1 Item 1 - Cover Page

Ethical Capital Logo

1.1 Ethical Capital Investment Collaborative

Registered Investment Adviser
CRD #316032

Address:
90 N 400 E
Provo, UT, 84606

Phone: 212-321-5111

Contact Information:
Web: ethicic.com
Twitter: EthicalCapIC
LinkedIn: ethicalcapitalcollective
Facebook: EthicalCapital
Instagram: ethicalcapitalcollaborative
Tiktok: ethicalcapital

1.1.1 Form ADV Part 2A - Firm Brochure

Date: Jan 13, 2025

This brochure provides information about the qualifications and business practices of Invest Vegan LLC DBA Ethical Capital Investment Collaborative. Please contact Sloane Ortel at 212-321-5111 if you have any questions about the content of this brochure.

The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or any state securities administrator. Additional information about Invest Vegan LLC is available on the SEC’s website at www.adviserinfo.sec.gov. Click on the “Investment Adviser Search” link and then search for “Investment Adviser Firm” using the firm’s IARD (“CRD”) number 316032.

While the firm may be registered and/or licensed within a particular jurisdiction, that registration and/or licensing in itself does not imply an endorsement by any regulatory authority, nor does it imply a certain level of skill or training on the part of the firm or its associated personnel.

2 Item 2 - Material Changes

This item describes the material changes we have made to our form ADV, Part 2A since our previous other-than-annual update on 23rd May 2023. Our previous annual amendment was filed on 12th Mar 2024.

2.1 Key Changes

• Removed “short term reserves” from our list of investment strategies.
• Re-titled our income and diversification strategies for brand consistency.
• Removed let’s own this from Ms. Ortel’s external involvement as the foundation is no longer active.
• Reduced the estimated time spent by Ms. Ortel on activities related to the Woodcache Public Benefit corporation.

3 Item 3 - Table of Contents

Item 1 - Cover Page 1

Item 2 - Material Changes 2

Item 3 - Table of Contents 3

Item 4 - Advisory Business 4

Item 5.A - Fees and Compensation 7

Item 6 - Performance-Based Fees and Side-By-Side Management 11

Item 7 - Types of Clients 12

Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss 12

Item 9 - Disciplinary Information 20

Item 10 - Other Financial Industry Activities and Affiliations 20

Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading 21

Item 12 - Brokerage Practices 24

Item 13 - Review of Accounts 27

Item 14 - Client Referrals and Other Compensation 28

Item 15 - Custody 29

Item 16 - Investment Discretion 29

Item 17 - Voting Client Securities 30

Item 18 - Financial Information 30

Item 19 - Requirements for State-Registered Advisers 31

Form ADV Part 2B - Brochure Supplement (Principal Executive) 32

Information Used in Brochure
Throughout this document Ethical Capital Investment Collaborative may be used interchangeably or may be referred to as “the firm,” “firm,” “our,” “we,” or “us.” The client or prospective client may be also referred to as “the client,” “client,” “you,” etc., and refers to a client engagement involving a single person as well as two or more persons and may refer to natural persons and legal entities. The term “advisor” and “adviser” are used interchangeably where accuracy in identification is necessary (i.e., internet address, etc.).

Business Contingency Planning
Our firm maintains a business continuity and succession plan that is integrated within the organization to ensure it appropriately responds to events that pose a significant disruption to its operations. A statement concerning the current plan is available under separate cover upon request.

4

5 Item 4 - Advisory Business

4.A. Description of Firm
Invest Vegan LLC is a New York-domiciled limited liability company formed in July of 2021. We operate under the business names Ethical Capital Investment Collaborative, Ethical Capital, and ECIC. Sloane Ortel is the firm’s Founder, serves as Chief Compliance Officer (supervisor), and she maintains majority interest in the firm. Additional information about Ms. Ortel and her professional experience can be found toward the end of this brochure and her Form ADV Part 2B brochure supplement.

Our firm is not a subsidiary of, nor do we control, another financial services industry entity. However, Ethical Capital has various industry business relationships that are discussed in Items 10 and 12 of this firm brochure, in addition to Items 2 and 4 of any accompanying brochure supplement.

As of January 13th, 2025, our firm managed $2,607,227. on a discretionary basis for 74 client households. As of the same date, we did not manage any non-discretionary accounts.

4.B. Description of Services
An initial interview is conducted with you to discuss your current situation and goals, as well as the scope of our firm’s services that may be provided. Prior to or during this first meeting, we will provide our Form ADV Part 2 firm brochure that includes a statement involving our privacy policy (see Item 11), as well as a brochure supplement about Sloane Ortel’s personal history. Our firm will disclose any material conflicts of interest that could be reasonably expected to impair the rendering of unbiased and objective advice, such as information found in Items 10 through 12 of this brochure.

If you wish to engage our firm for its services, we must first execute an engagement agreement.

Thereafter further discussion and analysis will be conducted to determine financial needs, goals, holdings, etc. Depending on the scope of the engagement, you may be asked to provide copies of the following documents early in the process:

• Completed risk profile questionnaires or other forms provided by our firm,
  
• Current financial specifics including W-2s, 1099s, K-1 statements, etc.,
  
• Divorce decree or separation agreement,
  
• Employment or other business agreements,
  
• Information on current retirement plans and other benefits provided by an employer,
  
• Mortgage information,
  
• Tax returns,
  
• Statements reflecting current investments in retirement and non-retirement accounts,
  
• Student loans, or
  
• Wills, codicils, and trusts.

It is important that we are provided with an adequate level of information and supporting documentation throughout the term of the engagement including but not limited to: source of funds, income levels, and an account holder or attorney-in-fact’s authority to act on behalf of the account, among other information that may be necessary for our services. The information and/or financial statements provided to us need to be accurate. Our firm may, but is not obligated to, verify the information that has been provided to us which will then be used in the advisory process.

Portfolio Management
Our proprietary investment process involves the exclusion of many securities on moral grounds. You have the right to request additional exclusions in order to ensure that your assets are fully aligned with your personal ethics. However, we prefer to be notified of such exclusions at the outset of our engagement. Changes made after implementation may create tax liabilities that we would prefer to help you avoid.

Our portfolio strategies and recommended investments are discussed in Item 8, and we manage portfolios on a discretionary basis (see Item 16). Portfolios we manage are rebalanced monthly or quarterly to ensure that the weightings of each security reflect the output of the analytical processes described in Item 8.

We manage portfolios in a nondiscretionary fashion on a limited basis. We do not offer an investment program involving wrapped (bundled) fees.

Periodic and/or Ad-Hoc Reviews

We encourage our clients to schedule reviews of their account and life situation once a year if practical. These reviews are conducted by Sloane Ortel, and are typically aimed at ensuring that the client’s asset allocation aligns with their willingness and ability to bear risk.

Performance Reports

At a client’s request, we can generate performance reports that show time-weighted returns of an account, the total returns of an applicable benchmark, and a graphical representation of their relative performance. These can be generated and e-mailed automatically at monthly, quarterly, or annual intervals depending on a client’s preference.

Educational Workshops
From time-to-time we present in-person educational workshops involving personal finance and investing. Topics include issues related to retirement strategies, general investing, and various current economic or investment topics.

Our workshops are educational in nature and do not involve the solicitation of investment products, nor do our general sessions offer specific advice to attendees. These sessions will occasionally be made available over the internet through our youtube channel, social media presence, email newsletters, and other communications channels if event sponsors permit us to share a video.

Outsourced Industry Service Provider
Ethical Capital develops investment strategies and model portfolios for institutional clients (i.e., other registered investment advisers), as well as media content creation services and strategic financial guidance to various investment advisers, exchanges, industry associations, and start-ups.

Sub-Advisory Services

Upon engagement by another registered investment adviser, (“Primary Adviser”), Ethical Capital provides sub-advisory services to all or a portion of the Primary Adviser’s customers’ assets through various model portfolio marketplaces. The portfolios available through these model portfolio marketplaces are the same as the ones we make available directly to clients.

4.C. Customization

Ethical Capital typically customizes its portfolios to suit client risk tolerances by combining our strategies to add diversification or generate additional income. We are also generally able to honor reasonable restrictions on the types of securities that are included in the account to suit our clients’ inclinations.

4. D. Wrap Fee Programs

We do not participate in any wrap fee programs.

