ADV FORM PART 2A - SCHEAR INVESTMENT ADVISERS, LLC

FIRM BROCHURE Schear Investment Advisors, LLC 9987 Carver Road, Suite 120 Cincinnati, OH 45242 FORM ADV PART 2A 513/984-5700 main telephone number 513/792-3702 fax number October 21, 2026 nschear@schearadvisors.com - Neal Schear's e-mail address kgraves@schearadvisors.com - Kerina Graves' e-mail address This brochure provides information about the qualifications and business practices of Schear Investment Advisors, LLC. If you have any questions about the contents of this brochure, please contact us at 513/984-5700 or kgraves@schearadvisors.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration does not imply any level of skill or training for the firm or its registered advisers. Additional information about Schear Investment Advisors, LLC is also available on the SEC's website at WWW.ADVISERINFO.SEC.GOV 1  ITEM 2 MATERIAL CHANGES Pursuant to Ohio and SEC rules, Schear Investment Advisors, LLC will ensure that clients receive a summary of any material changes to this and subsequent disclosure brochures within 120 days after the Firm’s fiscal year end, December 31. This means that if there were any material changes over the past year, clients will receive a summary of those changes no later than April 30. At that time, Schear Investment Advisors, LLC will also offer a copy of its most current disclosure brochure and may also provide other ongoing disclosure information about material changes as necessary. If there are no material changes over the past year, no notices will be sent. Clients and prospective clients can always receive the most current disclosure brochure for Schear Investment Advisors, LLC at any time by contacting their investment advisor representative. This is a new brochure as of October 21, 2026. HIGHLIGHTS OF MATERIAL CHANGES: The material changes in this brochure will be updated annually or when material changes occur since the previous release of the Firm Brochure. Material changes relate to Schear Investment Advisors, LLC’s policies, practices or conflicts of interests. The following material changes have occurred since the date of our last annual ADV filing on 3/25/2026. ● The firm has changed its name from “Schear Investment Advisers, LLC” to “Schear Investment Advisors, LLC” 2  TABLE OF CONTENTS ITEM 3 Cover Page Disciplinary Information Item 1 Item 2 Material Changes Table of Contents Item 3 Advisory Business Item 4 Fees and Compensation Item 5 Performance-Based Fees and Side-By-Side Management Item 6 Item 7 Types of Clients Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Item 9 Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 16 Item 17 Item 18 Other Financial Industry Activities and Affiliations Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Brokerage Practices Review of Accounts Client Referrals and Other Compensation Custody Investment Discretion Voting Client Securities Financial Information 1 2 3 4 6 11 11 12 20 20 21 22 25 26 26 27 27 28 3  ADVISORY BUSINESS ITEM 4 Schear Investment Advisors, LLC (“Schear”, “Adviser” or “the Firm”) is an SEC-registered investment advisor and provides investment advisory services to individuals, high net worth individuals, business entities such as Corporations and Partnerships, pension and profit-sharing plans, trusts, estates and charitable organizations for a fee, discussed in Item 5. The Firm was started in January, 2008 by Neal Schear and Kerina Graves. Neal Schear and Kerina Graves are the principal owners of the Firm. Kerina Graves is the Chief Compliance Officer. Investment Advisory Services Schear specializes in quantitative, fundamental, technical, and economic analysis to determine what investments are in favor of Schear’s investment models. Schear assesses clients’ current holdings and ensures alignment with both short- and long-term goals. The Firm performs ongoing reviews of investment performance and portfolio exposure to market conditions. Accordingly, the Firm is authorized to perform various functions without further approval from the client, such as the determination of securities to be purchased or sold without prior permission from the client for each transaction. Any and all trades are made in the best interest of the client as part of Schear’s fiduciary duty. However, risk is inherent to any investing strategy and model. Therefore, Schear does not guarantee any results or returns. Schear provides financial plans and plan reviews for investment advisory service clients, upon request and at no additional fee. Prior to engaging Schear to provide any investment advisory services, Schear requires a written Investment Management Agreement (“IMA”) signed by the client prior to the engagement of any services. The IMA will outline services to which the client is entitled and fees the client will incur. Schear is an asset-based fee investment management firm. The firm does not receive commissions for purchasing or selling stocks, bonds, mutual funds, real estate investment trusts, or other commissioned products for clients. The firm is not affiliated with entities that sell financial products or securities. No commissions in any form are accepted. Schear does not act as a custodian of client assets. The client always maintains asset control. Schear places trades for clients under a limited power of attorney through qualified custodian/broker. 