A. 16th Amendment Advisors LLC is a limited liability company formed on May 15, 2009
in the State of Delaware. The Adviser became registered as an Investment Adviser Firm
in May 2009. The Adviser is principally owned by John J. Lee and Richard J. McCarthy,
the Adviser’s Managing Members.
As discussed below, the Adviser offers advisory services to individual clients, on a
discretionary basis, primarily limited to the purchase and sale of municipal securities. The
Adviser also serves as an Investment Adviser to proprietary separately managed accounts
for its members and their families which are not open to outside investors. In addition, as
discussed below, the Adviser provides advisory services to an affiliated proprietary
private investment fund, which is not open to outside investors, in accordance with the
terms and conditions of the private fund’s offering documents.
Please Note: Conflict Of Interest. The Adviser has policies and procedures in place
that distinguish between investment strategies and provide for fair allocation of securities
to all clients. These policies are available to be reviewed by clients and prospects upon
request, in writing, to the Adviser. The Adviser’s Chief Compliance Officer, John J.
Lee, remains available to address any questions regarding this conflict of interest.
B. The Adviser does not provide financial planning, estate planning, insurance planning or
any related or unrelated financial planning.
INVESTMENT ADVISORY SERVICES
The client can determine to engage the Adviser to provide discretionary investment
advisory services on a fee-only basis. The Adviser’s annual investment advisory fee is
based upon a percentage (%) of the market value of the assets placed under the Adviser’s
management (generally between 0.10% and 1.00%*) depending upon the amount of
assets under management and the complexity of the engagement. The specific fee is set
forth on Exhibit “A” to the Investment Advisory Agreement executed by the client. See
additional disclosure at Items 5 and 7 below.
* The Adviser, in its sole discretion, may provide investment advisory services on a fixed
fee basis (See disclosure below)
* In the event that a client requests extraordinary services, the Adviser reserves the right
to increase its management fee.
MISCELLANEOUS
Limited Consulting Services. To the extent specifically requested by a client, Registrant
may provide financial planning and related consulting services regarding non-investment
related matters, such as estate planning, tax planning, insurance, etc. The Registrant does
not serve as a law firm, accounting firm, or insurance agency, and no portion of
Registrant’s services should be construed as legal, accounting, or insurance
implementation services. Accordingly, Registrant does not prepare estate planning
documents, tax returns or sell insurance products. To the extent requested by a client,
Registrant may recommend the services of other professionals for certain non-investment
implementation purposes (i.e. attorneys, accountants, insurance agents, etc.). Clients are
reminded that they are under no obligation to engage the services of any such
recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation made by
Registrant or its representatives. Please Note: If the client engages any unaffiliated
recommended professional, and a dispute arises thereafter relative to such engagement,
the client agrees to seek recourse exclusively from and against the engaged professional.
At all times, the engaged licensed professional[s] (i.e. attorney, accountant, insurance
agent, etc.), and not Adviser, shall be responsible for the quality and competency of the
services provided.
Fixed Fee Investment Advisory Services. The Adviser may provide investment
advisory services on a fee-only fixed fee basis based upon various objective and
subjective factors, including, scope of the advisory service to be provided, the
complexity of the engagement, types of investments, and in the event of a non-
discretionary engagement, the dollar amount of any recommended transaction. The terms
and conditions of any such engagements shall be set forth in an Investment Advisory
Agreement between the Adviser and the client. Please Note: Adviser’s affected fixed fee
clients could pay different fees based upon these subjective factors, which services could
be available from other advisers at lower fees.
Client Obligations. In performing its services, Adviser shall not be required to verify
any information received from the client or from the client’s other professionals (in each
case whether written or oral), and is expressly authorized to rely thereon. Moreover, each
client is advised that it remains their responsibility to promptly notify the Adviser in
writing if there is ever any change in their financial situation or investment objectives for
the purpose of reviewing/evaluating/revising
Adviser’s previous recommendations and/or
services.