4. E. Client assets

As of January 13th, 2025, our firm managed $2,607,227. on a discretionary basis for 74 client households.

6 Item 5.A - Fees and Compensation

Forms of payment are based on the types of services being provided, term of service, etc., and will be stated in your engagement agreement with our firm. Our published fees are negotiable, and we reserve the option to discount our fee for pre-existing clients and those who are experiencing hardships.

We do not require a minimum account size to open and maintain an investment account, nor do we assess account opening and/or administration fees to initiate our portfolio management services. For the benefit of discounting our asset-based fee, we will aggregate accounts for the same household that we manage. Our fee schedule is constructed on a straight tier; all accounts are charged a single percentage rate that declines as asset levels increase.

Portfolio Management

At the beginning of each calendar quarter, our portfolio management clients pay our firm an asset-based fee based on an annualized rate as indicated in the following fee table (quarterly, in advance).

The fee is determined by the market value of account assets calculated on the last market day of each prior quarter-end, then multiplying that quotient by the applicable number of basis points set forth in the fee table (one basis point equals 1/100 of one percent). The result is then divided by four to determine the quarterly fee.

Formula: ((quarter-end market value) x (applicable number of basis points)) ÷ 4

Assets Under Management	Annualized Asset-Based Fee	Quarterly Asset-Based Fee
$0 - $Ꝏ (infinity)	1.00% (100 basis points)	.25%

Example: A portfolio under our firm’s management at our custodian maintaining $1,000,000 as of the last market day of the prior quarter’s end will be assessed $2,500 that is due at the beginning of the quarter (quarterly, in advance). Formula: ($1,000,000 x 100 bps) = $10,000 ÷ 4 = $2,500.

While portfolios contain widely traded securities, in the rare absence of a reportable market value our firm may seek a third-party opinion from a recognized industry source (e.g., unaffiliated public accounting firm), and our clients may choose to separately seek such an opinion at their own expense as to the valuation of “hard-to-price” securities if they believe it to be necessary.

Educational Workshops
While some of our educational workshops may be complimentary, other events are paid for by a sponsor (e.g., employer, association, non-profit, etc.). Our workshop fee ranges from $100 to $3,000. The fee will be announced in advance of the workshop and will be determined by the length of the event, the number and expertise of the presenters involved, in addition to whether educational materials are provided. Payment is due prior to the first session. We will provide an invoice at the time of our payment request.

Outsourced Services
In certain cases, we provide our outsourced services for a fixed fee that ranges from $10,000 to $85,000 per year depending on the complexity of the engagement. The fee is to be paid in equal monthly installments and is due within the first 10 calendar days of each month. We will prorate the first month’s fee, if necessary, based on the number of days remaining in the month. Our firm will send its invoice to the client each billing period that describes the fee that is due for our firm’s outsourced services. The invoice will include the total fee assessed, covered time period, any calculation formula utilized.

Sub-Advisory Services

If Ethical Capital has been engaged as a sub-advisor, an annual fee will be assessed based on a percentage of the value of the assets that are sub-advised (“Sub-advisory fee”). Fees are payable quarterly in advance according to the following schedule:

Formula: ((quarter-end market value) x (applicable number of basis points)) ÷ 4

Assets Under Management	Annualized Asset-Based Fee	Quarterly Asset-Based Fee
$0 - $Ꝏ (infinity)	.50% (50 basis points)	.125%

5.B. Fee Payment Methods
Portfolio Management

Our firm does not accept cash, money orders or similar forms of payment for its portfolio management engagements. Fees are to be paid by withdrawal from your investment account held at your custodian of record. Payment requests for our advisory fees will be preceded by our invoice, and fees paid to our firm will be noted in your account statement that you receive from your custodian.

The first billing cycle will begin once your engagement agreement is executed with our firm and assets have settled into your account held by the custodian of record. Advisory fees for partial quarters will be prorated based on the remaining days in the reporting period in which our firm services the account. Fee payments will generally be assessed within the first 10 calendar days of each billing cycle.

Our firm will send you and the custodian of record a written invoice (notice) each billing period that describes the advisory fees to be deducted from the account at our firm’s request. The itemized invoice will include the total fee assessed, the formula used to calculate the fee, the time period covered by the fee, and the amount of assets under management on which the fee was based.

Your written authorization is required in order for the custodian of record to deduct advisory fees from your account. By signing our firm’s engagement agreement, as well as the custodian’s account documents, you will be authorizing the custodian to withdraw our advisory fee and any brokerage transaction fees from your account. The custodian will remit our fees directly to our firm. Fees deducted from your account will be noted on statements that you will receive directly from your custodian of record.¹ We encourage you to review the accuracy of our fee calculations; custodians do not verify the accuracy of advisory fee assessments for an account. Alternatively, you may request to directly pay our advisory firm its investment management fee in lieu of having the advisory fee withdrawn from your investment account. Our valuation assessment will remain the same as described above, and your direct payment must be received by our firm within 10 days of our invoice.

Ethical Capital will not be entitled to cash or other client assets held by the custodian of record except those monies owed to our firm in connection with its services as earlier described. Subject to the custodian’s fee debit procedures, advisory fees will be payable first from free credit balances, if any, in the account(s) as designated and, second, from the liquidation of any money market funds. If such assets are insufficient to satisfy payment of the advisory fees, our clients’ will authorize the firm (subject to suitability guidelines) to instruct the custodian to liquidate a portion of any asset in the applicable account to cover the advisory fee.

Educational Workshops
50% of agreed upon fees for educational workshops are payable in advance of the event, with an additional 50% payable upon delivery of the seminar. Payment may be made by bank transfer, check, or an alternative method of payment described in the event contract.

Outsourced Services
Fees for outsourced services are to be paid in equal monthly or quarterly installments and are due within the first 10 calendar days of each month. We will prorate the first month’s fee, if necessary, based on the number of days remaining in the month.

Sub-Advisory Services

Sub-advisory fees are to be paid by withdrawal from the client’s account through the relevant model portfolio marketplace. Fees are payable quarterly in advance.

Termination of Services
Either party may terminate the agreement at any time by communicating the intent to terminate in writing.

Our firm will not be responsible for investment allocation, advice, or transactional services (except for limited closing transactions) upon receipt of a termination notice. It will also be necessary that we inform the custodian of record..

If a client of our firm does not receive our Form ADV Part 2 firm brochure at least 48 hours prior to entering into our firm’s agreement, then that client will have the right to terminate the engagement without penalty within five business days after entering into the contract. Our firm will return any prepaid, unearned fees within 30 calendar days of the firm’s receipt of termination notice.

A client engaging our firm for portfolio management services who terminates their agreement after the five business-day rescission period will be assessed fees on a prorated basis for services incurred from either (i) as a new client, the date of the engagement to the date of the firm’s receipt of the written notice of termination, or (ii) all other accounts, the last billing period to the date of the firm’s physical or constructive receipt of written termination notice.

If an educational workshop sponsor cancels within 24 hours of the first session, fees are normally not subject to a refund due to operational costs borne by our firm, but we will typically credit the fee toward a future educational session presented by our firm.

A client engaging our firm for its outsourced services who terminates their agreement after the five-day period will be assessed fees on a prorated daily basis for services incurred from either (i) as a new client, the date of the engagement to the date of the firm’s receipt of the written notice of termination, or (ii) all other accounts, the last billing period to the date of the firm’s physical or constructive receipt of written termination notice.

Additional Client Fees
Fees paid by our clients to our firm for our advisory services are separate from any internal fees or charges an investor pays for mutual funds, American depositary receipts (ADRs), exchange-traded funds (ETFs), exchange-traded notes (ETNs), or other similar investments.

Any transactional (brokerage fees) or similar service fees, individual retirement account fees, qualified retirement plan fees, account termination fees, or wire transfer fees will be borne by the client per the custodian of record’s separate fee schedule.

We provide our clients with a copy of our custodian’s fee schedule at the beginning of the engagement, and they will be notified of any future changes to those fees by the custodian of record. Additional information about our fees in relationship to our brokerage practices are noted in Item 12.

External Compensation Involving Transactions
Our firm does not charge or receive a commission or a mark-up on securities transactions, nor will the firm or an associate be paid a commission on the purchase of a securities holding that is recommended to a client.