4  Retirement Plan and Pension Consulting Services In addition to providing investment advisory services to individuals, the Firm offers investment advisory services to employer-sponsored retirement plans, including defined contribution plans (such as 401(k) plans), defined benefit plans, and other retirement arrangements (collectively, “Retirement Plans”). These services are provided to plan sponsors, plan fiduciaries, and, in certain cases, plan participants. The Firm’s services to Retirement Plans are generally limited to investment management and investment- related consulting and do not include plan administration or recordkeeping services, except as specifically agreed upon in writing. Scope of Services Depending on the engagement, the Firm’s retirement plan services may include: • Selection and monitoring of investment options for the plan; • Ongoing management of plan assets on a discretionary or non-discretionary basis; • Assistance with asset allocation and investment policy development; • Periodic performance reporting and review meetings with plan fiduciaries. For certain plans, the Firm may manage only a portion of total plan assets. In such cases, the Firm’s authority and responsibility are limited to the assets under its management, and it does not supervise or manage assets held at other custodians or financial institutions. The Firm generally provides investment management services only and does not serve as the plan’s third-party administrator (“TPA”), recordkeeper, or custodian. Retirement Plans typically engage independent TPAs to perform compliance testing, participant recordkeeping, and required governmental filings. ERISA Status Unless otherwise agreed in writing, the Firm generally serves as an investment adviser under the Employee Retirement Income Security Act of 1974 (“ERISA”) and may act as an ERISA fiduciary with respect to investment advice provided to Retirement Plans. The Firm does not serve as the plan administrator, trustee, or named fiduciary unless expressly agreed upon in a separate written agreement. Services Tailored to Clients’ Needs Services are provided based on a client’s specific needs within the scope of the services provided as discussed above. A review of the information provided by the client regarding the client’s current financial situation, goals, and risk tolerances will be 5  performed and advice will be provided that is in line with available information. Wrap Fee Program versus Portfolio Management Program Schear does not offer a Wrap Fee Program. Assets Under Management As of December 31, 2025, Schear Investment Advisors, LLC manages $268,765,837 on a discretionary basis and $0 on a non-discretionary basis. The principal owner, Neal E. Schear, also manages $12,180,866 as of 12/31/25 in securities that are owned by a partnership which operates as a "hedge fund". This partnership, Schear Investment Partners, L.P., operates separately from the advisory business. FEES AND COMPENSATION ITEM 5 Schear Investment Advisors, LLC offers investment services to clients for a fee. Most of the clients pay a fee between 0.25% and 1.25% based on assets under management depending on what is negotiated with the investment adviser. Individual clients negotiate individual fee arrangements based on account size and type of securities or funds held in their accounts. The fee is calculated quarterly and is paid in advance based on the balance of the previous calendar quarter. In all instances, the fee is deducted from the client's Charles Schwab account. The fee is prorated if the client enters or leaves in the middle of a calendar quarter for any unearned advisory fees. The firm will not refund a client if the refund is less than $10. Schear, in its sole discretion, may waive the account minimum requirement based upon certain criteria (e.g., historical relationship, types of assets, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, etc.). Investment Advisory Fees All asset based fees are deducted by the qualified custodian of record on a quarterly basis in Advance, or as otherwise indicated in the client agreement. Client statements for prior deductions will be provided on a quarterly basis. Schear, in its sole discretion, may discount or waive the investment advisory fee at the 6  household or account level based upon certain criteria (e.g., historical relationship, types of assets, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, etc.). All fees paid to Adviser for investment advisory services are separate and distinct from the expenses charged by third-party managers and Investment Companies to their shareholders. These fees and expenses are described to the client in separate disclosures. These fees will generally include third-party management fees, an Investment management fee, other fund expenses, and in some situations a possible distribution fee. Adviser will provide investment advisory services and portfolio management services but will not provide custodial or other administrative services. Adviser may accept or maintain custody of a client’s funds or securities, including for authorized fee deduction. The Client may contact the Custodian directly for disbursements, or account record changes, and may also do so in writing to the custodian. Adviser may act at the client’s convenience to facilitate such written communications to the Custodian, provided that such action is not construed to be custody of client assets. Client is responsible for all custodial and securities execution fees charged by the custodian and executing broker-dealer. Fees paid to Adviser are separate and distinct from the custodian and execution fees. Clients may request to terminate their advisory contract with Adviser, in whole or in part, by providing advance written notice. Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to client through the Custodian. Client’s advisory agreement with the Adviser is non-transferable without Client’s written approval. Retirement Plan and Pension Consulting Fees Fees for retirement plan investment advisory services are negotiated on a plan-by-plan basis and are fully disclosed in the applicable advisory agreement. For most Retirement Plan engagements, the fees are between 0.25% and 1.25% based on a percentage of assets under management depending on what is negotiated with the investment adviser. The fee is assessed only on the portion of plan assets managed by the Firm and does not apply to assets held outside the Firm’s management. Fees are generally billed in advance, as specified in the advisory agreement, and are deducted directly from plan assets or billed to the plan sponsor, as agreed. All asset based fees are deducted by the plan sponsor of record on a quarterly basis in 7  Advance, or as otherwise indicated in the client agreement. Client statements for prior deductions will be provided on a quarterly basis. Schear, in its sole discretion, may discount or waive the investment advisory fee at the household or account level based upon certain criteria (e.g., historical relationship, types of assets, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, etc.). Clients may request to terminate their advisory contract with Adviser, in whole or in part, by providing advance written notice. Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to client through the Custodian. Client’s advisory agreement with the Adviser is non-transferable without Client’s written approval. Separate Third-Party Fees Retirement Plans typically incur additional fees charged by third parties, including but not limited to: • Third-party administrators (TPAs); • Recordkeepers; • Custodians; • Payroll providers. These fees are separate from and in addition to the Firm’s advisory fees. The Firm does not receive compensation from TPAs or other service providers for referring clients to them, unless otherwise disclosed. No Fees for Certain Plans The Firm does not charge advisory fees for its own internal retirement plan. Fee Deduction Disclosure Where Adviser deducts its management fee from client accounts utilizing a qualified custodian, the Adviser is required to meet the following requirements. a. Possess written authorization from the client to deduct advisory fees from an account held by a qualified custodian; b. The firm must send the qualified custodian a written invoice detailing the fee amount to be deducted from the client account; and, 8  c. The firm must send the client a written invoice itemizing the fee, the invoice must detail 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. This may be included with the clients quarterly performance report. Right of Cancellation In addition to the right to terminate an agreement pursuant to its terms, a client may cancel an agreement with Adviser within five (5) business days of first receiving a copy of this disclosure brochure and supplement without penalty or fee. Adviser's Investment management fees are payable quarterly in advance, based on average daily balances with adjustments for additional deposits of funds if any made in a quarter already billed, which will be billed in arrears at the beginning of the next quarter for the additional cash flow. Upon termination, any fees paid in advance will be prorated to the date of termination and any excess will be refunded to client by check issued to the customer as soon as practicable. Schear does not refund any amount lower than $10. Neal Schear, principal owner of the company, manages another entity's investments (Schear Investment Partners, L.P.) which operates as a hedge fund. Mr. Schear, through his investment management company (Schear Capital, Inc.) can earn a performance- based fee for growth above 12% per year compounded peak to peak. The last performance bonus was earned in 2007. There is a potential for a conflict of interest in management of individual advisory clients. Every attempt is made to make trades which does not create an investment advantage to the hedge fund even though the potential exists. Due to the size of the trades made, which are typically under $100,000, the potential for significant market movement by Schear Investment Partners, L.P. or Schear Investments Advisers, LLC is minimized. Private Fund Schear provides investment management services to Schear Investment Partners, L.P. (the “Fund”). The Fund are what is commonly referred to as 3(c)(1) funds, a term which refers to a section of the Investment Company Act of 1940, as amended (the “ICA”). The Fund are currently open to investors who are “accredited investors” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and satisfy the “qualified client” standard of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (the “Investors”). The text of this brochure relates to SMAs unless a Fund is specified. Schear assesses clients’ current holdings and ensures alignment with both short-and long-term goals. The Firm performs ongoing reviews of investment performance and portfolio exposure to market conditions. Accordingly, the Firm is authorized to perform various functions without further approval from the client, such as the determination of securities to be purchased or sold without prior permission 9  from the client for each transaction. Any and all trades are made in the best interest of the client as part of Schear’s fiduciary duty. However, risk is inherent to any investing strategy and model. Therefore, Schear does not guarantee any results or returns. Private Fund Management All Investors in one or more of the Funds receive a Confidential Private Offering Memorandum (the “Offering Memorandum”) and other offering documents before being given the opportunity to invest in the Fund. The Offering Memorandum discusses in detail the investment objectives, investment strategy and risk factors relating to an investment in the Fund. The investment objective of the Fund is to generate superior absolute returns by investing primarily on a long basis and short basis in a select number of publicly traded equity securities and other investments using “growth at a reasonable price” as our primary investment methodology. The firm maintains a flexible and opportunistic mandate for the Fund, and as such, there is no limitation on portfolio companies’ market capitalizations, industries or sectors, or countries of organization or domicile. Additional Fees & Expenses In addition to the quarterly management fee charged by the Firm, assets which are invested in shares of mutual funds may be subject to additional fees and expenses charged by the mutual fund company and discussed in the fund's prospectus. The client may also be charged a transaction fee for trades done through Charles Schwab. Electronic trades of stocks and ETFs have a $0 fee. Electronic trades of mutual funds have a $0-25 fee. Electronic trades of options have a $0 base fee plus $0.65 per contract fee. Electronic trades of treasuries have a $0 fee, fixed income trades have a $1/bond fee with a minimum $10/maximum $250 fee. Broker-assisted trades at Schwab carry a fee, but those are rarely done by Schear Investment Advisors, LLC. Mutual fund companies impose internal fees and expenses on clients. These fees are in addition to the costs associated with the investment advisory services as described above. Complete details of such internal expenses