Description of Services and Fees We are a registered investment adviser based in Louisville, Kentucky. We are organized as a limited liability company under the laws of the State of Indiana. We are a fee-only independent adviser and have been providing investment advisory services since 2003. Brian Breidenbach is the sole owner. Currently, we offer the following services to clients and prospective clients:
•Institutional Services, which may include:
•Pension and Retirement Plan Consulting
•Foundation & Endowment Consulting
•Specialized Project Consulting
•Expert Witness Services
•Performance Reporting Services
•Wealth Management Services, which may include:
•Financial Planning and Consulting
•Asset Allocation Services
•Portfolio Management
•Selection of Other Advisers The combination of industry experience and comprehensive research allows our firm to provide quality advisory services to our clients.
The following paragraphs describe our services and fees. Please refer to the description of each investment advisory service listed below for information on how we tailor our advisory services to your individual needs. Also, you may see the term Associated Person throughout this Brochure. As used in this Brochure, our Associated Persons are our firm's officers, employees, and all individuals providing investment advice on behalf of our firm.
Institutional Services Pension and Retirement Plan Consulting We offer pension and retirement plan consulting services to employee benefit plans and their fiduciaries based upon the needs of the plan and the services requested by the plan sponsor or named fiduciary. In general, these services may include an existing plan review and analysis, plan-level advice regarding fund selection and investment options, education services to plan participants, investment performance monitoring, and/or ongoing consulting. These pension consulting services will generally be non-discretionary and advisory in nature. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary.
We may also assist with participant enrollment meetings and provide investment-related educational seminars to plan participants on such topics as:
•Diversification
•Asset allocation
•Risk tolerance
•Time horizon Our educational seminars may include other investment-related topics specific to the particular plan.
We may also provide additional types of pension consulting services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon requirements from the plan fiduciaries (which may included additional plan-level or participant-level 4 services) shall be detailed in a written agreement and be consistent with the parameters set forth in the plan documents. Our specific advisory fees for these customized services will be negotiated with the plan sponsor or named fiduciary on a case-by-case basis.
Retainer clients are billed quarterly in advance. For non-retainer clients, such as project based consulting services, the fee can vary depending upon the scope and type of project. Non-retainer clients will have an engagement letter outlining the fee structure. Fees in general can be based on a flat fee, percentage of assets under management, or hourly.
Either party to the pension consulting agreement may terminate the agreement upon written notice to the other party. The pension consulting fees will be prorated for the quarter in which the termination notice is given and any unearned fees will be refunded to the client.
If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees.
Plan participants who wish to engage us for individualized financial planning or consulting services outside the scope of the employee benefit plan may do so by executing a separate agreement, including separate fees and fee payment arrangements, with our firm.
Generally, for project consulting services we require an initial payment of at least 50% of the estimated fee in advance, with the balance due upon completion of the contracted services. In limited circumstances, other fee payment arrangements may be negotiated; for example, interim/installment payments may be agreed upon for lengthy engagements.
An estimate of the total time/cost will be determined at the start of the advisory relationship and disclosed to you at that time. A applicable fees, fee payment arrangements, and the terms of the engagement will be clearly set forth in the advisory agreement executed between you and our firm prior to services being rendered. In no circumstance will we require or accept prepayment of a fee six months or more in advance and in excess of $500. Services will commence promptly after executing an agreement for services.
Wealth Management Services Financial Planning and Consulting Services We offer financial planning services to our clients and prospective clients. Financial planning will typically involve providing a variety of advisory services to clients regarding the management of their financial resources based upon an analysis of their individual needs. If you retain our firm for financial planning services, we will meet with you to gather information about your financial circumstances and objectives. Once we review and analyze the information you provide to our firm we will offer to help you achieve your stated financial goals and objectives.
Financial plans are based on your financial situation at the time we present the plan to you, and on the financial information you provide to our firm. You must promptly notify our firm if your financial situation, goals, objectives, or needs change.
You are under no obligation to act on our financial planning recommendations. Should you choose to act on any of our recommendations, you are not obligated to implement the financial plan through any of our other investment advisory services. Moreover, you may act on our recommendations by placing securities transactions with any brokerage firm.
5 We charge a fixed or hourly fee for financial planning services, which is negotiable depending on the scope and complexity of the plan, your situation, and your financial objectives. An estimate of the total time/cost will be determined at the start of the advisory relationship. In limited circumstances, the cost/time could potentially exceed the initial estimate. In such cases, we will notify you and request that you approve the additional fee.
We require that you pay at least 50% of the quoted fee in advance and the remaining portion upon the completion of the services rendered. We will not require prepayment of a fee more than six months in advance and in excess of $500.
You may terminate the financial planning agreement by providing written notice to our firm. You will incur a pro rata charge for services rendered prior to the termination of the agreement. If you have pre- paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees.
Asset Allocation Services We offer asset allocation services on a discretionary and non-discretionary basis to you and prospective clients. If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account.
