IMPORTANT QUESTIONS YOU SHOULD ASK ABOUT

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1 IMPORTANT QUESTIONS YOU SHOULD ASK ABOUT JAMES KIRBY ACCOUNTANCY CORPORATION JAMES KIRBY ACCOUNTANCY CORPORATION Registered Investment advisor 2601 Saturn Street, Suite 106 Brea, CA (714) September 18, 2013 This brochure provides information about the qualifications and business practices of James Kirby Accountancy Corporation ("Advisor"). If you have any questions about the contents of this brochure, please contact us at (714) Advisor is a financial planning and investment management firm registered with the state of California as a Registered Investment Advisor. Table of Contents 1. Material Changes. 2. Advisory Business. 3. Fees and Compensation. 4. Performance Based Fees. 5. Types of Clients. 6. Methods of Analysis, Investment Strategies and Risk of Loss. 7. Disciplinary Information. 8. Other Financial Industry Activities and Affiliations. 9. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. 10. Brokerage Practices. 11. Review of Accounts. 12. Client Referrals and Other Compensation. 13. Custody. 14. Investment Discretion. 15. Voting Client Securities. 16. Financial Information. 17. Requirements for State Registered Advisors. 1. Material Changes. Advisor is no longer using the Custom Wealth Advantage wrap fee program sponsored by Lincoln Financial Securities Corp. to provide portfolio management services. Advisor is now providing investment management services directly to clients. 2. Advisory Business. James Kirby Accountancy Corp. Registered Investment Advisor has been in business since We offer personalized investment management services, meaning we provide clients with continuous and on going supervision over their accounts and make trades in that account when necessary. A detailed description is provided in Item 3, Fees and Compensation, so that clients and prospective clients ( clients or you ) can review our services and description of fees more thoroughly. Advisor also provides services tailored to the individual investor's financial status, tax status and risk/reward objectives. Advisor prepares written financial plans for its clients upon request. The fees for the preparation of such plans range from $600 to $15,000. Such fees will be agreed to in advance, in writing, by the client. The fee is negotiable, and it may be waived in certain circumstances. The factors involved in negotiating the fee may include the size of accounts the client maintains (or proposes to maintain) and any other relationship between the client and Advisor. The fee is ultimately based upon the complexity of the client's financial situation. Fees are payable within 30 days of the completion and delivery of the Financial Plan to the client. The Advisor may, on occasion, provide general nonsecurities advice on topics which may include tax and budgetary planning, estate planning and business planning. The fee for such financial advice is based on a $100 to $350 hourly rate, depending upon which individual is providing the advice and which individual is preparing the plan on behalf of the advisor. Advisory services are also provided under the name of Kirby Wealth Management, Inc. Kirby Wealth Management maintains a website James Kirby Accountancy Corporation and Kirby Wealth Management, Inc. are wholly owned by James Kirby. Advisor currently manages no client assets. The information in this brochure has not been approved or verified approved by the United States Securities and Exchange Commission (the "SEC") or by any state securities authority. Registration as a registered investment advisor does not imply a certain level of skill or training.