We do not receive “trails” or SEC Rule 12b-1 fees from an investment company that may be recommended to a client. Fees charged by such issuers are detailed in prospectuses or product descriptions and interested clients are encouraged to read these documents before investing. Our firm receives none of these described or similar fees or charges.

Clients retain the right to purchase recommended or similar investments through a service provider of their choice (i.e., brokers, agents, etc.).

Retirement Plan Rollovers
If you desire to complete a rollover from your employer’s retirement plan, after an analysis of your situation and review of plan documents, we will evaluate a variety of factors including (but not limited to) the following:

• Are there alternatives to the employer plan rollover, including leaving the money in an employer’s retirement plan (if permitted)?
  
• Does the employer currently pay for some or all the plan’s administrative expenses?
  
• If there are increased costs, what long-term impacts might they create?
  
• Is the rollover appropriate notwithstanding any additional costs?
  
• Is the impact of economically significant investment features such as surrender schedules and index annuity cap and participation rates (such as in an employer-sponsored 403(b) plan account) material?
  
• What are the different levels of services and investments available under the employer plan and the rollover IRA?
  
• What are the fees and expenses associated with both the employer’s plan and the rollover IRA?

7 Item 6 - Performance-Based Fees and Side-By-Side Management

Our firm’s advisory fees will not be based on a share of capital gains or capital appreciation (growth) of any portion of managed funds also known as performance-based fees. Our fees will also not be based on side-by-side management, which refers to a firm simultaneously managing accounts that do pay performance-based fees (such as a hedge fund) and those that do not.

8 Item 7 - Types of Clients

Ethical Capital provides its services to individuals and high net worth individuals, small business, other registered investment advisers, and other ancillary organizations supporting the securities industry (e.g., professional associations, etc.).

We do not require minimum income, minimum asset levels or other similar preconditions for our services. Our firm reserves the right to decline services to any prospective client for any nondiscriminatory reason.

9 Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss {#item-8—methods-of-analysis,-investment-strategies,-and-risk-of-loss}

Methods of Analysis
We begin our investment process with top-down removal of securities that do not meet our proprietary guidelines for exclusion from the Ethical Capital Viable Universe or our liquidity requirements.

This removes companies that commodify animal lives in a variety of ways, as well as heavy carbon emitters, weapons manufacturers, alcohol, tobacco, gambling companies, and other firms that do not meet our standards for planet-aligned products and corporate conduct.

We then employ a wide range of situation-specific analytical techniques to identify securities for our proprietary plant-based portfolios. These include:

• Asset allocation,
  
• Carbon footprint analysis,
  
• Credit analysis,
  
• Community impact analysis,
  
• Governance and management evaluation,
  
• Momentum capture,
  
• News analysis,
  
• Psychological profiling,
  
• Scenario planning,
  
• Sector analysis,
  
• Sum-of-the-parts valuation, and
  
• Technical analysis.

To conduct this research, we draw on sources that include:

• Activist groups,
  
• “Alternative” data providers,
  
• Corporate rating services,
  
• Community leaders,
  
• Company press releases and annual reports,
  
• Financial periodicals,
  
• Market data,
  
• Regulatory filings (i.e., prospectus, financial filings, etc.),
  
• Research reports from economists and other industry professionals,
  
• Inspections of corporate activities, and
  
• Trade/labor unions.

Investment Strategies
We manage four distinct investment strategies:

• Ethical Growth: Our flagship strategy, Ethical Growth is managed for long-term capital appreciation by selecting the most compelling securities in our research universe regardless of expected statistical volatility. Overall exposures are managed to ensure that the weighting of each individual security will not exceed 25%
  
• Ethical Income: Our ethical income strategy is designed to manifest positive impact in the real world while generating current income and preserving the value of capital invested.
  
• Diversification: Our diversification strategy is designed to complement the ethical growth strategy. It is composed of closed-end funds, mutual funds, ETFs, and other externally managed investment vehicles that provide added diversification.

Portfolios that we design and manage may contain holdings that include mutual funds, closed-end funds (CEFs), ETFs, ETNs, equities, warrants, preferred stocks, Level 1 options, American Depository Receipts (ADRs) and real estate investment trusts (REITs).

Risk of Loss
Our firm believes its strategies and investment recommendations are designed to produce the appropriate potential return for the given level of risk; however, there is no guarantee that a planning goal or investment objective will be achieved. Past performance is not necessarily indicative of future results. Investing in securities involves risk of loss that clients should be prepared to bear.

While the following list is not exhaustive, we have enumerated key examples of such risks in the following paragraphs. It is important that clients review and consider each prior to investing.

Active Management
A portfolio that employs active portfolio management strategies could outperform or underperform various benchmarks or other strategies. In an effort to meet or surpass these benchmarks, active portfolio management might require more frequent trading or “turnover.” This results in shorter holding periods, higher transactional costs and/or taxable events generally borne by the client, thereby potentially reducing or negating certain benefits of active asset management including returns achieved.

Catastrophic Risk
Natural or man-made catastrophes can disrupt financial markets and impact securities prices. Examples include terrorist attacks, natural disasters, war, etc. Investment companies can use “exigent circumstances” or “force majeure” as a defense against claims of loss by investors.

Company Risk
When investing in securities, such as stocks, there is always a certain level of company or industry-specific risk that is inherent to each company or issuer. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. This is also referred to as unsystematic risk and can be reduced or mitigated through diversification. 

Currency Risk
The risk of loss from fluctuating foreign exchange rates when a portfolio has exposure to foreign currency or in foreign currency traded investments is known as currency risk.

Equity (Stock) Risk
Common stocks are susceptible to general stock market fluctuations and to volatile increases or decreases in value as market confidence in and perceptions of their issuers change. If an investor held common stock or common stock equivalents of any given issuer, these instruments may be exposed to greater risk than if the investor held preferred stocks and debt obligations of the issuer.

Preferred stocks can be affected by interest rate and liquidity risks (described in adjacent paragraphs). Also note that preferred stock dividend payments are not guaranteed; some are subject to a call provision, meaning the issuer can redeem its preferred shares on demand, and usually when interest rates have fallen.

ESG Risk
Our portfolio construction methods are predicated on our ability to make accurate assessments of whether a company’s practices are aligned with the ethical principles that we use to determine our investable universe. Such determinations are necessarily based on the use of nonfinancial, nonstandardized, and unstructured data which is prone to gaps in coverage, inconsistent calculation methods, and “greenwashing” by company management.

As a result, our techniques, analyses, and assessments may miss material ethical issues, leading the portfolio to temporarily hold securities that are inconsistent with established ethical criteria. We may also inaccurately exclude a security from our investable universe based on these incomplete or inaccurate data, which may lead to overlooking a potentially attractive investment opportunity which would have been permissible under our ethical covenant.

Additionally, the composition of an ESG focused portfolio could differ significantly from its index in terms of sector composition, company weightings, and industry exposure. This could cause the portfolio to underperform portfolios that are not constructed with a similar focus.

ETFs/ETNs
Exchange-traded funds and exchange-traded note risks include risks due to their underlying securities (e.g., stocks, bonds, derivatives, etc.), and can be affected by risks such as market, currency, credit, political, interest rate, etc., that are described in adjacent paragraphs.

The liquidity of the underlying stocks in the index can affect their liquidity. Liquidity risk can result from an insufficient number of “active participants” performing their duties as intermediaries and liquidity providers in the market. “Spread risk” may also occur, which is the difference between the bid and the ask price of a security. Since ETF/ETN transactions are priced throughout the day and are traded on the exchanges like stocks, widening spreads may occur and have an impact on certain portfolios or transactions.

As with any security, if the ETF/ETN “fails,” the investor may lose their gains and invested principal. ETFs and ETNs can carry additional expenses based on their share of operating expenses and certain brokerage fees. Some ETFs and ETNs have the potential to be affected by “active risk;” a deviation from its stated index.

Financial Risk
Excessive borrowing to finance a business operation increases profitability risk because the company must meet the terms of its obligations in good times and bad. This activity can also be defined as “leverage” (or leverage risk). During periods of financial stress, the inability to meet loan obligations can result in bankruptcy and/or a declining market value.