Our investment advice is tailored to meet your needs and investment objectives. Once you have retained our firm for asset allocation services, we will gather information about your financial situation and objectives, and assist you in determining your investment goals, objectives, risk tolerance, and retirement plan time horizon. We will initially provide you with recommendations as to how to allocate your investments among categories of assets. We will then review your account monthly. Where appropriate, we may provide you with recommendations to change your asset allocation in an effort to remain consistent with your

stated financial objectives. You are free at all times to accept or reject any of our investment recommendations. You are solely responsible for implementing our recommendations. Unless you separately retain our services, we will not execute any transactions or changes in asset allocation on your behalf.
We charge either an hourly fee or a fixed fee for our asset allocation services. An estimate of the total time/cost will be determined at the start of the advisory relationship. Our fees are negotiable and payable quarterly in advance. Fees can vary by the scope and complexity of the services.
You may terminate the investment advisory agreement at any time by providing written notice to our firm. The asset allocation fee will be prorated for the quarter in which the termination notice is given, which means that you will incur advisory fees only in proportion to the number of days in the quarter for which you are a client. If you have pre-paid advisory fees that we have not yet earned, you will receive a prorated refund of those fees.
At our discretion, we may combine the account values of family members living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our stated fee schedule.
6 Portfolio Management We offer discretionary and non-discretionary portfolio management services. Our investment advice is tailored to meet our clients' needs and investment objectives. If you retain our firm for portfolio management services, we will meet with you to determine your investment objectives, risk tolerance, and other relevant information (the "suitability information") at the beginning of our advisory relationship. We will use the suitability information we gather to develop a strategy that enables our firm to give you continuous and focused investment advice and/or to make investments on your behalf.
As part of our portfolio management services, we may customize an investment portfolio for you in accordance with your risk tolerance and investing objectives. We may also invest your assets using a predefined strategy, or we may invest your assets according to one or more model portfolios developed by our firm. Once we construct an investment portfolio for you, or select a model portfolio, we will monitor your portfolio's performance on an ongoing basis, and will rebalance the portfolio as required by changes in market conditions and in your financial circumstances.
If you participate in our discretionary portfolio management services, we require you to grant our firm discretionary authority to manage your account. Discretionary authorization will allow our firm to determine the specific securities, and the amount of securities, to be purchased or sold for your account without your approval prior to each transaction. Discretionary authority is typically granted by the investment advisory agreement you sign with our firm, a power of attorney, or trading authorization forms. You may limit our discretionary authority (for example, limiting the types of securities that can be purchased for your account) by providing our firm with your restrictions and guidelines in writing. If you enter into non-discretionary arrangements with our firm, we must obtain your approval prior to executing any transactions on behalf of your account.
Our fees are quoted on an annual basis and billed quarterly in advance pursuant to the following fee schedule(s): Assets Under Advisement/Management Annualized Fee First $200,000 1.30% Next $300,000 1.15% Next $3.0 million 1.00% All additional amounts 0.75% The above stated fees do not include any custodial fees to third-party custodians, brokerage commissions, platform fees, or fees paid to sub-advisors or mutual funds. Acceptable forms of payment include checks, credit cards, bank drafts, direct custodial debits and other mutually agreed upon forms of payment.
Selection of Other Advisers As part of our investment advisory services, we may recommend that you use the services of a third party investment adviser ("TPA") to manage your entire, or a portion of your, investment portfolio. After gathering information about your financial situation and objectives, we will recommend that you engage a specific TPA or investment program. Factors that we take into consideration when making our recommendation(s) include, but are not limited to, the following: the TPA's performance, methods of analysis, fees, your financial needs, investment goals, risk tolerance, and investment objectives. We will periodically monitor the TPA(s)' performance to ensure its management and investment style remains aligned with your investment goals and objectives.
7 Our recommendations to use third party investment advisers are included in our portfolio management fee. We do not charge you a separate fee for the selection of other advisers nor will we share in the advisory fee you pay directly to the TPA. Advisory fees that you pay to the TPA are established and payable in accordance with the Form ADV Part II or other equivalent disclosure document provided by each TPA to whom you are referred. These fees may or may not be negotiable. You should review the recommended TPA's disclosure brochure for information on its fees and services.
You will be required to sign an agreement directly with the recommended TPA(s). You may terminate your advisory relationship with the TPA according to the terms of your agreement with the TPA. You should review each TPA's disclosure brochure for specific information on how you may terminate your advisory relationship with the TPA and how you may receive a refund, if applicable. You should contact the TPA directly for questions regarding your advisory agreement with the TPA.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put our financial interests ahead of yours when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that we give advice that is in your best interest;
•Charge no more than is reasonable for our services; and
•Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest.
Types of Investments We primarily offer advice on exchange traded funds (ETFs) and investment company securities (Mutual Funds). We may also offer advice on separate account managers and individual securities.
Additionally, we may advise you on any type of investment that we deem appropriate based on your stated goals and objectives. We may also provide advice on any type of investment held in your portfolio at the inception of our advisory relationship.
You may request that we refrain from investing in particular securities or certain types of securities. You must provide these restrictions to our firm in writing.
8 Assets Under Management As of January 31, 2023, we provide continuous management services for $46,449,333 in client assets on a non-discretionary basis.