Overview

Assets Under Management: $409 million
Headquarters: DUBLIN, OH
High-Net-Worth Clients: 109
Average Client Assets: $3 million

Services Offered

Services: Financial Planning, Portfolio Management for Individuals, Portfolio Management for Institutional Clients, Pension Consulting

Fee Structure

Primary Fee Schedule (KEELER & NADLER - ADV 2A - FIRM BROCHURE)

MinMaxMarginal Fee Rate
$0 $600,000 1.00%
$600,001 $1,000,000 0.85%
$1,000,001 $2,000,000 0.65%
$2,000,001 $3,000,000 0.55%
$3,000,001 $4,000,000 0.45%
$4,000,001 $5,000,000 0.35%
$5,000,001 $10,000,000 0.25%
$10,000,001 and above 0.15%
Illustrative Fee Rates
Total AssetsAnnual FeesAverage Fee Rate
$1 million $9,400 0.94%
$5 million $29,400 0.59%
$10 million $41,900 0.42%
$50 million $101,900 0.20%
$100 million $176,900 0.18%

Clients

Number of High-Net-Worth Clients: 109
Percentage of Firm Assets Belonging to High-Net-Worth Clients: 67.92
Average High-Net-Worth Client Assets: $3 million
Total Client Accounts: 1,446
Discretionary Accounts: 1,372
Non-Discretionary Accounts: 74

Regulatory Filings

CRD Number: 173079
Last Filing Date: 2024-07-19 00:00:00
Website: HTTPS://WWW.FACEBOOK.COM/KEELERNADLER

Form ADV Documents

Primary Brochure: KEELER & NADLER - ADV 2A - FIRM BROCHURE (2025-03-21)

View Document Text
Form ADV Part 2A Firm Brochure Main Office: 485 Metro Place South, Suite 100 Dublin, OH 43017 P: (614) 791-4123 F: (614) 389-0496 www.keelernadler.com March 2025 Item 1 – Cover Page This brochure provides information about the qualifications and business practices of Keeler & Nadler Financial Planning and Wealth Management, LLC, d.b.a Keeler & Nadler Family Wealth (“KNFW”). If you have any questions about the contents of this brochure, please contact the Company by calling 614-791-4123, or you may send an email to the following address: info@keelernadler.com. The information contained in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Additional information about KNFW is available on the SEC’s website located at www.adviserinfo.sec.gov. Please recognize that the language stated in this document as “registered investment advisor” or “registered” does not imply or guarantee that a registered advisor has achieved a certain level of skill, competency, sophistication, expertise, or training in providing advisory services to Clients. 1 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 Item 2 – Material Changes Since filing our last Annual Amendment to this brochure in January 2024, the following material changes have occurred: • As of 11/1/2024, KNFW began the use of Third-Party Managers in limited circumstances. • As of 1/1/2025, no Investment Advisor Representatives or other personnel of KNFW serve as Registered Representatives or are associated with any Broker-Dealer. 2 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 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 – Fees and Compensation ............................................................................................................... 7 Item 6 – Performance-Based Fees and Side-by-Side Management ............................................................... 9 Item 7 – Types of Clients ............................................................................................................................ 9 Item 8 – Methods of Analysis, Investment Strategies, and Risk of Loss ......................................................... 9 Item 9 – Disciplinary Information ............................................................................................................... 13 Item 10 – Other Financial Industry Activities and Affiliations ....................................................................... 13 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ..................... 14 Item 12 – Brokerage Practices ................................................................................................................... 15 Item 13 – Review of Accounts .................................................................................................................... 19 Item 14 – Client Referrals and Other Compensation ................................................................................... 19 Item 15 – Custody .................................................................................................................................... 20 Item 16 – Investment Discretion ................................................................................................................ 20 Item 17 – Voting Client Securities .............................................................................................................. 20 Item 18 – Financial Information ................................................................................................................ 20 3 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 Item 4 – Advisory Business Description of the Advisory Firm KNFW (the “Company”) is an Ohio Limited Liability Company (“LLC”) and became registered with the United States Securities & Exchange Commission in October 2014. The principal owner of the Company is Andrew P. Keeler, who serves as President and Chief Compliance Officer. Advisory Services WEALTH MANAGEMENT SERVICES KNFW provides Wealth Management Services to advisory clients. Wealth Management Services combine Investment Management Services with Financial Planning Services. Investment Management Services KNFW provides clients with ongoing investment management services by determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring, and the overall investment program will be based on the above factors. Discretionary When the Client elects to use KNFW on a discretionary basis, the Client will sign a limited trading authorization or equivalent allowing KNFW to determine the securities to be bought or sold and the amount of the securities to be bought or sold. KNFW will have the authority to execute transactions in the account without seeking Client approval on each transaction. Non-Discretionary When the Client elects to use KNFW on a non-discretionary basis, KNFW will determine the securities to be bought or sold and the amount of the securities to be bought or sold. However, KNFW will obtain prior Client approval on each and every transaction before executing any transaction. USE OF THIRD-PARTY MANAGERS When deemed appropriate for the Client, KNFW may recommend that clients utilize the services of a third- party manager (TPM) to manage a portion of, or all of the Client’s portfolio. All TPMs that KNFW recommends must be Registered Investment Advisors with the SEC or with the appropriate state authority(ies). After gathering information about your financial situation and objectives, KNFW will make recommendations regarding the suitability of a TPM or investment style based on, but not limited to, your financial needs, investment goals, tolerance for risk, and investment objectives. Upon