Financial Sector Risk
Performance of companies in the financial sector may be adversely impacted by many factors, including, among others, government regulations, economic conditions, credit rating downgrades, changes in interest rates, and decreased liquidity in credit markets. The impact of more stringent capital requirements, recent or future regulation of any individual financial company, or recent or future regulation of the financial sector as a whole cannot be predicted. In recent years, cyber-attacks and technology malfunctions have become increasingly frequent in this sector and have caused significant losses to companies in this sector, which may negatively impact an account.

Foreign Securities Risk
Investments in securities of foreign companies (including direct investments as well as investments through ADRs) can be more volatile than investments in U.S. companies. Diplomatic, political, or economic developments, including nationalization or appropriation, could affect investments in foreign companies. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets. In addition, the value of securities denominated in foreign currencies, and of dividends from these securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar.

Financial statements of foreign issuers are governed by different accounting, auditing, and financial reporting standards than the financial statements of U.S. issuers and may be less transparent and uniform than in the United States. Thus, there may be less information publicly available about foreign issuers than about most U.S. issuers. Transaction costs generally are higher than those in the United States and expenses for custodial arrangements of foreign securities may be somewhat greater than typical expenses for custodial arrangements of similar U.S. securities.

Some foreign governments levy withholding taxes against dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non-recovered portion will reduce the income received from the securities comprising an account’s portfolio.

Fundamental Analysis
The challenge involving fundamental analysis is that information obtained may be incorrect; the analysis may not provide an accurate estimate of earnings, which may be the basis for a security’s value. If analytical processes are informed by incorrect information, a fundamental analysis may result in unfavorable performance.

Gearing Ratios
Gearing ratios are financial ratios that compare some form of owner equity (or capital) to debt, or funds borrowed by a company. “Gearing” is a measurement of the entity’s financial leverage, and demonstrates the degree to which a firm’s activities are funded by its shareholders’ funds versus creditors’ funds.

The gearing ratio is a measure of financial leverage that demonstrates the degree to which a firm’s operations are funded by equity capital versus debt financing. Gearing ratios have more meaning when they are compared against the gearing ratios of other companies in the same industry.

Inflation Risk
Also called purchasing power risk; the chance that the cash flows from an investment will not be worth as much in the future because of changes in purchasing power due to inflation.

Information Technology Sector Risk
Information technology companies face intense competition, both domestically and internationally, which may have an adverse effect on profit margins. As with other technology companies, information technology companies may have limited product lines, markets, financial resources, or personnel.

The products of information technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, and competition for the services of qualified personnel. Companies in the information technology sector are heavily dependent on patent and intellectual property rights. The loss or impairment of these rights may adversely affect the profitability of these companies.

Interest Rate Risk
The risk that the value of the fixed income or similar holding will decrease because of an increase in interest rates.

Liquidity Risk
The inability to readily buy or sell an investment for a price close to the true underlying value of the asset due to a lack of buyers or sellers. For example, while certain types of fixed income instruments are generally liquid (e.g., bonds), there are risks that occur, such as when an issue trading in any given period does not readily support “buys and sells” at an efficient price. Conversely, when trading volume is high, there is also a risk of not being able to purchase a particular issue at the desired price. 

Macroeconomic Risk  
Macroeconomic risk derives from the behavior of industries and governments and the relationships between them rather than from individual companies. It concerns fiscal and monetary policies, trade and investment flows and political developments on a national and international scale. Business cycles, depressions, inflation, unemployment, interest rates, valuations, prices, and imports/exports volumes are all unpredictable and can lower or destroy investment portfolios.

Central banks and governments often resort to inflationary policies and excessive fiat currency issuance through borrowing and printing. These macroeconomic maneuvers may possibly support or increase the nominal value of investment assets short term but lead to inflation and asset bubbles and later crashes.

Market Risk
This is also called systematic risk. In cases where markets are under extreme duress, many securities lose their ability to provide diversification benefits. This is called systemic risk.

Money Market Funds
A money market fund is managed to maintain a stable net asset value (NAV) of $1 per share, the value of the fund may fluctuate, and you could lose money (termed “breaking the buck”). Money market funds are a type of mutual fund investing in high-quality, short-term debt securities, pays dividends that generally reflect short-term interest rates and seeks to maintain a stable NAV per share (typically $1). An investment in a money market mutual fund is not insured or guaranteed by the Federal Deposit Insurance Corporation, National Credit Union Association, or any government agency.

Mutual Funds
As with ETFs and ETNs, the risk of owning a mutual fund is reflected in the underlying security(ies). Mutual funds are affected by risks such as market, interest rate, currency, credit, political, active risk, etc., as described in adjacent paragraphs.

It is important to note that even “conservative” funds, such as a money market fund or fixed income fund, can and have lost their value below the principal amount invested. Mutual funds typically carry additional expenses based on their share of operating expenses and trading (brokerage) fees, which may result in the potential duplication of certain fees paid by the investor. Indexed mutual funds can also be adversely affected by “QDI ratios” that are described in the following paragraph.

There are essentially nine main types of mutual fund shares classes, as well as sub-classes for some of these. Some open and closed-ended funds are sold through brokerage firms and assess a commission (“load) in addition to their underlying fees earlier noted, while others are offered through investment advisers, retirement plans and other institutions. “No load” funds are also available to the public through brokerage firms, and they usually incur trading (brokerage) fees. If a client chooses to purchase a mutual fund on their own through a broker/dealer, they should consider the trading fees, internal operating costs, as well as potential commissions they pay through that executing firm.

Our firm is not a broker/dealer and (per Items 5 and 10 of this brochure) and does not recommend nor is compensated by “loaded” funds.

Operational Risk
The potential for loss resulting from inadequate or failed internal processes, systems, actions of people, or external events. Many industries institute policies and procedures to respond and initiate alternative or supporting operations following a significant business disruption, while others do not. The level of operational risk and appropriate response are not uniform in definition, requirement, or measurement, including within the financial services sector.

Options Risk
The firm’s strategy may involve covered calls and protected puts for downside hedging. Risks involving options trading are detailed in the Chicago Board Options Exchange’s “The Characteristics and Risks of Standardized Options” brochure that we will provide to the client upon request or may be found at their website at: http://www.cboe.com.

Political Risk
The risk of financial and market loss because of political decisions or disruptions in a particular country or region; also known as “geopolitical risk.”

Qualified Dividend Income Ratios
While ETFs/ETNs and mutual funds are known for their potential tax-efficiency and higher “qualified dividend income” (QDI) percentages, there are asset classes within these investment vehicles or holding periods that do not benefit. Shorter holding periods, as well as commodities and currencies (possible underlying holding of an ETF, ETN or mutual fund), may be considered “non-qualified” under certain tax code provisions. We consider a holding’s QDI when tax-efficiency is an important aspect of the client’s portfolio.

Regional Event Risk
Events such as political upheaval, financial troubles, or natural disasters will adversely affect the value of securities issued in the affected areas. The combination of climate change, political polarization, and deep social inequality could exacerbate these stresses wherever in the world they may occur. This may be further magnified by the nature of global investing, since certain international markets may be substantially more volatile and less liquid than domestic securities. Because registered investment company securities (e.g., a mutual fund) may invest a large portion of their assets in securities located in any one country or region, its performance may be hurt disproportionately by the poor performance of its investments in that area.

REIT Risks
REIT risks include (i) following the sale or distribution of assets an investor could receive less than their principal invested, (ii) fluctuations involving the value of the assets within the REIT, (iii) a reliance on the investment manager to select and manage assets, (iv) changes in interest rates, laws, operating expenses, and insurance costs, (v) tenant turnover, and (iv) the impact of current market conditions.

Research Data
When research and analyses are based on commercially available software, rating services, general market and financial information, or due diligence reviews, a firm is relying on the accuracy and validity of the information or capabilities provided by selected vendors, rating services, market data, and the issuers themselves.

Small- and Mid-Capitalization Company Risk
The small- and mid-capitalization companies in which an account may invest may be more vulnerable to adverse business or economic events than larger, more established companies. In particular, investments in these small- and mid-sized companies may pose additional risks, including liquidity risk, because these companies tend to have limited product lines, markets and financial resources, and may depend upon a relatively small management group. Small- and mid-cap stocks, therefore, may be more volatile than those of larger companies. These securities may be traded over-the-counter (OTC) or listed on an exchange.