Disclosure Brochure. A copy of the Adviser’s written Brochure as set forth on Part 2A
of Form ADV shall be provided to each client prior to, or contemporaneously with, the
execution of the Investment Advisory Agreement.
Proprietary Funds And Accounts. The Adviser also serves as the investment manager
to certain affiliated proprietary private investment funds, Vicksburg Municipal Trading
Fund LP and its offshore feeder fund, Vicksburg Municipal Trading Offshore Fund LTD
(all funds together the “affiliated funds”). Vicksburg Municipal Partners LLC serves as
the General Partner of Vicksburg Municipal Trading Fund LP (the complete description
of the terms, conditions, and risks is set forth in each affiliated funds offering
documents). The affiliated funds are proprietary in nature and not open to clients of the
Adviser. The Adviser also serves as an Investment Adviser to proprietary separately
managed accounts. The investment strategy of the proprietary separately managed
accounts is not open to clients of the Adviser.
Please Note: The investment strategies of the affiliated funds and accounts are materially
different than the strategies for the client accounts and generally involve various risk
factors, including, but not limited to, potential for complete loss of principal, liquidity
constraints and lack of transparency, a complete discussion of which is set forth in each
fund’s offering documents, which will be provided to each client for review and
consideration. Unlike liquid investments, the affiliated funds do not provide daily
liquidity or pricing and rely on persistent use of leverage, hedging and active trading.
Please Also Note: Conflict Of Interest. The affiliated funds and proprietary separately
managed accounts may also invest in the same securities as other clients of the Adviser.
The Adviser has policies and procedures in place that distinguish between the proprietary
and investment strategies and provide for fair allocation of securities to all clients. These
policies are available to be reviewed by clients and prospects upon request, in writing, to
the Adviser. The Adviser’s Chief Compliance Officer, John J. Lee, remains
available to address any questions regarding this conflict of interest.
C. The Adviser shall provide investment advisory services consistent with investment
guidelines of investment strategies it manages and may, if requested, and agreed to by the
Adviser, to the specific needs of each client. Prior to providing investment advisory
services, an investment adviser representative will ascertain each client’s investment
objective(s) and which investment strategy is appropriate. Thereafter, after completion of
an Investment Advisory Agreement with the Adviser, the Adviser shall allocate and/or
recommend that the client allocate investment assets consistent with the designated
investment strategy. The client may, at any time, impose reasonable restrictions, in
writing, on the Adviser’s services, which restrictions must be agreed upon by the
Adviser.
D. Please Note (Wrap/Separate Managed Account programs): In the event that the
Adviser is engaged to provide investment advisory services as part of an unaffiliated
wrap-fee program, the Adviser will be unable to negotiate commissions and/or
transaction costs. Under a wrap program, the wrap program sponsor arranges for the
investor participant to receive investment advisory services, the execution of securities
brokerage transactions, custody and reporting services for a single specified fee.
Participation in a wrap program may cost the participant more or less than purchasing
such services separately. In the event that the Adviser is engaged to provide investment
advisory services as part of an unaffiliated managed account program, Adviser will
likewise be unable to negotiate commissions and/or transaction costs. If the program is
offered on a non-wrap basis, the program sponsor will determine the broker-dealer
though which transactions must be effected, and the amount of transaction fees and/or
commissions to be charged to the participant investor accounts. Please Note: Since the
custodian/broker-dealer is determined by the unaffiliated program sponsor, Adviser will
be unable to negotiate commissions and/or transaction costs, and/or seek better execution.
As a result, client may pay higher commissions or other transaction costs or greater
spreads, or receive less favorable net prices, on transactions for the account than would
otherwise be the case through alternative clearing arrangements recommended by
Adviser. Higher transaction costs adversely impact account performance. Adviser’s
Chief Compliance Officer, John J. Lee, remains available to address any questions that a
client may have regarding the above
E. As of December 31, 2022, the Adviser had $164,450,264 assets under management on a
discretionary basis.