selection of a TPM(s), KNFW will monitor the performance of the TPM(s) to ensure their performance and investment style remains aligned with your investment goals and objectives. All duties of KNFW and TPM will be outlined pursuant to an agreement between both parties. Clients placed with TPM will be billed in accordance with the TPM’s Fee Schedule, which will be disclosed to the Client prior to signing an agreement. Financial Planning Services Financial Planning Services include an evaluation of a Client's current and future financial state using currently known variables to predict future cash flows, asset values, recommend purchase and sales, and withdrawal plans. KNFW will use current net worth, tax liabilities, asset allocation, and future retirement and estate plans in developing financial plans. Topics for planning may include, but are not limited: 4 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 • Personal net worth statement: A snapshot of assets and liabilities serves as a benchmark for measuring progress towards financial goals. • Cash flow analysis: An income and spending plan determines how much can be set aside for debt repayment, savings and investing each month. • Retirement strategy: A strategy for achieving retirement independent of other financial priorities. Including a strategy for accumulating the required retirement capital and its planned lifetime distribution. • Long-term investment plan: Build a customized asset allocation strategy based on specific investment objectives and a risk profile. This strategy sets guidelines for selecting, buying, and selling investments and establishing benchmarks for performance review. • Tax reduction strategy: Identify ways to minimize taxes on personal income to the extent permissible by the tax code. The strategy should include identification of tax favored investment vehicles that can reduce taxation of investment income. • Estate preservation: Help update accounts, review beneficiaries for retirement accounts and life insurance, provide a second look at your current estate planning documents, and prompt you to update your plan when the legal environment changes or you have major life events such as a marriage, death, or births. KNFW will schedule additional time at the initial meeting to discuss the creation of the plan, how involved and complex the plan will be, and any particular issues or circumstances not included during the typical information-gathering session discussed above. Together, KNFW and the client will determine how extensive a financial plan is created. Clients may choose a specific planning topic or obtain a comprehensive written plan containing their goals and objectives. A formal plan will better enable Keeler & Nadler to understand the complete financial picture of the Client. CORPORATE RETIREMENT SERVICES KNFW offers service to qualified and non-qualified retirement plans, including 401(k) plans, 403(b) plans, pension and profit-sharing plans, cash balance plans, and deferred compensation plans (“Plan”). Limited Scope ERISA 3(21) Fiduciary. KNFW acts as a limited-scope ERISA 3(21) fiduciary who can advise, help, and assist plan sponsors with their investment decisions. As an investment advisor, KNFW has a fiduciary duty to act in the best interest of the Client. The plan sponsor is still ultimately responsible for the decisions made in their plan, though using KNFW can help the plan sponsor delegate liability by following a diligent process. 1. Fiduciary Services are: • Provide investment advice to the Plan about asset classes and investment alternatives available for the Plan in accordance with the Plan’s investment policies and objectives. The Plan Sponsor will make the final decision regarding the initial selection, retention, removal, and addition of investment options. KNFW acknowledges that it is a fiduciary as defined in ERISA section 3 (21) (A) (ii). • Assist the Plan in the development of an investment policy statement (“IPS”). The IPS establishes the investment policies and objectives for the Plan. Plan shall have the ultimate responsibility and authority to establish such policies and objectives and to adopt and amend 5 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 the IPS. • Provide investment advice to the Plan Sponsor with respect to the selection of a qualified default investment alternative (QDIA) for participants who are automatically enrolled in the Plan or who have otherwise failed to make investment elections. The Plan retains the sole responsibility to provide all notices to the Plan participants required under ERISA Section 404(C) (5) and 404(a)-5. • Assist in monitoring investment options by preparing periodic investment reports that document investment performance, consistency of fund management and conformance to the guidelines set forth in the IPS and make recommendations to maintain, remove or replace investment options. • Meet with the Plan Sponsor on a periodic basis to discuss the reports and the investment recommendations. 2. Non-fiduciary Services are: • Assist in the education of Plan participants about general investment information and the investment alternatives available to them under the Plan. Plan understands KNFW’s assistance in education of the Plan participants shall be consistent with and within the scope of the Department of Labor’s definition of investment education (Department of Labor Interpretive Bulletin 96-1). As such, KNFW is not providing fiduciary advice as defined by ERISA 3(21)(A)(ii) to the Plan participants. KNFW will not provide investment advice concerning the prudence of any investment option or combination of investment options for a particular participant or beneficiary under the Plan. • Assist in the group enrollment meetings designed to increase retirement plan participation among the employees and investment and financial understanding by the employees. KNFW may provide these services or, alternatively, may arrange for the Plan’s other providers to offer these services, as agreed upon between KNFW and the Plan. 3. KNFW has no responsibility to provide services related to the following types of assets (“Excluded Assets”): • Employer securities; • Real estate (except for real estate funds or publicly traded REITs); • Stock brokerage accounts or mutual fund windows; • Participant loans; • Non-publicly traded partnership interests; • Other non-publicly traded securities or property (other than collective trusts and similar vehicles); or • Other hard-to-value or illiquid securities or property. Excluded Assets will not be included in calculation of Fees paid to KNFW on the ERISA Agreement. Specific services will be outlined in detail to each plan in the 408(b)2 disclosure. Client-Tailored Services and Client-Imposed Restrictions The goals and objectives for each Client are documented in our Client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. These restrictions may, however, prohibit