Sequence of Return Risk
The risk of receiving lower or negative returns due to early withdrawals from an investment account.

Settlement Risk 
Also called delivery risk. The risk that one party will fail to deliver the terms of an investment contract with another party (contra-party) at the time of settlement. Settlement risk can be a risk associated with default, along with any timing differences in a settlement between the two parties.

Socio-Political Risk
The risk of instability in a region due to war, terrorism, pandemics, etc., that might affect investment markets.

Technical Analysis Risk
The risk of investing based on technical analysis is that they may not consistently predict a future price movement; the current price of a security may reflect all known information. A change in the market price of a security may follow a random pattern and may not be as predictable as desired. This may occur due to analyst bias or misinterpretation, a sector analysis error, late recognition of a trend, etc.

Warrants
The leverage and gearing (earlier described) that warrants offer can be high and can be to an investor’s disadvantage. The value of the certificate can drop to zero and, if it happens before it is exercised, the warrant could lose any of its redemption value. In addition, a warrant holder has no voting, shareholder, or dividend rights and therefore has no say in the functioning of the company, even though they are affected by the decisions and policies of that company and its management.

10 Item 9 - Disciplinary Information

Neither the firm nor its management has been involved in any criminal or civil action in a domestic, foreign, or military jurisdiction, an administrative enforcement action, or self-regulatory organization proceeding that would reflect poorly upon our offering advisory business or its integrity.

11 Item 10 - Other Financial Industry Activities and Affiliations

Our firm and its management are not registered nor have an application pending to register as a Financial Industry Regulatory Authority (FINRA) or National Futures Association (NFA) member firm or associated person of such a firm. We are not required to be registered with such entities, nor do they supervise our firm and its activities. Neither the firm nor its management is or has a material relationship with any of the following types of entities:

• Accountant or accounting firm,
  
• Bank, credit union, or thrift institution, or their separately identifiable departments or divisions,
  
• Financial planning firms or individual financial planners,
  
• Insurance companies or agencies,
  
• Issuers of a security, to include investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company, or “hedge fund,” and offshore fund)
  
• Lawyers or law firms,
  
• Pension consultants,
  
• Real estate brokers, dealers, or advisers,
  
• Sponsors or syndicators of limited partnerships, or
  
• Trust companies.

Ethical Capital offers investment advisory services through the custodial platform offered by Altruist Financial LLC (“Altruist”), a self-clearing broker-dealer. Ethical Capital’s clients establish brokerage accounts through Altruist. Ethical Capital maintains an institutional relationship with Altruist whereby Altruist provides certain benefits to Ethical Capital, including a fully digital account opening process, a variety of available investments, and integration with software tools that can benefit Ethical Capital and its clients.

The firm also participates in the Altruist Match program of Altruist LLC, an SEC-registered investment adviser and affiliate of Altruist Financial LLC. The Altruist Match program allows prospective clients to screen and identify participating investment advisers based on criteria specified by the prospective client. The firm pays Altruist LLC compensation equal to the greater of twenty percent (20%) of any revenue received by the firm from a matched client’s household and $100 (one hundred dollars) annually. The firm is obligated to pay Altruist a termination fee if we transfer client assets off the Altruist platform within five years of a matched client becoming a client of the firm. This presents a conflict of interest for our firm in connection with any advice or recommendation to a client on whether the client should remain on the Altruist platform.

Ethical Capital clients must establish accounts with a “qualified custodian” for brokerage, custody and execution services. Until April 20th, 2023, our clients established brokerage accounts with Apex Clearing Corporation as custodian, through Altruist Financial LLC (“Altruist”) as introducing broker. After April 20th, 2023 clients will establish brokerage accounts directly with Altruist LLC.

Our firm maintains an institutional relationship with Altruist whereby Altruist provides certain benefits to the firm (“Support Services”). Altruist pays for or reimburses our firm for the costs of certain technology solutions to help facilitate our practices and to streamline the firm’s operations. The payments may be substantial and are based on our clients adding and/or transferring to and maintaining a certain amount (currently five million dollars ($5,000,000)) in assets on Altruist’s platform. The benefits provided to or on behalf of our firm will not directly benefit client accounts. The fees our firm charges will not be reduced by the value of the Support Services we receive. The benefits provided to or on behalf of our firm are compensation to the firm in connection with providing advice to clients and therefore should be considered in assessing the reasonableness of the compensation arrangement between our firm and clients. Access to such economic benefits creates a financial incentive for our firm to maintain client accounts through Altruist as introducing broker and Apex Clearing Corporation as custodian which results in a conflict of interest in connection with any advice or recommendation to a client on whether the client should remain on the altruist platform.

12 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading {#item-11—code-of-ethics,-participation-or-interest-in-client-transactions-and-personal-trading}

Ethical Capital is a fiduciary; we will act in the utmost good faith, performing in a manner believed to be in the best interest of our clients.

We believe that our business methodologies, ethics rules, and adopted policies are designed to eliminate or at least minimize material conflicts of interest, and to appropriately manage any material conflicts of interest that may remain.

It is important to point out that no set of rules can anticipate or relieve all material conflicts of interest. Our firm will disclose to its advisory clients any material conflict of interest relating to the firm which could reasonably be expected to impair the rendering of unbiased and objective advice.

Code of Ethics
We have adopted a Code of Ethics that establishes policies for ethical conduct for our personnel. Our firm accepts the obligation not only to comply with all applicable laws and regulations but also to act in an ethical and professionally responsible manner in all professional services and activities.

At a high level, firm policies require that all staff:

• Act in a professional and ethical manner at all times,
  
• Act for the benefit of clients,
  
• Act with independence and objectivity,
  
• Act with skill, competence, and diligence,
  
• Communicate with clients in a timely and accurate manner, and
  
• Uphold the applicable rules governing capital markets.

We periodically review and amend our Code of Ethics to ensure that they remain current and consistent with industry best practices, and we require firm personnel to annually attest to their understanding of and adherence to the firm’s Code of Ethics.

A copy of the firm’s Code of Ethics is made available to any client or prospective client upon request.

Privacy Policy Statement
We respect the privacy of all clients and prospective clients (collectively termed “customers” per federal guidelines), both past and present. It is recognized that clients have entrusted our firm with non-public personal information, and it is important that both access persons and customers are aware of firm policy concerning what may be done with that information.

The firm collects personal information about customers from the following sources:

• Information provided to us to complete their plan or investment recommendation,
  
• Information provided via engagement agreements and other documents completed in connection with the opening and maintenance of an account,
  
• Information customers provide verbally, and
  
• Information received from service providers, such as custodians, about client transactions.

The firm does not disclose nonpublic personal information about our customers to anyone, except in the following circumstances:

• When required to provide services our customers have requested,
  
• When our customers have specifically authorized us to do so,
  
• When required during the course of a firm assessment (i.e., independent audit), or
  
• When permitted or required by law (i.e., periodic regulatory examination).

To ensure security and confidentiality, the firm maintains physical, electronic, and procedural safeguards to protect the privacy of customer information.

Within the firm, access to customer information is restricted to personnel that need to know that information. All access persons and service providers understand that everything handled in firm offices is confidential and they are instructed not to discuss customer information with someone else that may request information about an account unless they are specifically authorized in writing by the customer to do so. This includes providing information about a family member’s account to a relative.

Our firm will provide its customers with its privacy policy on an annual basis and at any time, in advance, if firm privacy policies are expected to change.

Firm Recommendations and Conflicts of Interest
Ethical Capital and its staff are prohibited from borrowing from or lending to a client unless the client is an approved financial lending institution.

Our firm is not authorized to recommend to a client, or effect a transaction for a client, involving any security in which our firm or a “related person” (employees, their immediate family members, etc.) has a material financial interest, such as in the capacity as an underwriter, adviser to the issuer, etc.

Our firm and its related persons may buy or sell securities that are the same as, similar to, or different from, those we recommend to clients for their accounts. A recommendation made to one client may be different in nature or in timing from a recommendation made to a different client. Clients often have different objectives and risk tolerances. At no time will our firm or any related party receive preferential treatment over our clients.