2 3. Fees and Compensation. This section provides additional details regarding our services along with descriptions of our fee and compensation arrangements. We offer continuous and ongoing investment management services based on your individual needs. We generate investment strategies based on global/macro forecasts. After fully evaluating your desires as well as your goals, risk tolerances, liquidity needs, and other essential characteristics, we formulate an investment plan specific to your needs. We require that your assets be maintained in a brokerage account with Charles Schwab Institutional, a division of Charles Schwab & Co., Inc. (Charles Schwab), a registered broker/dealer and member SIPC. See Item 10, Brokerage Practices, for additional discussion on our requirement and use of Charles Schwab. We assist you in establishing a managed account through Charles Schwab. Charles Schwab maintains custody of your funds and securities. We do not act as custodian and do not have direct access to your funds and securities except to have advisory fees deducted from your account with your prior written authorization. We charge for investment management services based on a percentage of assets under management. Fees are billed quarterly in arrears, as determined by you and us together, and calculated based on the net value of the account as determined by Charles Schwab on the last day of the billing period. The fee is negotiable based on the amount of assets under management, the amount of assets in related accounts, our relationship with you, the complexity of your situation and the services for which you are engaging us. Our investment management fee schedule is as follows: From To Annual Fee $ $ 250, % 250, , % 500,000 1,000, % 1,000,000 2,000, % 2,000,000 5,000, % 5,000,000 10,000, % 10,000,000 or more Negotiable The exact percentage is agreed upon and disclosed in the agreement for services prior to services being provided. If an agreement for services is executed mid period, the initial fee is prorated based on the number of days that services were provided. Fees are automatically deducted from the account by the Charles Schwab who then pays the fees directly to us. You must provide Charles Schwab with written authorization to have the fees deducted from your account. On a quarterly basis, we provide you with a fee billing notice showing the exact fee charged, manner in which the fee was calculated, any adjustment to the fee and an explanation of such adjustment. Charles Schwab sends you an account statement at least quarterly showing all disbursements from your account, including our advisory fees. Charles Schwab does not charge separately for maintaining custody of your accounts, although they may charge brokerage commissions and/or transaction fees directly to you. We do not receive any portion of the commission or fees from Charles Schwab. In addition, you may incur certain charges imposed by third parties other than us in connection with investments made through your account, including, but not limited to, mutual fund sales loads, 12(b) 1 fees and surrender charges, variable annuity fees and surrender charges and IAR and qualified retirement plan fees. Our management fees are separate and distinct from the fees and expenses charged by investment company securities that may be recommended to you. A description of these fees and expenses are available in each security prospectus. Either party can terminate services at any time by providing written or oral notice to the other party. Termination is effective upon receipt of the notice. If services are terminated within five business days of signing the agreement for services, services are terminated without penalty. If services are terminated after the initial five business day period, we charge a prorated fee based on the number of days that services were provided prior to receipt of the termination notice. Additional Compensation. From time to time, we may receive research from distributors of investment and/or insurance products. We do not receive any other financial assistance, marketing support or other products or services. Comparable Services. We believe our fees for advisory services are reasonable with respect to the services provided and the fees charged by other investment advisors offering similar services. However, lower fees for comparable services may be available from other sources. 2

3 4. Performance Based Fees. Performance based fees are defined as fees based on a share of capital gains on or capital appreciation of the assets held in a client s account. We do not receive performance based fees. 5. Types of Clients. We generally provide investment advice to individuals, including high net worth individuals, to corporations or other business entities, and to estates and trusts. We require a $500,000 minimum to establish a managed account, although we may grant exceptions to this minimum based on your current and historical relationship with us or anticipated additional deposits to your account. In addition, you can aggregate or bundle household accounts together to reach the required minimum. 6. Methods of Analysis, Investment Strategies, and Risk of Loss. Our primary method of analysis is based around a long term macro economic view of the economy. From that highest level of analysis, we then develop diversified strategies designed to protect and/or grow, given our outlook. This is commonly referred to as a top down approach. Some of the risks involved with using this method include misdiagnosing the economic outlook and wrongly selecting investments that lose money and/or perform poorly. Advisor attempts to select the client's investments to harmonize with their financial objectives. For sources of information, Advisor utilizes industry research tools, such as Morningstar, the general media of domestic and international newspapers and magazines, books and other publications. Advisor generally makes long term recommendations with occasional short term strategies as the circumstances may indicate. Advisor does not use technical analysis or charting. Risk of Loss. Investing in securities involves a risk of loss that you should be prepared to bear, including loss of your original principal. However, you should be aware that past performance of any security is not necessarily indicative of future results. Therefore, you should not assume that future performance of any specific investment or investment strategy will be profitable. We do not provide any representation or guarantee that your goals will be achieved. 