engagement with KNFW. 6 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 Wrap Fee Programs KNFW does not participate in a Wrap Program. Amount of Assets Under Management As of December 31, 2024, KNFW managed $438,850,144 of Client’s assets on a discretionary basis and $38,961,084 of Client’s assets on a non-discretionary basis for a total of $477,811,228. Aside from managed assets, KNFW had $27,077,684 in Assets under Advisement. Item 5 – Fees and Compensation Fee Schedule WEALTH MANAGEMENT SERVICES KNFW charges an annual wealth management fee based on the total assets under management as follows: Assets Under Management Up to $1,000,000* Annual Fee 0.85% $1,000,001 to $2,000,000 0.65% $2,000,001 to $3,000,000 0.55% $3,000,001 to $4,000,000 0.45% $4,000,001 to $5,000,000 0.35% $5,000,001 to $10,000,000 0.25% Over $10,000,000 0.15% This is a blended fee schedule, meaning fees on assets from each level will be blended together for one total fee. The fee will be payable quarterly in advance. The fee will be due on the first day of the month following the execution of the agreement and at three-month intervals thereafter. The fee is based on the value of the assets under management on the last day of the month prior to billing. If assets are deposited after the inception of a quarter and subsequently withdrawn prior to the end of the same quarter, the fee chargeable with respect to such assets as of the next calculation date will be prorated based on the number of days during the quarter the assets were held in the Account. For valuation purposes the assets will be treated as if they were held in the Account as of the end of the quarter. *For accounts opened with less than $600,000, a flat fee of 1% will be assessed until the account exceeds $600,000. Once the account exceeds $600,000, the fee schedule table above will take effect. INVESTMENT MANAGEMENT SERVICES KNFW offers Investment Management as a stand-alone service to clients without Financial Planning Services. The maximum allowable fee that can be charged may not exceed 1.50% of client assets under management on an annual basis. The Investment Management fee will be payable quarterly in advance. The fee will be due on the first day of the month following the execution of the agreement and at three-month intervals thereafter. The fee is based on the value of the assets under management on the last day of the month prior to billing. If assets are deposited after the inception of a quarter and subsequently withdrawn prior to the end of the same quarter, the fee chargeable with respect to such assets as of the next calculation date will be prorated 7 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 based on the number of days during the quarter the assets were held in the Account. For valuation purposes the assets will be treated as if they were held in the Account as of the end of the quarter. CORPORATE RETIREMENT SERVICES The annual fees are based on the market value of the Included Assets and shall not exceed 1%. Fees may be charged quarterly or monthly in arrears or in advance based on the assets as calculated by the custodian or record keeper of the Included Assets (without adjustments for anticipated withdrawals by Plan participants or other anticipated or scheduled transfers or distribution of assets) on the last business day of the previous quarter. The fee schedule, which includes compensation of KNFW for the services is described in detail in the ERISA Plan Agreement. The Plan is obligated to pay the fees; however, the Plan Sponsor may elect to pay the fees. Clients may elect to be billed directly or have fees deducted from Plan Assets. KNFW does not reasonably expect to receive any additional compensation, directly or indirectly, for its services. If additional compensation is received, KNFW will disclose this compensation, the services Payment of Fees Wealth Management Services, Corporate Retirement Services, and TPM services fees are deducted directly from the Client’s Account. KNFW, in its sole discretion, may charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with Clients, etc.). For all services, Clients may terminate their engagement with KNFW within five (5) business days of signing an Agreement with no obligation and without penalty. For accounts opened or closed mid-billing period, fees will be prorated based on the days services are provided during the given period. All unearned fees will be refunded to the Client. Any increase in fees will be acknowledged in writing by both parties before any increase in said fees occurs. Additional Fees Clients are responsible for Third-Party Fees, including but not limited to those listed below. Some custodians of broker-dealers for the accounts of Clients in KNFW may charge maintenance, or transaction fees that are separate from the advisory fees charged by KNFW for its advisory services. The custodian of the Client’s account, which may be a mutual fund or insurance company, may provide confirmations with each transaction and statements either monthly or quarterly. Any transfer fees, transaction fees, redemption fees, sales loads, wiring fees, etc. charged against an account are separate from the KNFW’s management fees, and will be deducted from the Client’s account by the custodian. Prepayment of Fees Fees are paid quarterly in advance. KNFW does not require the prepayment of more than $1,200 in fees per Client, six months or more in advance. If the investment advisory contract terminates prematurely, the Client will receive a prorated refund of the pre-paid fees. External Compensation for the Sale of Securities KNFW does not receive any external compensation from the sale of securities. 8 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 Item 6 – Performance-Based Fees and Side-by-Side Management Fees are not based on a share of the capital gains or capital appreciation of managed securities. KNFW does not use a performance-based fee structure nor “side-by-side” management because of the conflict of interest. Performance-based compensation may create an incentive for KNFW to recommend an investment that may carry a higher degree of risk to the Client Item 7 – Types of Clients KNFW’s Clients are generally individuals, high net-worth individuals, trusts, estates, pension and profit- sharing plans, small businesses, charitable organizations, corporations, endowments, and other business entities. Client relationships vary in scope and length of service. KNFW generally requires a minimum account size of $600,000 to enter into an Advisory Agreement for Wealth Management Services. However, KNFW may offer certain clients flat fee options for payment. KNFW retains the discretion to lower or waive the minimum thresholds. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Investing in securities involves risk of loss that Clients should be prepared to bear. Past performance is not a guarantee of future returns. Security analysis methods may include: Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Technical analysis attempts to predict a future stock price or direction based on market trends. The assumption is that the market follows discernible patterns and if these patterns can be identified then a prediction can be made. The risk is that markets do not always follow patterns and relying solely on this method may not take into account new patterns that emerge over time. Charting analysis strategy involves using and comparing various charts to predict long and short-term performance or market trends. The risk involved in using this method is that only past performance data is considered without using other methods to crosscheck data. Using charting analysis without other methods of analysis would be making the assumption that past performance will be indicative of future performance. This may not be the case. Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are twofold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various assets. 9 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 In developing a financial plan for a Client, KNFW’s analysis may include cash flow analysis, investment planning, risk management, tax planning and estate planning. Based on the information gathered, a detailed strategy is tailored to the Client’s specific situation. The main sources of information include financial newspapers and magazines, annual reports, prospectuses, and filings with the SEC. Investment Strategies The investment strategy for a specific Client is based upon the objectives stated by the Client during consultations. The Client may change these objectives at any time by providing written notice to KNFW. Each Client executes a Client profile form or similar form that documents their objectives and their desired investment strategy. Risks of Investments and Strategies Utilized Investing in securities involves risk of loss that Clients should be prepared to bear. KNFW’s investment approach constantly keeps the risk of loss in mind. Investors may face the following investment risks: General Investment and Trading Risks. Clients may invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. The investment program utilizes such investment techniques as option transactions, margin transactions, short sales, leverage, and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which a Client may be subject. Interest-rate Risk. Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. Inflation Risk. When any type of inflation is present, a dollar today will buy more than a dollar next year, because purchasing power is eroding at the rate of inflation. Currency Risk. Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country. This is also referred to as exchange rate risk. Reinvestment Risk. This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e., interest rate). This primarily relates to fixed income securities. Liquidity Risk. Liquidity is the ability to readily convert an investment into cash. Generally, assets are more liquid if many traders are interested in a standardized product. For example, Treasury Bills are highly liquid, while real estate properties are not. Management Risk. The advisor’s investment approach may fail to produce the intended results. If the advisor’s assumptions regarding the performance of a specific asset class or fund are not realized in the expected time frame, the overall performance of the Client’s portfolio may suffer. Cybersecurity Risk. KNFW and its service providers may be subject to operational and information security risks resulting from cyberattacks. Cyberattacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cybersecurity attacks affecting KNFW and its service providers may adversely impact Clients. For instance, cyberattacks may interfere with the processing of transactions, cause the release of private information about Clients, impede trading, subject KNFW to 10 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 regulatory fines or financial losses, and cause reputational damage. Similar types of cybersecurity risks are also present for issuers of securities in which Clients may invest in, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost and reputational damages, and loss from damage or interruption of systems. Although KNFW has established its systems to reduce the risk of these incidents from coming to fruition, there is no guarantee that these efforts will always be successful, especially considering that KNFW does not directly control the cybersecurity measures and policies employed by third party service providers. Options Trading. The risks involved with trading options are that they are very time-sensitive investments. An options contract is generally a few months. The buyer of an option could lose his or her entire investment even with a correct prediction about the direction and magnitude of a particular price change if the price change does not occur in the relevant time period (i.e., before the option expires). Additionally, options are less tangible than some other investments. An option is a “book-entry” only investment without a paper certificate of ownership. Trading on Margin. In a cash account, the risk is limited to the amount of money that has been invested. In a margin account, risk includes the amount of money invested plus the amount that has been loaned. As market conditions fluctuate, the value of marginable securities will also fluctuate, causing a change in the overall account balance and debt ratio. As a result, if the value of the securities held in a margin account depreciates, the Client will be required to deposit additional cash or make full payment of the margin loan to bring the account back up to maintenance levels. Clients who cannot comply with such a margin call may be sold out or bought in by the brokerage firm. Exchange-Traded Funds. ETFs are a type of index fund bought and sold on a securities exchange. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have management fees that increase their costs. ETFs are also subject to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the underlying reference units; and (ii) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable. Mutual Fund Risks. An investment in mutual funds could lose money over short or even long periods. A mutual fund’s share price and total return are expected to fluctuate within a wide range, like the fluctuations of the overall stock market. Common Stocks and Equity-Related Securities. Certain ETFs or mutual funds hold common stock. Prices of common stock react to the economic condition of the company that issued the security, industry and market conditions, and other factors which may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants, and options, may also vary widely. Small- and Mid-Cap Risks. Certain ETFs and mutual funds hold securities of small- and mid-cap issuers. Securities of small-cap issuers may present greater risks than those of large-cap issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses, and earnings. Their securities may be thinly traded, may be 11 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 followed by fewer investment research analysts, and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, to corporate developments, and to market rumors than are the market prices of large-cap issuers. Futures, Commodities, and Derivative Investments. Certain ETFs and mutual funds hold commodities, commodities contracts, and/or derivative instruments, including futures, options, and swap agreements. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts, and payments pursuant to swap agreements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. The value of futures, options, and swap agreements also depends upon the price of the commodities underlying them. In addition, Client assets are subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Highly Volatile Markets. The prices of financial instruments can be highly volatile. Price movements of forward and other derivative contracts are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. Clients are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Non-U.S. Securities. Certain ETFs and mutual funds hold securities of non-U.S. issuers. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility, and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards, and requirements comparable to or as uniform as those of U.S. issuers. Emerging Markets. Certain ETFs and mutual funds hold securities of emerging markets issuers. In addition to the risks associated with investments outside of the United States, investments in emerging markets (i.e., the developing countries) may involve additional risks. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices, and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Capitalization Risks. Investing in Companies within the same market capitalization category carries the risk that the category may be out of favor due to current market conditions or investor sentiment. Market Risks. Turbulence in the financial markets and reduced liquidity may negatively affect the Companies, which could have an adverse effect on each of them. If the securities of the Companies experience poor liquidity, investors may be unable to transact at advantageous times or prices, which may decrease the Company’s returns. In addition, there is a risk that policy changes by central governments and governmental 12 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 agencies, including the Federal Reserve or the European Central Bank, which could include increasing interest rates, could cause increased volatility in financial markets, which could have a negative impact on the Companies. Furthermore, local, regional, or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the Companies. For example, the rapid and global spread of a highly contagious novel coronavirus respiratory disease, designated COVID-19, has resulted in extreme volatility in the financial markets and severe losses; reduced liquidity of many Companies’ securities; restrictions on international and, in some cases, local travel; significant disruptions to business operations (including business closures); strained healthcare systems; disruptions to supply chains, consumer demand and employee availability; and widespread uncertainty regarding the duration and long-term effects of this pandemic. Some sectors of the economy and individual issuers have experienced particularly large losses. In addition, the COVID-19 pandemic may result in a sustained economic downturn or a global recession, domestic and foreign political and social instability, damage to diplomatic and international trade relations and increased volatility and/or decreased liquidity in the securities markets. The Companies’ values could decline over short periods due to short-term market movements and over longer periods during market downturns. Penny Stock Risks. Generally, Penny Stocks are low-priced shares of small companies that are not traded on an exchange. Penny Stocks typically trade over-the-counter, such as on the OTC Bulletin Board or Pink Sheets. Penny Stocks, unlike listed stocks, are not subject to SEC reporting requirements or the listing standards of stock exchanges. Because of this, information about the Penny Stock companies can be difficult to find and verify. Penny Stocks also have lower liquidity as they are traded less frequently. This also leads to higher volatility. For these reasons, Penny Stocks are considered to be speculative investments and Clients who trade in penny stocks should be prepared for the possibility that they may lose their entire investment, or an amount in excess of their investment if they purchased Penny Stocks on margin. Alternative Investments. When appropriate for a Client’s objective, risk tolerance and qualifications, KNFW recommends the client participate in private issues, such as single purpose vehicles, funds of funds, private equity, and hedge funds. These are usually structured as limited partnerships with differing minimum investments, liquidity, fees, and carriers. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment with KNFW. Item 9 – Disciplinary Information KNFW and its management have not been involved in any criminal or civil actions, administrative or self- regulatory enforcement proceedings, nor any legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of KNFW or the integrity of its management. Item 10 – Other Financial Industry Activities and Affiliations Other Industry Registrations Neither KNFW nor its management persons are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither KNFW nor its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, or commodity trading advisor. 13 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 Relationships Material to this Advisory Business and Possible Conflicts of Interest William K. Root, who is Of Counsel with the law firm Arenstein & Anderson Co., LPA, specializes in estate planning services. Mr. Root is an Investment Advisor Representative for KNFW. There may be times when a Client of the law firm or a Client from the Company is referred to the other depending upon the Client’s needs. While these individuals endeavor at all times to put the interests of the Clients first, Clients should be aware that the receipt of compensation itself creates a conflict of interest, and may affect the judgment of these individuals when making recommendations. KNFW has principal executive officers, and Investment Advisor Representatives that are also in their individual capacities licensed as insurance agents for various insurance companies. As such, these individuals will receive separate, yet customary commission compensation resulting from implementing product transactions on behalf of the Company’s advisory Clients. Selection of Other Advisers or Managers Clients placed with TPMs will be billed in accordance with the TPM’s fee schedule which will be disclosed to the Client prior to signing an agreement. When referring Clients to a TPM, the Client’s best interest will be the main determining factor of KNFW. KNFW ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. Clients are not required to accept any recommendation of TPMs given by KNFW and have the option to receive investment advice through other money managers of their choosing. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The affiliated persons (affiliated persons include employees and/or independent contractors) of KNFW have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of KNFW affiliated persons and addresses conflicts that may arise. The Code defines acceptable behavior for affiliated persons of KNFW. The Code reflects KNFW and its supervised persons’ responsibility to act in the best interest of their Client. One area which the Code addresses is when affiliated persons buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our Clients. We do not allow any affiliated persons to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our Clients. KNFW’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other affiliated person, officer, or director of KNFW may recommend any transaction in a security or its derivative to advisory Clients or engage in personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. KNFW’s Code is based on the guiding principle that the interests of the Client are our top priority. KNFW’s officers, directors, advisors, and other affiliated persons have a fiduciary duty to our Clients and must diligently perform that duty to maintain the complete trust and confidence of our Clients. When a conflict arises, it is our obligation to put the Client’s interests over the interests of either affiliated persons or the company. 14 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 The Code applies to “access” persons. “Access” persons are affiliated persons who have access to non- public information regarding any Clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public. KNFW will provide a copy of the Code of Ethics to any Client or prospective Client upon request. Recommendations Involving Material Financial Interests Neither KNFW nor its related persons recommend to Clients, or buys or sells for Client accounts, securities in which KNFW or a related person has a material financial interest. Investing Personal Money in the Same Securities as Clients From time to time, KNFW may invest in the same security as those that are recommended to its Clients. This may cause a conflict of interest. To address this issue, the Company has established the above- referenced procedure. Additionally, KNFW will always process the Client’s transactions before their own when similar or the same securities are being bought or sold, and no transactions by KNFW will be permitted to disadvantage Clients. Trading Securities At or Around the Same Time as Clients' Securities Our supervised persons are not permitted to recommend securities to Clients at or about the same time that the Investment Advisor Representative (or another supervised person associated with the Investment Advisor Representative) buys or sells the same securities for their own account(s). In addition, Investment Advisor Representatives are not permitted to use discretionary trading authority on behalf of Clients to buy or sell securities at or about the same time that the Investment Advisor Representative (or another supervised person associated with the Investment Advisor Representative) buys or sells the same securities for their own account(s). Item 12 – Brokerage Practices Factors Used to Select or Recommending Broker-Dealers KNFW will select appropriate brokers based on a number of factors, including but not limited to their transaction fees, quality of customer service, and reporting ability. KNFW relies on the broker-dealer to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by KNFW. Please note that not all investment advisors recommend or require the use of a specific broker- dealer. KNFW does not maintain custody of the assets that we manage, although we are deemed to have custody of your assets if you give us authority to withdraw assets from your account (see Item 15—Custody, below). Your assets must be maintained in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that our clients use Charles Schwab & Co., Inc. (“Schwab”), a registered broker-dealer and member of SIPC, as the qualified custodian. KNFW has selected Charles Schwab as our preferred custodian. Charles Schwab is an unaffiliated, qualified custodian, where KNFW recommends you custody your accounts. Charles Schwab is an independent SEC- registered broker-dealer and member of FINRA and SIPC. If you do not wish to place your assets with Schwab, then we cannot manage your account unless we are able to establish a relationship with the custodian you prefer. 15 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 We are independently owned and operated and are not affiliated with Schwab. Schwab will hold your assets in a brokerage account and buy and sell securities when we (or you) instruct them to. While we recommend that you use Schwab as a custodian/ broker, you will decide whether to do so and will open your account with Schwab by entering into an account agreement directly with them. Conflicts of interest associated with this arrangement are described below as well as in Item 14 (Client referrals and other compensation). You should consider these conflicts of interest when selecting your custodian. We do not open accounts for you, although we can assist you in doing so. Not all advisors require their clients to use a particular broker-dealer or other custodian selected by the advisor. If you do not wish to place your assets with Schwab, then we cannot manage your account unless we are able to establish a relationship with the custodian you prefer. Even though your account is maintained at Schwab, and we anticipate that most trades will be executed through Schwab, we can still use other brokers to execute trades for your account as described below (see “Your brokerage and custody costs”). As a fiduciary, we are obligated to seek out the best execution of client transactions for accounts that we manage. In general, the execution of securities transactions is at total cost or proceeds in each transaction and is the most favorable under the circumstances. However, we do not limit the best execution to the lowest available price. Additional factors are taken into consideration when determining the arrangement and services in the selection of a broker-dealer or qualified custodian. Our review consists of reviewing the commission and fee structures of various broker-dealers, research platforms, and execution services. Accordingly, while we do consider