We mitigate this conflict by ensuring that we have policies and procedures in place to ensure that the firm or a related person will not receive preferential treatment over a client. In order to reduce or eliminate certain conflicts of interest involving personal trading (e.g., trading ahead of client recommendations or trades, not acting on “inside information,” etc.), firm policy requires that we restrict or prohibit certain related parties’ transactions. Any exceptions must be approved in writing by our Chief Compliance Officer, and personal trading accounts are reviewed on a quarterly or more frequent basis. Please refer to Item 6 of the accompanying Form ADV Part 2B for further details.

13

14 Item 12 - Brokerage Practices

Factors Used to Select Broker/Dealers for Client Transactions
Client accounts are separately maintained by a qualified, independent custodian (i.e., broker/dealer, futures commission merchant, trust company or national bank) that is frequently reviewed for its capabilities to serve in that capacity by their respective industry regulatory authority.

Our firm is not a custodian or broker/dealer, and there is not an affiliate of our firm that is a custodian or broker/dealer, nor do they supervise our firm or its activities. We do not receive referrals from a custodian or broker/dealer, nor would we consider client referrals as a factor in our recommendation of a custodian or broker/dealer.

Our clients may open or maintain their accounts at their current custodian/service provider. If the client prefers a new custodian/service provider, a recommendation may be made by our firm that is based on client need, overall costs, ease of use, and following our review of the recommended provider.

As noted in Item 10, we prefer that our clients use the brokerage services provided through Altruist Financial LLC (“Altruist”), an introducing broker/dealer that clears on a fully disclosed basis through Apex Clearing Corporation (“Apex”); FINRA and SIPC ² member firms.

Apex also serves as custodian of record for our clients. Our firm is independently owned and operated and is not legally affiliated with our “custodians.” ³ While we recommend that you use our preferred custodians, you will decide whether to do so and will open your account with them by entering into an account agreement directly with them. We do not technically open the account for you, although we will assist you in doing so.

If you do not wish to place your investment assets with our preferred custodians, we may be able to serve as investment adviser with another custodian of your choice (aka. “held-away” accounts), if the other custodian’s policies allow us to do so, requiring the execution of a third-party trading agreement.

Our custodians offer independent investment advisers like our firm various services which may include custody of securities, trade execution, clearance, and settlement of transactions, and in which our firm receives benefits from those custodians through our participation in their services offerings which will be described in further detail below.

These benefits may include the following types of products and services (provided either without cost or at a discount):

Research and Other Soft Dollar Benefits

Altruist LLC has arranged to make certain communications software available to our firm at no cost once our clients custody $5 million in assets on their platform. We currently pay for these services directly, and we may have an incentive to recommend Altruist LLC based on our interest in reaching the $5 million threshold and subsequently receiving the software free of charge that conflicts with our clients’ interest in receiving the best possible execution.

Altruist LLC also makes a modern online portal and mobile application available to our clients which facilitates account opening, handles deposits and withdrawals, shares relevant documentation, and makes up-to-date performance information readily available to our clients. We may have an incentive to recommend Altruist LLC based on our interest in using these practice management tools with our clients that conflicts with our clients’ interest in receiving the best possible execution.

Additionally, Altruist LLC facilitates the deduction of advisory fees directly from client accounts (per written client agreements), allows clients to access invoices for these fees, and streamlines the measurement of portfolio performance net and implementation of trades for accounts as small as $1. The desire to access these services streamlines our administrative processes and may produce an incentive to recommend Altruist LLC that conflicts with our clients’ interest in receiving the best possible execution. Similarly, the desire to serve less affluent client populations may produce an incentive to recommend Altruist LLC that conflicts with our clients’ interest in receiving the best possible execution.

We manage these conflicts of interest by ensuring that our affiliation with Altruist LLC creates a more modern, streamlined client experience than we would be able to provide through affiliation with alternative brokers, service providers, or a mix of both. We also ensure that our relationship with Altruist LLC does not cause our clients to pay commissions, markups, or markdowns that are higher than those charged by other broker-dealers in return for the aforementioned benefits.

Brokerage for Client Referrals

Through our participation in the Altruist match program described in Item 10, we may receive occasional client referrals from Altruist LLC. We may have an incentive to recommend Altruist LLC over competing broker/dealers based on our interest in receiving client referrals, and this may conflict with our clients’ interest in receiving the most favorable execution.

We have not yet received any client referrals, and as such are able to manage these conflicts of interest by ensuring that our participation in the Altruist Match program does not direct firm resources away from execution of our other key duties that directly benefit our current clients, such as investment research, client communications, and due diligence.

Directed Brokerage

Our internal policy and operational relationship with our custodians require client accounts custodied with them to have trades executed per their order routing requirements. We do not direct which executing broker should be selected for client account trades, whether that is an affiliate of our preferred custodian or another executing broker of our custodian’s choice.

As a result, the client may pay higher commissions or other transaction costs, experience greater spreads, or receive less favorable net prices on transactions than might otherwise be the case. In addition, since we routinely recommend a custodian to our advisory clients, and that custodian may choose to use the execution services of its broker affiliate for some or all our client account transactions, there is an inherent conflict of interest involving our recommendation since our advisory firm receives various products or services described above from that custodian.

Ethical Capital is not compensated for trade routing/order flow, we are not paid commissions on trades, nor do we receive interest on an account’s cash balance. Altruist and Apex however are compensated by some or all these methods which are disclosed in their respective account documents or customer notices.

Client accounts maintained at our preferred custodian under our account master are unable to direct brokerage. As a result, they may pay higher commissions or other transaction costs, potentially experience greater spreads, or receive less favorable net prices on transactions for their account than would otherwise be the case if they had the opportunity to direct brokerage.

For held-away accounts maintained at a custodian of the client’s choice, the client may choose to request that a particular broker be used to execute some or all account transactions. Under these circumstances, the client will be responsible for negotiating, in advance of each trade, the terms and/or arrangements involving their account with that broker, and whether the selected broker is affiliated with their custodian of record or not.

We will not be obligated to seek better execution services or prices from these other brokers, and we will be unable to aggregate transactions for execution via our custodian with other orders for accounts managed by our firm. As a result, the client may pay higher commissions or other transaction costs, potentially experience greater spreads, or receive less favorable net prices on transactions for their account than would otherwise be the case.

Our custodians may provide some of these services itself. In other cases, they may arrange for third-party vendors to provide the services to us. They may discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Certain tools, services or discounts made available to our firm by our custodians benefit our advisory firm but may not directly benefit each client account.

While our firm does not think these services are considered “brokerage or research services” under Section 28(e) of the Securities Exchange Act of 1934, certain jurisdictions where we serve client accounts believe they fall under this definition. The availability of these services benefits our firm because we do not have to produce or purchase them as long as clients maintain their assets at our preferred custodians.

There is an inherent conflict of interest since our firm has an incentive to select or recommend a custodian based on our firm’s interest in receiving these benefits rather than a client’s interest in receiving favorable trade execution. It is important to mention that the benefit received by our firm through participation in any custodian’s program does not depend on the amount of brokerage transactions directed to that custodian, and our selection of a custodian is primarily supported by the scope, quality, and cost of services provided as a whole, not just those services that benefit only our advisory firm.

Further, we will act in the best interest of our clients regardless of the custodian we may select.
Our firm conducts periodic assessments of any recommended service provider which generally involves a review of the range and quality of services, reasonableness of fees, among other items, in comparison to industry peers.

Best Execution
“Best execution” means the most favorable terms for a transaction based on all relevant factors, including those listed in the earlier paragraphs. We recognize our obligation in seeking best execution for our clients; however, it is our belief that the determinative factor is not always the lowest possible cost but whether the selected custodian’s transactions represent the best “qualitative execution” while taking into consideration the full range of services provided.

Our firm will seek services involving competitive rates, but it may not necessarily correlate to the lowest possible rate for each transaction. We have determined having our investment management clients’ accounts trades completed through our recommended custodians is consistent with our obligation to seek best execution of client trades. A review is regularly conducted regarding our recommending a custodian to clients and considering our duty to seek best execution.

Aggregating Securities Transactions
Trade aggregation involves the purchase or sale of the same security for several clients/accounts at approximately the same time. This may also be termed “blocked” or “batched” orders. Aggregated orders are attempted to obtain better execution, negotiate favorable transaction rates, or to allocate equitably among multiple client accounts should there be differences in prices, brokerage commissions or other transactional costs that might otherwise be unobtainable through separately placed orders.