7. Disciplinary Information. None. Neither Advisor nor any of its employees has ever been the subject of a disciplinary event. 8. Other Financial Industry Activities and Affiliations. James Kirby, the principal of James Kirby Accountancy Corporation, is a Certified Public Accountant and is a registered and licensed professional providing investment advisory services covering a diverse spectrum of financial vehicles. This includes the placement of selected financial products as individual client conditions warrant. Advisor is also in the business of providing accounting services. James Kirby Accountancy Corporation is a Certified Public Accounting Firm and its principal, James Kirby, is a Certified Public Accountant. The principal of James Kirby Accountancy Corporation estimates that as much as 25% of his time may be spent on these non investment advisory activities. While the principal endeavors at all times to put the interest of clients first as part of Advisor's fiduciary duty, clients should be aware that the receipt of additional compensation itself creates a conflict of interest, and may affect the judgment of an individual when making recommendations. 9. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading. Code of Ethics. We have established a Code of Ethics that applies to all of our associated persons. An investment adviser is considered a fiduciary according to the Investment Advisers Act of As a fiduciary, it is an investment adviser s responsibility to provide fair and full disclosure of all material facts and to act solely in the best interest of clients at all times. We have a fiduciary duty to all clients. This fiduciary duty is considered the core underlying principle for our Code of Ethics, which also covers our insider trading and personal securities transactions policies and procedures. Advisor requires all supervised persons to conduct business with the highest level of ethical standards and to comply with all federal and state securities laws at all times. Once employed by or affiliated with us, and at least annually thereafter, all supervised persons sign an acknowledgement that they have read, understand and agree to comply with our Code of Ethics. We have the responsibility to make sure that the interests of all clients are placed ahead of our own investment interests. Full disclosure of all material facts and potential conflicts of interest is provided to you prior to any services being conducted. We and our supervised persons must conduct 3

4 business in an honest, ethical and fair manner and avoid all circumstances that might negatively affect or appear to affect our duty of complete loyalty to all clients. This disclosure is provided to give all clients a summary of our Code of Ethics. However, if you wish to review our Code of Ethics in its entirety, a copy will be provided promptly upon request. Participation or Interest in Client Transactions and Personal Trading. At times, persons affiliated with Advisor may invest in products recommended to the client. In any case, Advisor is too small an investor to noticeably affect the market or to benefit significantly from client's investing. 10. Brokerage Practices. If you wish to implement our advice, you are free to select any broker/dealer or custodian you wish and are so informed. If we assist you in implementing any recommendations, we have a duty to ensure that you receive the best execution possible. Best execution does not necessarily mean the lowest price but includes the overall services received from a broker/dealer. You should understand that not all investment advisors require the use of a particular broker/dealer. There may be other platforms that are less expensive and may provide faster execution capabilities. If you elect to utilize our asset management services, we require you to establish brokerage accounts at Charles Schwab. Charles Schwab provides us with access to their institutional trading and custody services, which are typically not available to retail investors. The services from Charles Schwab include brokerage, custody, research and 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. Charles Schwab also makes available to us other products and services that benefit us but may not benefit our clients' accounts. Some of these other products and services assist us in managing and administering client accounts. These include software and other technology that: Many of these services generally may be used to service all or a substantial number of our accounts. Charles Schwab also makes available other services intended to help us manage and further develop our business. These services may include: Consulting, publications and conferences on practice management Information technology Business succession Regulatory compliance Marketing In addition, Charles Schwab may make available, arrange and/or pay for these types of services rendered to us by independent third parties providing these services to us. As a fiduciary, we endeavor to act in your best interest. Our recommendation that you maintain your assets in accounts at Charles Schwab may be based in part on the benefit to us in the availability of some of the foregoing products and services and not solely on the nature, cost or quality of custody and brokerage services provided by Charles Schwab. This may create a potential conflict of interest. 11. Review of Accounts. Accounts are monitored on a systematic basis and reviewed no less than monthly. In addition we review each account at a minimum of quarterly. Notwithstanding the above, more active accounts and larger accounts may be reviewed more often. During the review process, we check performance and risk measures in relation to your goals, objectives and risk tolerances. 