are specified and disclosed in each mutual fund company’s prospectus. Clients are strongly advised to review the prospectus(es) prior to investing in such securities. Mutual funds purchased or sold in broker-dealer accounts may generate transaction fees that would not exist if the purchase or sale were made directly with the mutual fund company. Mutual funds held in broker-dealer accounts also charge management fees. These mutual fund management fees may be more or less than the mutual fund management fees charged if the client held the mutual fund directly with the mutual fund company. Clients may purchase shares of mutual funds directly from the mutual fund issuer, its principal underwriter, or a distributor 10  without purchasing the services of Schear or paying the advisory fee on such shares (but subject to any applicable sales charges). Certain mutual funds are offered to the public without a sales charge. In the case of mutual funds offered with a sales charge, the prevailing sales charge (as described in the mutual fund prospectus) may be more or less than the applicable advisory fee. However, clients would not receive Schear’s assistance in developing an investment strategy, selecting securities, monitoring performance of the account, and making changes, as necessary. Please refer to Item 12 “Brokerage Practices” of this brochure for additional information. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE ITEM 6 MANAGEMENT To avoid potential conflicts of interest, Schear Investment Advisors, LLC does not charge clients a performance-based fee. TYPES OF CLIENTS ITEM 7 Schear Investment Advisors, LLC's clients are a combination of individuals, high net worth individuals, business entities such as corporations and partnerships, trusts, pension and profit-sharing plans and charitable organizations. At this time, the Firm does not require a minimum investment to open or maintain an account with Schear Investment Advisors, LLC. There is also a minimum fee charged to accounts that are less than $10,000 per household for our investment advisory services. The minimum fee is $100/year or $25/quarterly. This fee is charged quarterly in advance based on the balance of the previous calendar quarter. Currently there is no one that is charged this minimum fee. Schear, in its sole discretion, may waive the account minimum requirement based upon certain criteria (e.g., historical relationship, types of assets, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, etc.). METHODS OF ANALYSIS, INVESTMENT ITEM 8 STRATEGIES AND RISK OF LOSS 11  The Firm manages the investment portfolios of its clients employing long-term investment strategies developed over 30 years of buying and selling marketable securities. The Firm primarily uses fundamental analysis and technical analysis of securities. Sources of information include financial news, company reports, press releases and research materials prepared by others. The Firm may invest in marketable securities (publicly traded) which can include individual company stocks (common, preferred and convertibles), bonds (corporate and municipal), options (calls, puts), index options, ishares, exchange traded funds, mutual funds, publicly traded master limited partnership units (MLP's) and other marketable securities. The Firm also buys certificates of deposit (CDs). The Firm can use margin in approved client accounts. Generally, the Firm employs investment strategies to create long-term growth versus short-term trading profits. On occasion, trades can occur which can be deemed short- term in nature. The individual accounts are managed to accomplish the goals of the client such as growth, income, and/or safety. All investments in marketable securities involve risk of loss and no guarantee is made that the account will not lose money or that the account will generate minimum levels of growth or income. Past experience has shown that the investments can fluctuate significantly in value and that investors unwilling or unable to lose money should seek alternative investment management. Our advisory firm primarily invests in individual company equity securities (common stock) which are selected based on our experience. Attempts are made to diversify the portfolios but smaller accounts may be unable to sufficiently diversify. Individual stock ownership can contain added risk. The individual company performance and stock price can be increased or reduced by events and management out of control of the investment adviser. The individual advisers can and do own investments (stocks) which are the same as the clients. The advisers can and do buy these same securities at different times than the clients and may buy or sell some securities at opposite times as the clients based on individual needs. The majority of the time the ownership of securities is the same between client accounts and the adviser's account. Option and margin trading involve greater risk than simply trading stocks, bonds and mutual funds and is not appropriate for every investor. Risk tolerance is determined on an account by account, investor by investor basis. Option and margin trading usually is a 12  very time sensitive investment of a short-term duration. This type of trading involves speculation and complexity where the potential for loss can be greater than the initial investment. Every effort is made to discuss these risks with clients before entering into these transactions. Option trading is limited to the Schear Investment Partners hedge fund, the advisors' personal accounts and one other accredited investor. Margin trading is done from time to time on the Schear Investment Partners hedge fund account and two other accredited investor. The Firm may use the following methods when considering investment strategies and recommendations. Charting Review Charting is a technical analysis that charts the patterns of stocks, bonds, and commodities to help determine buy and sell recommendations for clients. It is a way of gathering and processing price and volume information in a security by applying mathematical equations and plotting the resulting data onto graphs in order to predict future price movements. A graphical historical record assists