competitive rates, we do not necessarily obtain the lowest possible commission rates for account transactions. Therefore, the overall services provided by unaffiliated broker- dealers and qualified custodians are evaluated to determine the best execution. You may pay trade execution charges and higher commissions through the trading platforms we approve rather than through platforms that have not been approved by us. HOW WE SELECT BROKERS/CUSTODIANS We seek to recommend Schwab, a custodian/broker that will hold your assets and execute transactions. When considering whether the terms that Schwab provides are, overall, most advantageous to you when compared with other available providers and their services, we take into account a wide range of factors, including: • Quality of services • Reputation, financial strength, security, and stability • Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) • Combination of transaction execution services and asset custody services (generally without a separate fee for custody) • Capability to execute, clear, and settle trades (buy and sell securities for your account) • Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payments, etc.) • Availability of investment research and tools that assist us in making investment decisions • Competitiveness of the price of services (trading costs, margin interest rates, other fees, etc.) and willingness to negotiate the prices • Prior service to us and our clients 16 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 • Services delivered or paid for by Schwab • Availability of other products and services that benefit us, as discussed below (see “Products and services available to us from Schwab”) BROKERAGE AND CUSTODY COSTS For our clients’ accounts that Schwab maintains, Schwab generally does not charge you separately for custody services but is compensated by charging us commissions or other fees on trades that are executed or that settle into your Schwab account. Certain trades (for example, many mutual funds and ETFs) may not incur Schwab commissions or transaction fees. Schwab is also compensated by earning interest on the uninvested cash in your account in Schwab’s Cash Features Program. including those listed above We are not required to select the broker or dealer that charges the lowest transaction cost, even if that broker provides execution quality comparable to other brokers or dealers. Although we are not required to execute all trades through Schwab, we have determined that having Schwab execute most trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, (see “How we select brokers/custodians”). RESEARCH AND OTHER SOFT DOLLAR BENEFITS While KNFW does not participate in any formal soft-dollar arrangements with any of these firms, KNFW does receive some economic benefits through its participation in its programs. These benefits are typically not available to retail account holders with these firms. Further, these benefits are generally not contingent on the number of accounts, number of transactions, or amount of revenue to the brokerage/custodial firms and are available to any investment advisor using their custody and execution. These benefits include the following products and services, which are provided without cost or at a discount: Issues such as costs passed on through broker-dealer and/or clearing entity costs and fees for things KNFW might benefit from such arrangements, such as company and/or vendor-provided meetings, have no bearing on the clients’ costs. These arrangements are, however, documented and scrutinized so as to avoid potential conflict for other reasons, such as the selection of recommended investments. KNFW employees occasionally attend educational sessions offered by insurance companies where a meal is provided. The Firm occasionally discusses investment and/or financial planning issues with mutual fund companies, estate planning attorneys, and/or qualified plan administrators for which the Advisors do not pay a fee. The Firm does receive some potential economic benefits by furthering its knowledge and proficiency in investment and financial planning matters. These interactions are not contingent on the number of accounts, number of transactions, or amount of revenue the other entities attribute to a relationship with KNFW. As part of their fiduciary duties to clients, the Firm endeavors at all times to put the interests of its clients first. You should be aware, however, that the receipt of economic benefits by KNFW in and of itself creates a conflict of interest and may indirectly influence the Firm in recommending that you use these entities’ products or services. No client is under any obligation to accept the recommendations of KNFW employees. PRODUCTS AND SERVICES AVAILABLE TO US FROM SCHWAB Schwab Advisor Services™ is a business serving independent investment advisory firms like us. They provide us and our clients with access to their institutional brokerage services (trading, custody, reporting, and related 17 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 services), many of which are not typically available to Schwab retail customers. However, certain retail investors may be able to get institutional brokerage services from Schwab without going through us. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts, while others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we don’t have to request them) and at no charge to us. Following is a more detailed description of Schwab’s support services: Services that benefit you. Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some that we might not otherwise have access to or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit you and your account. Services that do not directly benefit you. Schwab also makes available to us other products and services that benefit us but do not directly benefit you or your account. These products and services assist us in managing and administering our clients’ accounts and operating our firm. They include investment research, both Schwab’s own and that of third parties. We use this research to service all or a substantial number of our client’s accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: • Provides access to client account data (such as duplicate trade confirmations and account statements) • Facilitates trade execution and allocates aggregated trade orders for multiple client accounts • Provides pricing and other market data • Facilitates payment of our fees from our clients’ accounts • Assists with back-office functions, recordkeeping, and client reporting Services that generally benefit only us. Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: • Educational conferences and events • Consulting on technology and business needs • Consulting on legal and related compliance needs • Publications and conferences on practice management and business succession • Access to employee benefits providers, human capital consultants, and insurance providers • Marketing consulting and support Schwab provides some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some of these services or pays all or a part of a third party’s fees. Schwab also provides us with other benefits, such as occasional business entertainment for our personnel. If you did not maintain your account with Schwab, we would be required to pay for these services using our own resources. OUR INTEREST IN SCHWAB’S SERVICES The availability of these services from Schwab benefits us because we do not have to produce or purchase them. We don’t have to pay for Schwab’s services. These services are not contingent upon us committing any specific amount of business to Schwab in trading commissions, fees, or assets in custody. The fact that we 18 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 receive these benefits from Schwab is an incentive for us to recommend the use of Schwab rather than making such a decision based exclusively on your interest in receiving the best value in custody services and the most favorable execution of your transactions. This is a conflict of interest. We believe, however, that taking into account the aggregate, our recommendation of Schwab as custodian and broker is in the best interests of our clients. Our selection is primarily supported by the scope, quality, and price of Schwab’s services (see “How we select brokers/ custodians”) and not Schwab’s services that benefit only us. BROKERAGE FOR CLIENT REFERRALS KNFW has no referral relationships with any broker-dealer or third party. DIRECTED BROKERAGE KNFW does not allow Client-directed brokerage. Aggregate Client Orders KNFW maintains the ability to block-trade purchases across accounts. Block trading may benefit a large group of Clients by providing the Company the ability to purchase larger blocks resulting in smaller transaction costs to the Client. Item 13 – Review of Accounts Frequency and Nature of Periodic Reviews and Who Makes those Reviews KNFW reviews Client accounts periodically throughout the calendar year, upon request of the Client, in response to a material change in the Client’s investment situation and/or when specific investment recommendations change for a given asset class. These reviews are completed by one or more of the Investment Advisor Representatives familiar with the Client’s situation. Factors That Will Trigger a Non-Periodic Review of Client Accounts Factors that will trigger a non-periodic review of a Client’s account would be a material market, economic or political event, or if there is a change in the Client’s financial circumstances. Content and Frequency of Regular Reports Provided to Clients Clients receive written account reports upon request for managed accounts. Account statements are issued by the Client’s custodian. The client receives confirmations of each transaction in the account from the Custodian and an additional statement during any month in which a transaction occurs. KNFW may also send periodic or other event-inspired reports based on market or portfolio activity Item 14 – Client Referrals and Other Compensation Economic Benefits Provided by Third Parties for Advice Rendered to Clients KNFW does not receive or accept any economic benefit directly or indirectly from any third party for advice rendered to the clients. Compensation to Non-Advisory Personnel for Client Referrals KNFW may enter into agreements with individuals and organizations, which may be affiliated or unaffiliated with KNFW, that refer Clients to KNFW in exchange for compensation. All such agreements will be in writing and comply with the requirements of Federal or State regulation. If a Client is introduced to KNFW by a solicitor, KNFW may pay that solicitor a fee. While the specific terms of each agreement may differ, generally, the compensation will be a flat fee per referral or a percentage of the introduced capital. Any such fee shall 19 Keeler & Nadler Family Wealth ADV Part 2A: Firm Brochure March 2025 be paid solely from KNFW’s investment management fee and shall not result in any additional charge to the Client. Each prospective Client who is referred to KNFW under such an arrangement will receive a separate written disclosure document disclosing the nature of the relationship between the solicitor and KNFW. Item 15 – Custody All assets are held at qualified custodians, which means the custodians provide account statements directly to Clients at least quarterly. Clients are urged to compare the account statements received directly from their custodians to any documentation or reports prepared by KNFW. KNFW is deemed to have limited custody solely because advisory fees are directly deducted from Client’s accounts by the custodian on behalf of KNFW. KNFW will obtain written authorization from Client to allow for such deductions. KNFW is also deemed to have custody of funds for certain accounts where you have established a standing letter of authorization (“SLOA”) that allows us to disburse funds upon your direction to one or more third parties that you designate. We follow seven conditions provided by the SEC in their No-Action Letter on Custody dated 2/21/2017, which allows us to avoid an annual surprise custody examination. KNFW is not affiliated with the custodian. The custodian does not supervise KNFW, its employees or activities. Item 16 – Investment Discretion If applicable, Client will authorize KNFW discretionary authority, via the Advisory Agreement, to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. If applicable, Client will authorize KNFW discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. If, however, consent for discretion is not given, KNFW will obtain prior Client approval before executing each transaction. KNFW allows Clients to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to KNFW in writing. The Client approves the custodian to be used, and the commission rates paid to the custodian. KNFW does not receive any portion of the transaction fees or commissions paid by the Client to the custodian. Item 17 – Voting Client Securities Clients will receive proxy voting information directly from the issuer and/or custodian of the security. Clients will not receive any such proxy voting material from KNFW. When assistance on voting proxies is requested by the Client, KNFW will provide recommendations to the Client. However, KNFW will not have authority to vote proxies on behalf of the Client. If in the future KNFW obtains authority to vote proxies, this Brochure will be appropriately amended. Item 18 – Financial Information KNFW does not solicit prepayment of more than $1,200 in fees per client six months or more in advance. At this time, neither KNFW nor its management persons have any financial conditions that are likely to reasonably impair its ability to meet contractual commitments to Clients. KNFW has not been the subject of a bankruptcy petition in the last 10 years. 20