12. Client Referrals and Other Compensation. Advisor does not have any arrangements where Advisor is paid cash or receives some economic benefit from a non client in connection with giving advice to clients. Advisor does not compensate any person for client referrals. For additional discussion on other compensation received by Advisor, its owners or its representatives, please refer to Additional Compensation under Item 3, Fees and Compensation. 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 our fees from client accounts Assist with back office functions, recordkeeping and client reporting 13. Custody. Custody, as it applies to investment advisors, has been defined as having access or control over client funds and/or securities, but does not include the ability to execute transactions in client accounts. Custody is not limited to physically holding client funds and securities. If an investment advisor has the ability to access or control client funds or securities, the investment advisor is deemed to have custody for purposes of the Investment Advisers Act of 1940 and must ensure proper procedures are implemented. 4

5 It should be noted that authorization to trade in client accounts is not deemed by regulators to be custody. Our procedures do not result in our maintaining custody of client funds and securities. 14. Investment Discretion. Advisor does not accept discretionary authority to manage securities accounts on behalf of clients. Based on recommendations we make, clients must provide us with written or verbal authorization to buy or sell securities, cash or other investments. 15. Voting Client Securities. We do not perform proxyvoting services on your behalf. You should read through the information provided with the proxy voting documents and make a determination based on that information. 16. Financial Information. This item is not applicable to our brochure. We do not require or solicit prepayment of more than $500 in fees per client, six months or more in advance. Therefore, we are not required to include a balance sheet for our most recent fiscal year. We are not subject to a financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients. Finally, we have not been the subject of a bankruptcy petition at any time. 17. Requirements for State Registered Advisors. Education of Principal Executive Officer. James Kirby is the President of Advisor. He received an Associates of Arts degree from Santa Ana Junior College, Santa Ana, California and a Bachelor of Arts degree in accounting from California State University at Fullerton, California. planning, investment planning, income tax planning, retirement planning, and estate planning; (2) Examination Pass the comprehensive CFP Certification Examination; (3) Experience Complete at least three years of full time financial planning related experience; and (4) Ethics Agree to be bound by CFP Board s Standards of Professional Conduct. Individuals who become certified must complete 30 hours of continuing education hours every two years, including two hours on the Code of Ethics. Certified Public Accountant/Personal Financial Specialist ( CPA/PFS ): CPAs are licensed and regulated by their state boards of accountancy. While state laws and regulations vary, the education, experience and testing requirements for licensure as a CPA generally include minimum college education, minimum experience levels, and successful passage of the Uniform CPA Examination. In order to maintain a CPA license, California requires the completion of 80 hours of continuing education courses every two years. Additionally, all American Institute of Certified Public Accountants (AICPA) members are required to follow a rigorous Code of Professional Conduct which requires that they act with integrity, objectivity, due care, competence, fully disclose any conflicts of interest (and obtain client consent if a conflict exists), maintain client confidentiality, and disclose to the client any commission or referral fees, and serve the public interest when providing financial services. James Kirby also holds the following certifications: Certified Financial Planner TM (CFP ): The CFP certification is a voluntary certification. It is recognized in the United States and a number of other countries for its (1) high standard of professional education; (2) stringent code of conduct and standards of practice; and (3) ethical requirements that govern professional engagements with clients. To attain the right to use the CFP marks, an individual must satisfactorily fulfill the following requirements: (1) Education Complete advanced study in the areas of insurance planning and risk management, employee benefits The Personal Financial Specialist ( PFS ) program allows CPAs to demonstrate their knowledge and expertise in personal financial planning. PFS credential holders have specific experience, education and examination requirements that set them apart from other CPAs and financial planners. Chartered Retirement Planning Counselor ( CRPC ): Graduates of the CRPC Program must complete a specialized independent study course that provides a general foundation for giving retirement planning advice to clients. The course covers key issues that occur throughout all phases of retirement planning. The designation is awarded 5

6 to students after they successfully complete the course, pass a proctored final examination, and sign a code of ethics commitment and declaration form. Business background of principal executive officer. James Kirby was an Investment Advisor Representative of Lincoln Financial Services Corporation, formerly known as Jefferson Pilot Securities Corporation, from July 2005 to September He has been chief executive officer of Kirby Wealth Management, Inc., from October 1997 to Present and chief executive officer of James Kirby Accountancy Corporation, Chairman, from January 1978 to Present. 6