Transaction charges and/or prices may vary due to account size and/or method of receipt. To the extent that the firm determines to aggregate client orders for the purchase or sale of securities, including securities in which a related person may invest, the firm will generally do so in accordance with the parameters set forth in SEC No Action Letter, SMC Capital, Inc. (publicly available September 5th, 1995) (https://www.sec.gov/divisions/investment/noaction/smccapital090595.htm), or similar guidance if the jurisdiction in which the client resides provides such direction. A copy of the referenced No Action Letter will be provided upon request.

When trade aggregation is not allowed or infeasible and necessitates individual transactions (e.g., withdrawal or liquidation requests, odd-lot trades, non-discretionary accounts, etc.), an account may potentially be assessed higher costs or less favorable prices than those where aggregation has occurred.

15 Item 13 - Review of Accounts

Scheduled Reviews
We encourage scheduled client-level portfolio reviews to occur on an annual basis whenever practical. Reviews are conducted by Ms. Ortel, our founder and Chief Compliance Officer, and typically involve analysis and possible revision of your previous investment allocation based on changes to your financial situation, a shift in your willingness to bear market risk, or a reduction in your ability to endure volatility.

Whether or not a direct conversation is scheduled between you and Ms. Ortel, Ethical Capital will review your account at least quarterly to ensure that no material divergence in performance due to is emerging between your account and other accounts we manage with similar mandates.

Interim Reviews
You should contact our firm for additional reviews when you anticipate or have experienced changes in your financial situation (i.e., changes in employment, an inheritance, the birth of a new child, etc.), or if you prefer to change requirements involving your account. Interim reviews are conducted by Sloane Ortel.

Client Reports
Whether you have opened and maintained an investment account on your own or with our assistance, you will receive account statements sent directly from mutual fund companies, transfer agents, custodians, or brokerage companies where your investments are held.

We urge you to carefully review these account statements for accuracy and clarity, and to ask questions when something is not clear.

Our portfolio management clients receive quarterly written performance reports in digital or printed format from our firm that have been generated from our custodians’ data systems. We do not create our own performance reports. Clients are reminded to carefully review and compare account statements provided by their custodian of record with any report they have received from any source containing investment performance information.

16 Item 14 - Client Referrals and Other Compensation

Please refer to Items 10 and 12 for additional information with respect to our offerings/services and the potential conflicts of interest they present. We do not engage in investment adviser solicitation activities. When we receive or offer an introduction to a client we do not pay or earn a referral fee, nor are there established quid pro quo arrangements. Each client has the right to accept or deny such referral or subsequent services.

We do not receive economic benefits from anyone who is not a client in exchange for providing investment advice or other advisory services to our clients.

We also do not directly or indirectly pay compensation to any person for client referrals, apart from through our participation in the Altruist Match program as described in items 10 and 12. Through that program, we agree to pay Altruist the greater of 20% of the annual management fee we generate from any accounts that are referred to us or $100 a year. We are also obligated to pay a termination fee of $100 if we transfer any clients referred through Altruist Match off of the Altruist platform within five years of the relationship commencing. This may create a conflict of interest, as transferring those clients’ assets off of the Altruist platform would create a direct cost for Ethical Capital.

17 Item 15 - Custody

Our clients’ accounts must be maintained by an unaffiliated, qualified custodian. Accounts are not to be maintained by our firm or any associate of our firm.

In keeping with this policy involving our clients’ funds or securities, our firm:

• Restricts the firm or an associate from serving as trustee or having general power of attorney over a client account;
  
• Does not accept or forward client securities (i.e., stock certificates) erroneously delivered to our firm;
  
• Prohibits the firm or an associate to have the client’s bank or investment account access information (i.e., passwords and user identification);
  
• Will not create a separate account statement or a client, nor be the sole recipient of a client’s account statement provided by the custodian of record;
  
• Does not collect advance fees of $500 or more for services that are to be performed six months or more into the future; and
  
• Prohibits employees from having authority to directly withdraw securities or cash assets from a client account. Although we may be deemed to have limited custody of an account since we may request the withdrawal of advisory fees from an account, we will do so only on the following terms as described in Item 5 and reemphasized below:
  • Our firm will possess written authorization from the client to deduct advisory fees from an account held by the custodian,
    
  • We will send the qualified custodian written notice of the amount of the fee to be deducted from the client’s account, and
    
  • Our firm will send the client an itemized invoice including any formulae used to calculate the fee, the time period covered by the fee, and the amount of assets under management on which the fee was based.

Your custodian of record will provide you with your investment account transaction confirmations and account statements, which will include debits and credits as well as our firm’s advisory fee for that period. Statements are provided to you on at least a quarterly basis or as transactions occur within your account.

Clients are reminded that if they receive a report from any source that includes investment performance information, they are urged to carefully review and compare the report with their account statements that they have received directly from their custodian of record.

18 Item 16 - Investment Discretion

We typically serve accounts on a discretionary basis. Via limited power of attorney, clients grant our firm the authority to implement investment decisions, such as the purchase or sale of a security on behalf of an account, without requiring the client’s prior authorization for each transaction in order to meet stated investment objectives. This authority will be provided by the client through the execution of both our engagement agreement and the custodian’s account opening documents. Note that the custodian will specifically limit our firm’s authority within an account to the placement of trade orders and our request for the deduction of our advisory fees.

Clients may place reasonable restrictions on securities included in their account, but may not place any limitations on our discretion to place trade orders or deduct advisory fees. If you have any concerns about the composition of your portfolio, it is likely appropriate to schedule an interim review (see Item 13).

On a case-by-case basis, our firm may manage a client portfolio on a non discretionary basis. This type of account authority requires the client’s ongoing prior approval involving the investment and reinvestment of account assets, and portfolio rebalancing. The client will be required to execute our firm’s client services agreement that describes our limited account authority, as well as the custodian of record’s account opening document that includes their limited power of attorney form or clause. Considering trading pre-approval requirements, the client must make themselves available and keep our firm updated on their contact information so that instructions can be efficiently affected on their behalf. In addition, non discretionary accounts are generally unable to be aggregated (see Item 12) and may therefore be assessed higher trading fees or receive less favorable prices than those accounts where trade aggregation has occurred.

It remains the client’s responsibility to notify us if there is any change in their situation and/or investment objective so that we may reevaluate previous investment recommendations or portfolio holdings. Our clients retain the right to amend our account authority, in writing.

19 Item 17 - Voting Client Securities

You may periodically receive proxies or other similar solicitations sent directly from your selected custodian or transfer agent. If we receive a duplicate copy, please note that we do not forward these or any correspondence relating to the voting of your securities, class action litigation, or other corporate actions.

Our firm does not vote proxies on your behalf, including accounts served on a discretionary basis. We do not offer guidance on how to vote proxies, nor will we offer guidance involving any claim or potential claim in any bankruptcy proceeding, class action securities litigation, or other litigation or proceeding relating to securities held at any time in a client account, including, without limitation, to file proofs of claim or other documents related to such proceeding, or to investigate, initiate, supervise, or monitor class action or other litigation involving client assets. We will answer limited questions during a scheduled meeting with respect to what a proxy voting request or other corporate matter may be and how to reach the issuer or the issuer’s legal representative.

You maintain exclusive responsibility for directing the manner in which proxies solicited by issuers of securities that are beneficially owned by you shall be voted, as well as making all other elections relative to mergers, acquisitions, tender offers, or other legal matters or events pertaining to your holdings. You should consider contacting the issuer or your legal counsel involving specific questions that you may have with respect to a particular proxy solicitation or corporate action.

20 Item 18 - Financial Information

Fee withdrawals must be done through a qualified intermediary (e.g., your custodian of record) following your written agreement.

Engagements with our firm do not require the collection of fees from you of $500 or more for our advisory services that have been agreed to be performed six months or more into the future.

Neither our firm nor its management serve as general partner for a partnership or trustee for a trust in which the firm’s advisory clients are either partners of the partnership or beneficiaries of the trust.

The firm and its management do not have a financial condition likely to impair its ability to meet commitments to clients, nor has the firm and its management been the subject of a bankruptcy petition.

Due to the nature of our firm’s advisory services and operational practices, an audited balance sheet is not required nor included in this brochure.

