Warnke/Nichols Ltd. (“Warnke/Nichols” or “the Company”) is an investment management and advisory firm founded in June 1993 by Steven R. Nichols, CFA and William R. Warnke, CFA. The firm provides continuous supervision and management of investment portfolios on a mostly discretionary basis for individuals, families, corporate employee retirement plans, and nonprofit organizations. The following paragraphs describe our services and fees. You may see the term Associated Person throughout this Brochure. As used in this Brochure, this term refers to anyone from our firm who is an officer, employee, and all individuals providing investment advice on behalf of our firm. Where required, such people are properly licensed or registered as investment adviser representatives. Portfolio Management Services Our firm offers discretionary, and in limited cases, non-discretionary portfolio management services to our clients. Discretionary portfolio management means we will make investment decisions and place buy or sell orders in your account without contacting you prior to each transaction. These decisions would be made based upon your stated investment objectives. If you wish, you may limit our discretionary authority by, for example, setting a limit on the type of securities that can be purchased for your portfolio. Simply provide us with your restrictions or guidelines in writing. Non-discretionary portfolio management service means that we must obtain your approval prior to making any transactions in your account. Investment advice is tailored to the unique needs of each client or business owner, based on their net worth, income, and personal or business circumstances. We provide investment management services generally consisting of (1) consultations with clients on investment objectives, (2) creation of portfolios, through buying and selling stocks, bonds, stock and/or bond mutual funds tailored to those objectives, and (3) periodic reports and follow-up meetings concerning clients’ portfolios. Warnke/Nichols provides advice

on various types of securities, such as exchange listed equities (stocks), exchange traded funds (ETFs), investment company securities (exchange traded products and mutual funds), fixed income securities (bonds) and cash equivalents. Additionally, we will provide advice on existing investments you may hold at the inception of the advisory relationship or on other types of investments for which you ask advice. If you engage us for portfolio management services, we will monitor your portfolio’s performance on a continuous basis, and rebalance the portfolio whenever necessary, as changes occur in market conditions and/or your financial circumstances. Wrap Fee Programs Several discretionary accounts are in a “wrap-fee” program, which is sponsored and administered by a national brokerage firm. In a wrap-fee program, transaction and investment management fees are “wrapped” into one all-inclusive fee. Under the wrap-fee arrangement, Warnke/Nichols charges 0.80% annually for investment management, with a $500 minimum fee. In some cases, the investment management fee is negotiable, and the minimum annual fee might be waived. The sponsor (broker) is responsible for delivering the appropriate wrap-fee program documents and disclosures to the client prior to opening the managed account. We are aware of possible conflicts of interest which might arise when we receive referrals from wrap-fee account sponsors. We review these arrangements regularly to ensure that clients receive the proper disclosures, that the sponsoring brokers provide the best possible trade executions, and that the arrangement is suitable for the client. Our Company’s client invested assets on December 31, 2022 totaled approximately $186.1 million. Discretionary investment authority among 103 client households totaled $185.8 million. Nondiscretionary accounts among 6 client households totaled $301,500. Discretionary accounts are those in which we have full investment authority given objectives and guidelines established in consultation with clients.