CUSH Capital Management LLC Disclosure Brochure 6711 W 121 st Street Overland Park, KS 66209

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1 Primary Contact: Vern Cushenbery, CFA, CPA Owner/Portfolio Manager Website: February, 2013 CUSH Capital Management LLC Disclosure Brochure 6711 W 121 st Street Overland Park, KS This brochure provides information about the qualifications and business practices of CUSH Capital Management LLC. If you have any questions about the firm and/or the contents of this brochure, please contact us at , or Vern Cushenbery at 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. Additional information about CUSH Capital Management LLC also is available at the SEC s website at Note: CUSH Capital Management LLC is a registered investment advisor with the appropriate authorities in the state of Kansas and the Securities & Exchange Commission of the United States. Registration with the Kansas Securities Commission and the SEC does not imply any type of endorsement by these authorities nor does it infer that we have attained any specified level of skill or training.

2 Item 2 Material Changes Not Applicable Item 3 Table of Contents Contents Item 4 Advisory Business... 3 Item 5 Fees and Compensation... 3 Item 6 Performance-Based Fees and Side-By-Side Management... 3 Item 7 Types of Clients... 3 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss... 3 Item 9 - Disciplinary Information... 3 Item 10 - Other Financial Industry Activities and Affiliations... 4 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading... 4 Item 12 Brokerage Practices... 4 Item 13 Review of Accounts... 4 Item 14 Client Referrals and Other Compensation... 4 Item 15 Custody... 4 Item 16 Investment Discretion... 4 Item 17 Voting Client Securities... 4 Item 18 Financial Information... 5 Item 19 Requirements for State-Registered Advisers... 5

3 Item 4 Advisory Business CUSH Capital Management LLC was founded in August, 2008, by Vern Cushenbery, CPA, CFA. Mr. Cushenbery is the sole owner of the firm. CUSH Capital Management provides investment services to individuals through separate accounts tailored to each client s investment goals and objectives. This is determined through face-to-face discussions with each client and through a client questionnaire form documenting such items as risk tolerance and other appropriate factors, which the firm uses is determining the make-up of each client s account. Clients have the ability and opportunity to determine what restrictions, if any, they wish to impose on their account(s) and any holding or holdings in them. Other clients include pension and profit-sharing plans, trusts, estates, charitable organizations, and corporations. All client accounts are held at a third-party custodian, and are the property of, and owned by, the client. CUSH Capital receives authority from the clients to trade in the clients accounts with full discretion. As of February, 2013, the firm manages assets totaling $25 million, all on a fully discretionary basis. CUSH Capital Management does not participate in any wrap fee programs. Item 5 Fees and Compensation CUSH Capital Management charges clients an annual asset-based fee of 1% of assets in the client s account. This is calculated annually but charged quarterly through an automatic withdrawal from the account. In other words, 0.25% of the assets of each client s account is withdrawn every three months. A printed account statement showing this activity is mailed to each client quarterly (fees are charged and paid at the beginning of each quarter). Item 6 Performance-Based Fees and Side-By-Side Management N/A. Item 7 Types of Clients Most CUSH Capital Management clients are individual investors. However, the firm s client list currently includes some family trusts and corporate-sponsored pension and savings plans. While the firm does not promote or advertise minimum assets to open and/or maintain an account, CUSH Capital Management actively seeks clients with $500,000 or more of investable assets. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss CUSH Capital Management specializes in the analysis and selection of publicly-traded stocks, particularly those whose value (by our own analysis and estimation) has been underestimated by the markets. We look to purchase stocks which we determine are trading at a discount to their intrinsic value, then we sell these stocks when our target sell price has been reached (at what we believe to be their full value). We also have held (or will hold) the following securities in client accounts when such was deemed necessary to meet client mandates: corporate debt, municipal securities, commercial paper, certificates of deposit, United States government securities, and other equity and/or fixed-income securities. CUSH Capital discusses with all clients the risks involved in investing in any type of security and that they will bear this risk in their account. We never promise or guarantee any type of return or appreciation on any type of security or asset and we make sure all clients know and understand this. When analyzing any investment option, we perform a thorough analysis of that security. We employ the following methods when performing analysis on an investment opportunity: Fundamental Analysis, Technical Analysis, and Cyclical Analysis. We seek out information from financial newspapers and periodicals, corporate activities, third-party research materials, corporate rating services, annual reports, prospectuses, and filings with the Securities and Exchange Commission, and company press releases. We will also, on occasion, have first-hand discussions with corporate management. We primarily hold securities for a period of one year or more. However, we also employ shorter-term holding periods (less than one year), short sales, margin transactions and option writing when such is deemed appropriate. Item 9 - Disciplinary Information We are proud to say that CUSH Capital Management, nor any of its principals or supervised employees, have been a party to any industry disciplinary actions or civil or criminal legal proceedings.