21 Item 19 - Requirements for State-Registered Advisers

Principal Executives and Management Persons - Sloane Ortel. Please see Item 4 of this brochure and the cover page (Item 1) of her accompanying Form ADV Part 2B brochure supplement.

Other Business Activities - Podcast Co-Host, nonprofit board member, consulting firm board member, and co-founder of Woodcache Public Benefit Corporation. Please refer to Item 4 of Ms. Ortel’s accompanying Form ADV Part 2B brochure supplement.

Performance-Based Fees - Please see Item 6 of this brochure and Item 5 of Sloane Ortel’s accompanying Form ADV Part 2B brochure supplement. Neither the firm nor its management is compensated based on performance-based fees. It is perceived that performance-based compensation may create an incentive for an adviser to recommend an investment that may carry a higher degree of risk to a client; an activity contrary to the firm’s business practices.
Material Disclosure Matters involving Firm Management - Please refer to Item 9 of this firm brochure and Items 3 and 7 of the Ms. Ortel’s Form ADV Part 2B brochure supplement. The firm’s management has not been the subject of an award or otherwise being found liable in an arbitration claim alleging damages in excess of $2,500, involving any of the following:

1. an investment or an investment-related business or activity;
   
2. fraud, false statement(s), or omissions;
   
3. theft, embezzlement, or other wrongful taking of property;
   
4. bribery, forgery, counterfeiting, or extortion; or
   
5. dishonest, unfair, or unethical practices.

Firm management has not been the subject of an award or otherwise being found liable in a civil, self-regulatory organization, or administrative proceeding involving any of the following:

1. an investment or an investment-related business or activity;
   
2. fraud, false statement(s), or omissions;
   
3. theft, embezzlement, or other wrongful taking of property;
   
4. bribery, forgery, counterfeiting, or extortion; or
   
5. dishonest, unfair, or unethical practices.

Material Relationship with an Issuer of a Security - Please refer to Item 10 of this firm brochure and Item 4 of Sloane Ortel’s accompanying Form ADV Part 2B brochure supplement. The firm and its management do not have a material relationship with the issuer of a security.

22 Form ADV Part 2B - Brochure Supplement (Principal Executive) {#form-adv-part-2b—brochure-supplement-(principal-executive)}

Item 1 – Cover Page

Ethical Capital Investment Collaborative
Registered Investment Adviser
CRD # 316032

90 N 400 E
Provo, UT, 84606
212-321-5111

Web: ethicic.com
Twitter: EthicalCapIC
LinkedIn: ethicalcapitalcollective
Facebook: EthicalCapital
Instagram: ethicalcapitalcollaborative
Tiktok: ethicalcapital

Sloane Ortel
Founder
Managing Member
Chief Compliance Officer
Investment Adviser Representative
CRD # 5388169

Form ADV Part 2B
Brochure Supplement
Jan 13, 2025

This brochure provides information about Sloane Ortel that supplements the Ethical Capital Form ADV Part 2A firm brochure. You should have received a copy of that brochure. Please contact Ms. Ortel at 347-625-9000 if you did not receive the full brochure or if you have any questions about the contents of this supplement. Additional information about Sloane Ortel is available on the Securities and Exchange Commission’s (SEC) website at www.adviserinfo.sec.gov under CRD # 5388169.Item 2 - Educational Background and Business Experience
Regulatory guidance requires the firm to disclose post-secondary education and professional training for each principal executive and associate of the firm, as well as their business experience for at least the most recent five years.

Principal Executive Officers and Management Persons
Founder/Managing Member/Chief Compliance Officer/Investment Adviser Representative
Sloane River Veda Ortel Year of Birth: 1988 CRD Number: 5388169
Educational Background and Business Experience
Educational Background
Bachelor of Arts (English Literature), Fordham University; New York, NY (2013)
Uniform Investment Adviser Law Examination/NASAA Series 65 (2020)⁴

Business Experience
Ethical Capital Investment Collaborative (07/2021-Present)
Provo, UT
Founder/Managing Member (07/2021-Present)
Chief Compliance Officer/Investment Adviser Representative (08/2021-Present)

CityWire LLC (01/2020-12/2021)
New York, NY
Columnist

River Orion LLC (10/2018-8/2021)
Brooklyn, NY
Principal/Content Creator (Inactive Services as of 08/2021)
This entity exists as owned by Ms. Ortel and clients are not offered to invest in nor are solicited to invest in the LLC.

CFA Institute (05/2010-05/2018)
New York, NY
Content Manager

Item 3 - Disciplinary Information
Registered investment advisers are required to disclose certain material facts about its associated personnel regarding any legal or disciplinary events, including criminal or civil action in a domestic, foreign or military court, or any proceeding before a state, federal or foreign regulatory agency, self-regulatory organization, or suspension or sanction by a professional association for violation of its conduct rules material to your evaluation of each officer or a supervised person providing investment advice. Sloane Ortel has not been the subject of any such event.
Item 4 - Other Business Activities
Neither Sloane Ortel nor Ethical Capital has a material relationship with the issuer of a marketable security. She is not registered, nor has an application pending to register, as a registered representative of a broker/dealer or associated person of a futures commission merchant, commodity pool operator, or commodity trading adviser. She does not receive commissions, bonuses, or other compensation based on the sale of securities, including that as a registered representative of a broker/dealer or the distribution or service fees (“trails”) from the sale of mutual funds.

Sloane Ortel is the Co-Host of the Free Money Podcast; an activity involving 10% of her time each month, including during traditional business hours. Our advisory firm does not think this activity presents a conflict of interest with its clients.

Sloane Ortel is the co-founder of Woodcache Public Benefit Corporation, a carbon removal project developer headquartered at the same location as Ethical Capital. This activity involves less than 10% of her time each month, including during traditional business hours. Our advisory firm recognizes that this presents a conflict of interest with its clients.

Sloane Ortel is a board member of Responsible Alpha, a consulting firm that advises institutions on their transition paths to a low-carbon, sustainable, and equitable future. This activity involves less than 10% of her time each month, including during traditional business hours. Our advisory firm does not think this activity presents a conflict of interest with its clients.

Item 5 - Additional Compensation
Neither our advisory firm nor Sloane Ortel are compensated for advisory services involving performance-based fees. Firm policy does not allow associated persons to accept or receive additional economic benefit, such as sales awards or other prizes, for providing advisory services to firm clients.

Item 6 - Supervision
Sloane Ortel serves as our firm’s Chief Compliance Officer. Because supervising oneself poses a conflict of interest, the firm has adopted policies and procedures to mitigate this conflict. Questions relative to the firm, its services, or this Form ADV Part 2 may be made to the attention of Ms. Ortel at 347-625-9000 Additional information about the firm, other advisory firms, or an associated investment adviser representative is available at www.adviserinfo.sec.gov. A search of this site for firms may be accomplished by firm name or a unique firm identifier, known as an IARD or CRD number. The IARD number for Ethical Capital is 316032. Sloane Ortel’s CRD number is 5388169. The business and disciplinary history, if any, of an investment advisory firm and its representatives may also be obtained by calling the securities commission in the state where the client resides.

Item 7 - Requirements for State-Registered Advisers
There have been neither awards nor sanctions or other matter where Sloane Ortel or Ethical Capital has been found liable in an arbitration, self-regulatory, civil, or administrative proceeding. Neither Ms. Ortel nor Ethical Capital Investment Collaborative has been the subject of a bankruptcy petition or other reportable financial matter.

Footnotes

1. Periodic account value variances between the firm’s invoice and custodian statement (beyond the firm’s control) may occur due to late trade settlement, dividend distribution, etc., thus requiring adjusted transaction reporting from the custodian of record.

2. Our firm is not, nor required to be, a FINRA or SIPC member. Information about the Financial Industry Regulatory Authority (FINRA) may be found at www.finra.org. You may learn more about the Securities Investor Protection Corporation (SIPC) and how it serves member firms and the investing public by going to their website at http://www.sipc.org.

3. Collectively, we use the term “custodians” when referring to Altruist and Apex for ease of communication in this document.

4. North American Securities Administrators Association (NASAA) examinations are “criterion based;” candidates who pass the exam are considered to have met the minimum competency level. The completion of an industry examination does not constitute or imply a person is “approved” or “endorsed” by a state or federal regulatory body.