the analyst in spotting the effect of key events on a security’s price, its performance over a period of time, and whether it is trading near its high, near its low or in between. Chartists believe that recurring patterns of trading, commonly referred to as indicators, can help them forecast future price movements. Fundamental Review A fundamental analysis is a method of evaluating a company or security by attempting to measure its intrinsic value. Fundamental analysis attempts to determine the true value of a company or security by looking at all aspects of the company or security, including both tangible factors (e.g., machinery, buildings, land, etc.) and intangible factors (e.g., patents, trademarks, “brand” names, etc.). Fundamental analysis also involves examining related economic factors (e.g., overall economy and industry conditions, etc.), financial factors (e.g., company debt, interest rates, management salaries and bonuses, etc.), qualitative factors (e.g., management expertise, industry cycles, labor relations, etc.), and quantitative factors (e.g., debt-to-equity and price-to- equity ratios). The end goal of performing fundamental analysis is to produce a value that an investor can compare with the security's current price with the aim of determining what sort of position to take with that security (e.g., if underpriced, the security should be bought; if overpriced the security should sold). Fundamental analysis uses real data to evaluate a security's value. Although most analysts use fundamental analysis to value stocks, this method of valuation can be used for many types of securities. 13  Technical Review A technical analysis is a method of evaluating securities that analyzes statistics generated by market activity, such as past prices and volume. Technical analysis does not attempt to measure a security's intrinsic value, but instead uses past market data and statistical tools to identify patterns that can suggest future activity. Historical performance of securities and the markets can indicate future performance. Cyclical Review A cyclical analysis assumes the market reacts in reoccurring patterns that can be identified and leveraged to provide performance. Cyclical analysis of economic cycles is used to determine how these reoccurring patterns, or cycles, affect the returns of a given investment, asset, or company. Cyclical analysis is a time-based assessment which incorporates past and present performance to determine future value. Cyclical analyses exist because the broad economy has been shown to move in cycles, from periods of peak performance to periods of low performance. The risks of this strategy are two-fold: (1) the markets do not always repeat cyclical patterns; and (2) if too many investors begin to implement this strategy, it changes the very cycles of which they are trying to take advantage. Economic Review An economic analysis determines the economic environment over a certain time horizon. This involves following and updating historic economic data such as U.S. gross domestic product and consumer price index as well as monitoring key economic drivers such as employment, inflation, and money supply for the world’s major economies. A. Investment Strategies When implementing investment advice to clients, the Firm may employ a variety of strategies to best pursue the objects of clients. Depending on market trends and conditions, Schear will employ any technique or strategy herein described, at the Firm’s discretion and in the best interests of the client. The Firm does not recommend any particular security or type of security. Instead, the Firm makes recommendations to meet a particular client’s financial objectives. There is inherent risk to any investment and clients may suffer loss of ALL OR PART of a principal investment. Long-Term Purchases Long-term purchases are securities that are purchased with the expectation that the value of those securities will grow over a relatively long period, generally greater than one year. Long-term purchases may be affected by unforeseen changes in the company in which a client is invested or in the overall market. Long term trading is designed to capture market rates of both return and risk. Frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and 14  taxes. Due to its nature, the long-term strategy can expose clients to various other types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include, but are not limited to, inflation (purchasing power) risk, interest rate risk, economic risk, and political/regulatory risk. Short-Term Purchases Short-term purchases are securities that are purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities’ short-term price fluctuations. Short-term trading generally holds greater risk. Frequent trading can affect investment performance due to increased brokerage fees and other transaction costs and taxes. Strategic Asset Allocation Asset allocation is a combination of several different types of investments; typically, this includes stocks, bonds, and cash equivalents among various asset classes to achieve diversification. The objective of asset allocation is to manage risk and market exposure while still positioning a portfolio to meet financial objectives. B. Risk of Loss Investing inherently involves risk up to and including loss of the principal sum. Further, past performance of any security is not necessarily indicative of future results. Therefore, future performance of any specific investment or investment strategy based on past performance should not be assumed as a guarantee. Schear does not provide any representation or guarantee that the financial goals of clients will be achieved. The potential return or gain and potential risk or loss of an investment varies, generally speaking, with the type of product invested in. Below is an overview of the types of products available on the market and the associated risks of each: General Risks Investing in securities always involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives can or will be met. Past performance is in no way an indication of future performance. We also cannot assure that third parties will satisfy their obligations in a timely manner or perform