4 Item 10 - Other Financial Industry Activities and Affiliations All client assets are held in accounts with 3 rd party custodial firms, and all trading activity is done through these relationships. CUSH Capital Management does not maintain any outside relationships with other investment advisory firms or financial planners, accounting and/or legal professionals, banking or insurance institutions, pension consultants, or real estate brokers. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading CUSH Capital Management has a professional Code of Ethics document outlining the expectations of professional conduct for all supervised employees. All employees are required to review and sign this document, a copy of which is maintained in their employee file. A copy of our Code of Ethics is available to all clients and prospective clients if they request such. The management of CUSH Capital Management goes to great lengths to avoid conflicts of interest in all matters related to client assets and accounts. No supervised employee or related person holds any type of interest in a client account. Item 12 Brokerage Practices As stated previously, all client assets and accounts are held with independent 3 rd party custodians. These accounts, and the assets in them, are the property of the client and CUSH Capital Management is simply an authorized advisor who can trade in and out of the account. The firm does not have any so-called soft dollar arrangements with any outside firms or thirdparties. Item 13 Review of Accounts All client accounts are reviewed periodically by the supervised employee responsible to their respective clients. Clients receive monthly statements on their account activity and balances. We will meet with any client at any time they request a time to look at and discuss their CUSH Capital Management account. Item 14 Client Referrals and Other Compensation CUSH Capital Management has solicitor agreements in place with certain parties to compensate for client referrals. Supervised representatives who bring on new clients to the firm are compensated per agreement and have on-going responsibilities to those clients. Item 15 Custody As stated previously, all clients receive monthly account statements from the custodian and are encouraged to review these on their own. They can contact any of the CUSH Capital Management staff if they have any questions about these statements. Each quarter, clients receive a statement of account from the firm showing their balances and the management fee that is deducted from their account per the client agreement. Item 16 Investment Discretion All of our firm s client accounts are managed with discretionary authority. What this means is that CUSH Capital Management, with the full knowledge and permission of our clients, actively manages each account by buying and selling securities in and out of the account as per the stated goals and wishes of the client. The firm will not seek permission nor give any prior notice of these actions taken by the firm. Prior to the opening of an account at CUSH Capital Management, the client and a principle or employee of the firm will execute a written agreement to this effect. Item 17 Voting Client Securities CUSH Capital does not vote any of its clients securities, clients vote their own.

5 Item 18 Financial Information CUSH Capital Management LLC has adequate reserves to run the company in accordance with the statutes of the state of Kansas. CUSH Capital Management LLC does not require pre-payment of fees for more than six months in advance. Item 18a CUSH Capital Management LLC is not covered by a Professional Liability Insurance policy. Item 19 Requirements for State-Registered Advisers The following individuals are officially affiliated with CUSH Capital Management as of January, 2012: Vern Cushenbery Mr. Cushenbery is the Founder, Owner and Portfolio Manager for CUSH Capital Management. Mr. Cushenbery directs the firm in practically all matters administrative, marketing, trading, portfolio management, client relations, etc. Mr. Cushenbery received his Bachelor of Science Degree in Finance from Kansas State University and holds Masters Degrees in Accountancy and Business Administration from the University of Missouri Kansas City. He is a Certified Financial Analyst Charterholder and Certified Public Accountant. He has worked in the investment industry for nearly 14 years, with stints in the Mergers & Acquisitions department with Sprint Corp., an investment consulting firm and a large mutual fund company. Michael Curran Mike joined CUSH Capital Management in January, 2011, as Executive Vice President. Prior to this, Mike served in the Wealth Management office of The Commerce Trust Company in Kansas City, advising clients on a wide array of their financial needs, including investments, tax planning, retirement planning and estate planning. Mike is a Certified Financial Planner and holds his FINRA Series 66 certification. Mike received his Bachelor of Arts degree in Biology from the University of Kansas. CUSH Capital Management does not charge any performance-based fees. In addition, the firm, nor any of its supervised persons, has not been involved with or been a party to any legal or regulatory proceedings related to violations of industry regulations. This includes fraud, false statements or omissions, theft, embezzlement, bribery, forgery, counterfitting, or dishonest, unfair or unethical business practices.

