any bankruptcy proceeding.
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