6 Amended Form ADV Part 2 CUSH Capital Management LLC Part 2B Brochure Supplement Item 1 Cover Page V e r n C u s h e n b e r y CUSH Capital Management LLC 6711 W 121 st Street Overland Park, KS February, 2013 This brochure supplement provides information about Vern Cushenbery that supplements the CUSH Capital Management LLC brochure. You should have received a copy of that brochure. Please contact Vern Cushenbery, Owner/Portfolio Manager, if you did not receive the CUSH Capital Management LLC brochure or if you have any questions about the contents of this supplement. Additional information about <name of supervised person> is available at the SEC s website at

7 Item 2 Educational Background and Business Experience Mr. Cushenbery (age 37) is the Founder, Owner and Portfolio Manager for CUSH Capital Management. Mr. Cushenbery directs the firm in practically all matters administrative, marketing, trading, portfolio management, client relations, etc. Mr. Cushenbery received his Bachelor of Science Degree in Finance from Kansas State University and hold Masters Degrees in Accountancy and Business Administration from the University of Missouri Kansas City. He is a Certified Financial Analyst Charterholder and Certified Public Accountant. He has worked in the investment industry for nearly 14 years, with stints in the Mergers & Acquisitions department with the Sprint Corp., an investment consulting firm and a large mutual fund company. Prior to founding CUSH Capital Management in August, 2008, Mr. Cushenbery was a partner at Legacy Investment Partners in Leawood, KS. Item 3 Disciplinary Information Mr. Cushenbery has not been involved with or been a party to any legal or regulatory proceedings related to violations of industry regulations, including fraud, false statements or omissions, theft, embezzlement, bribery, forgery, counterfitting, or dishonest, unfair or unethical business practices. Item 4 Other Business Activities Mr. Cushenbery does not have any affiliation with or business connections to any outside companies or agencies that would present a conflict of interest in the operation of his firm or in acting in the best interest of his clients. Item 5 Additional Compensation Mr. Cushenbery does not receive any outside compensation from sources other than the fees he charges CUSH Capital Management clients for his investment advisory and management services. Item 6 Supervision All supervised persons of CUSH Capital Management LLC report to the firm Owner, Mr. Vern Cushenbery. All registered representatives of CUSH Capital Management meet regularly with Mr. Cushenbery and discussions are held on how communications with specific clients and prospective clients will be handled. These discussions occur regularly throughout the client relationship. Item 7 Requirements for State-Registered Advisers Mr. Cushenbery has not been involved with or been a party to any legal or regulatory proceedings related to violations of industry regulations, including fraud, false statements or omissions, theft, embezzlement, bribery, forgery, counterfitting, or dishonest, unfair or unethical business practices.

8 Amended Form ADV Part 2 CUSH Capital Management LLC Part 2B Brochure Supplement Item 1 Cover Page M i c h a e l T. C u r r a n CUSH Capital Management LLC 6711 W 121 st Street Overland Park, KS February, 2013 This brochure supplement provides information about Michael T. Curran that supplements the CUSH Capital Management LLC brochure. You should have received a copy of that brochure. Please contact Vern Cushenbery, Owner/Portfolio Manager, if you did not receive the CUSH Capital Management LLC brochure or if you have any questions about the contents of this supplement. Additional information about <name of supervised person> is available at the SEC s website at

9 Item 2 Educational Background and Business Experience Mike Curran (age 45) joined CUSH Capital Management in January, 2011, as Executive Vice President. Prior to this, Mike served in the Wealth Management office of The Commerce Trust Company in Kansas City, advising clients on a wide array of their financial needs, including investments, tax planning, retirement planning and estate planning. Mike is a Certified Financial Planner and holds his FINRA Series 66 certification. Mike received his Bachelor of Arts degree in Biology from the University of Kansas. Item 3 Disciplinary Information Mr. Curran has not been involved with or been a party to any legal or regulatory proceedings related to violations of industry regulations, including fraud, false statements or omissions, theft, embezzlement, bribery, forgery, counterfitting, or dishonest, unfair or unethical business practices. Item 4 Other Business Activities Mr. Curran does not have any affiliation with or business connections to any outside companies or agencies that would present a conflict of interest in the operation of his firm or in acting in the best interest of his clients. Item 5 Additional Compensation Mr. Curran does not receive any outside compensation from sources other than the fees he charges CUSH Capital Management clients for his investment advisory and management services. Item 6 Supervision All supervised persons of CUSH Capital Management LLC report to the firm Owner, Mr. Vern Cushenbery. All registered representatives of CUSH Capital Management meet regularly with Mr. Cushenbery and discussions are held on how communications with specific clients and prospective clients will be handled. These discussions occur regularly throughout the client relationship. Item 7 Requirements for State-Registered Advisers Mr. Curran has not been involved with or been a party to any legal or regulatory proceedings related to violations of industry regulations, including fraud, false statements or omissions, theft, embezzlement, bribery, forgery, counterfitting, or dishonest, unfair or unethical business practices.

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