as expected or marketed. General Market Risk Investment returns will fluctuate based upon changes in the value of the portfolio 15  securities. Certain securities held may be worth less than the price originally paid for them, or less than they were worth at an earlier time. Common Stocks Investments in common stocks, both directly and indirectly through investment in shares of ETFs, may fluctuate in value in response to many factors, including, but not limited to, the activities of the individual companies, general market and economic conditions, interest rates, and specific industry changes. Such price fluctuations subject certain strategies to potential losses. During temporary or extended bear markets, the value of common stocks will decline, which could also result in losses for each strategy. Portfolio Turnover Risk High rates of portfolio turnover could lower performance of an investment strategy due to increased costs and may result in the realization of capital gains. If an investment strategy realizes capital gains when it sells its portfolio investments, it will increase taxable distributions to you. High rates of portfolio turnover in a given year would likely result in short-term capital gains and under current tax law you would be taxed on short-term capital gains at ordinary income tax rates, if held in a taxable account. Non-Diversified Strategy Risk Some investment strategies may be non-diversified (e.g., investing a greater percentage of portfolio assets in a particular issuer and owning fewer securities than a diversified strategy). Accordingly, each such strategy is subject to the risk that a large loss in an individual issuer will cause a greater loss than it would if the strategy held a larger number of securities or smaller positions sizes. Model Risk Financial and economic data series are subject to regime shifts, meaning past information may lack value under future market conditions. Models are based upon assumptions that may prove invalid or incorrect under many market environments. We may use certain model outputs to help identify market opportunities and/or to make certain asset allocation decisions. There is no guarantee any model will work under all market conditions. For this reason, we include model related results as part of our investment decision process but we often weigh professional judgment more heavily in making trades or asset allocations. ETF Risks, including Net Asset Valuations and Tracking Error An ETF's performance may not exactly match the performance of the index or market benchmark that the ETF is designed to track because 1) the ETF will incur expenses and transaction costs not incurred by any applicable index or market benchmark; 2) certain securities comprising the index or market benchmark tracked by the ETF may, from time 16  to time, temporarily be unavailable; and 3) supply and demand in the market for either the ETF and/or for the securities held by the ETF may cause the ETF shares to trade at a premium or discount to the actual net asset value of the securities owned by the ETF. Certain ETF strategies may from time to time include the purchase of fixed income, commodities, foreign securities, American Depository Receipts, or other securities for which expenses and commission rates could be higher than normally charged for exchange-traded equity securities, and for which market quotations or valuation may be limited or inaccurate. Clients should be aware that to the extent they invest in ETF securities they will pay two levels of advisory compensation – advisory fees charged by Adviser plus any advisory fees charged by the issuer of the ETF. This scenario may cause a higher advisory cost (and potentially lower investment returns) than if a Client purchased the ETF directly. An ETF typically includes embedded expenses that may reduce the ETF's net asset value, and therefore directly affect the ETF's performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. Expenses of the ETF may include investment advisor management fees, custodian fees, brokerage commissions, and legal and accounting fees. ETF expenses may change from time to time at the sole discretion of the ETF issuer. ETF tracking error and expenses may vary. Inflation, Currency, and Interest Rate Risks Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of an investor’s future interest payments and principal. Inflation also generally leads to higher interest rates, which in turn may cause the value of many types of fixed income investments to decline. In addition, the relative value of the U.S. dollar-denominated assets primarily managed by Adviser may be affected by the risk that currency devaluations affect Client purchasing power. Liquidity Risk Liquidity is the ability to readily convert an investment into cash to prevent a loss, realize an anticipated profit, or otherwise transfer funds out of the particular investment. Generally, investments are more liquid if the investment has an established market of purchasers and sellers, such as a stock or bond listed on a national securities exchange. Conversely, investments that do not have an established market of purchasers and sellers may be considered illiquid. Your investment in illiquid investments may be for an indefinite time, because of the lack of purchasers willing to convert your investment to cash or other assets. Legislative and Tax Risk Performance may directly or indirectly be affected by government legislation or 17  regulation, which may include, but is not limited to: changes in investment advisor or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities; and changes in the tax code that could affect interest income, income characterization and/or tax reporting obligations, particularly for options, swaps, master limited partnerships, Real Estate Investment Trust, Exchange Traded Products/Funds/Securities. We do not engage in tax planning, and in certain circumstances a Client may incur taxable income on their investments without a cash distribution to pay the tax due. Clients and their personal tax advisors are responsible for how the transactions in their account are reported to the IRS or any other taxing authority. Foreign Investing and Emerging Markets Risk Foreign investing involves risks not typically associated with U.S. investments, and the risks maybe exacerbated further in emerging market countries. These risks may include, among others, adverse fluctuations in foreign currency values, as well as adverse political, social, and economic developments affecting one or more foreign countries. In addition, foreign investing may involve less publicly available information and more volatile or less liquid securities markets, particularly in markets that trade a small number of securities, have unstable governments, or involve limited industry. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws or tax withholding requirements, unique trade clearance or settlement procedures, and potential difficulties in enforcing contractual obligations or other legal rules that jeopardize shareholder protection. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Information Security Risk We may be susceptible to risks to the confidentiality and security of its operations and proprietary and customer information. Information risks, including theft or corruption of electronically stored data, denial of service attacks on our website or websites of our third-party service providers, and the unauthorized release of confidential information are a few of the more common risks faced by us and other investment advisers. Data security breaches of our electronic data infrastructure could have the effect of disrupting our operations and compromising our customers' confidential and personally identifiable information. Such breaches could result in an inability of us to conduct business, potential losses, including identity theft and theft of investment funds from customers, and other adverse consequences to customers. We have taken and will continue to take steps to detect and limit the risks associated with these threats. 18  Tax Risks Tax laws and regulations applicable to an account with Adviser may be subject to change and unanticipated tax liabilities may be incurred by an investor as a result of such changes. In addition, customers may experience adverse tax consequences from the early assignment of options purchased for a customer's account. Customers should consult their own tax advisers and counsel to determine the potential tax-related consequences of investing. Advisory Risk There is no guarantee that our judgment or investment decisions on behalf of particular any account will necessarily produce the intended results. Our judgment may prove to be incorrect, and an account might not achieve her investment objectives. In addition, it is possible that we may experience computer equipment failure, loss of internet access, viruses, or other events that may impair access to accounts’ custodians’ software. Adviser and its representatives are not responsible to any account for losses unless caused by Adviser breaching our fiduciary duty. Certificates of Deposit (CDs) The Firm may recommend certificates of deposit (“CDs”) or other bank cash-equivalent products when appropriate for a client’s objectives. CDs are not marketable securities and may be issued by banks or credit unions. These products may offer fixed interest and principal protection subject to the creditworthiness of the issuing institution and applicable FDIC or NCUA insurance limits. Pledged Asset Accounts / Securities-Based Lending The Firm may also recommend or assist clients in establishing pledged asset accounts or securities-based lending arrangements, in which a client uses securities or other assets as collateral for a line of credit or loan. These arrangements are typically provided by third-party custodians or banks. The Firm does not act as lender and does not receive compensation from such arrangements. Dependence on Key Employees An accounts success depends, in part, upon the ability of our key professionals to achieve the targeted investment goals. The loss of any of these key personnel could adversely impact the ability to achieve such investment goals and objectives of the account. Adviser does not primarily recommend a particular type of security. DISCIPLINARY INFORMATION ITEM 9 19  Schear Investment Advisors, LLC, its registered advisers, and its owner and operator, Neal Schear, are not involved in any disciplinary action nor have they been involved with any disciplinary action in the past. ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Registration as a Broker/Dealer or Broker/Dealer Representative Schear is not registered and does not have an application pending to register, as a broker dealer and its management persons are not registered as broker/dealer representative. Registration as a Futures Commission merchant, Commodity Pool Operator Schear and its management persons are not registered and do not have application pending to register, as a futures commission merchant, commodity pool operator/advisor. Relationships Material to this Advisory Business and Possible Conflicts of Interest Registered investment advisers of the Firm may also be employed by Schear & Schear CPAs, an accounting firm owned and managed by the principal partner in the Firm, Neal Schear. Mr. Schear spends approximately 20% of his time on the accounting and tax services through Schear & Schear. The other advisers spend about 60% of their time on Schear & Schear accounting and tax services and 40% of their time is devoted to Schear Investment Advisors, LLC business. There are several clients that are clients of both the accounting firm and the investment advisory firm, but it is not a requirement to be a customer of both. In addition to Schear and Schear, CPA's, Neal Schear is also employed by Schear Capital, Inc. as its President. He provides investment management services for Schear Investment Partners, LP and acts as its general partner. Mr. Schear spends approximately 20% of his time providing these services. Schear Investment Partners, LP is an investment partnership (hedge fund). The investment in this limited partnership is only for accredited investors, per SEC regulations. There are some clients that are clients of both the hedge fund and the investment advisory firm, but it is not a requirement to be a customer of both. Kerina Graves is the Chief Compliance Officer for Schear Capital. She spends 20  approximately 10% of her time on Schear Capital, Inc. proving these services. The potential for conflict of interest exists between the individual advisers, their families, their related entities and Schear Investment Partners, L.P. with respect to investment choices and decisions. The advisers attempt to not make decisions which are in conflict between their outside interests and that of their client. Individual needs can create a difference in decisions but the majority of decisions are made consistently between the client's investments and the adviser's own interests. Selection of other Advisors Schear does not recommend or select other investment advisers for its clients. ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING It is Schear Investment Advisors, LLC's policy to comply with the code of ethics established under the Investment Advisors Act of 1940. A summary of this policy is available upon request. It is the Firm's belief that all investment advisers and employees of the firm act in the most ethical manner and maintain behavior that is above reproach. Each investment adviser must disclose to the compliance officer or principals their personal securities transactions and holdings at least annually. It is the firm’s policy that each employee always acts in the best interest of the client. The Compliance Officer periodically reviews each registered adviser's active securities holdings. The Principal reviews the Compliance Officer's active securities holdings on a periodic basis also. All client purchases and sales of securities are performed prior to personal transactions of the advisers or at comparable pricing. We cannot guarantee that clients will receive better pricing than the advisers, but there will be no attempt to make purchases or sales for clients that would provide benefit of timing to the advisers, other than general market conditions. Whenever possible block trades are made for clients and the trades are allocated to the various accounts by the end of the market day. Mr. Schear generally makes purchases and sales for his managed limited partnership, Schear Investment Partners, L.P. before similar trades are made for advisory clients. No attempt is made to gain advantage by the sequence of trading priority. Sequence of trading before or after one another does not determine better pricing or investment advantage. 21  ITEM 12 BROKERAGE PRACTICES All Schear Investment Advisors, LLC clients maintain accounts at Charles Schwab. Schwab was selected as a broker-dealer for the Firm based on their outstanding reputation, dedication to quality products and services, and their low-cost fee structure. Schear Investment Advisors, LLC does not pay a fee to Schwab for services. Clients may pay a nominal fee to Schwab for execution of trades as discussed in Item 5. The fee is deducted from the settlement of the transaction. The fee charged by Schwab for various transactions is commensurate with other broker-dealers, such as TD Ameritrade or Fidelity. The Firm does maintain a computer program, Advyzon. These programs are used to generate quarterly reports for clients and daily reports for advisers as well as review and analysis of customer accounts and to track performance. Clients do not pay anything additional for the Firm's software, it is an expense of the Firm. All client purchases and sales of securities are performed prior to personal transactions of the advisers or at comparable pricing except for transactions with Schear Investment Partners, L.P. Trades for Schear Investment Partners, L.P. are made at any time without regard for purchases and sales of advisory clients. All attempts are made, but we cannot guarantee that clients will receive better pricing than the advisers, but there will be no attempt to make purchases or sales for clients that would provide benefit of timing to the advisers, other than general market conditions. Whenever possible block trades are made for clients and the trades are allocated to the various accounts by the end of the market day. Schear Investment Advisors, LLC or its registered investment advisers do not receive a fee, commission or discount from Schwab for recommending, requesting or requiring clients to use Schwab brokerage services. Selection and Recommendation Schear has a duty to select brokers, dealers and other trading venues that provide best execution for clients. The duty of best execution requires an investment adviser to seek to execute securities transactions for clients in such a manner that the client’s total cost or proceeds in each transaction is the most favorable under the circumstances, taking into account all relevant factors. The lowest possible commission, while very important, is not the only consideration. The brokers dealer Schear utilizes is Charles Schwab. 22  It is the policy of the Firm to seek best execution in all portfolio trading activities for all investment disciplines and products, regardless of whether commissions are charged. This applies to trading in any instrument, security, or contract including equities, bonds, and forward or derivative contracts. The standards and procedures governing best execution are set forth in several written policies. Generally, to achieve best execution, Schear considers the following factors, without limitation, in selecting brokers and intermediaries: ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ ⋅ Execution capability; Order size and market depth; Availability of competing markets and liquidity; Trading characteristics of the security; Availability of accurate information comparing markets; Quantity and quality of research received from the broker dealer; Financial responsibility of the broker-dealer; Reputation and integrity; Responsiveness; Recordkeeping; Ability and willingness to commit capital; Available technology; and Ability to address current market conditions. Schear evaluates the execution, performance, and risk profile of the broker-dealers it uses at least quarterly. Research and Other Soft Dollar Benefits Soft dollar practices are arrangements whereby an investment adviser directs transactions to a broker‐dealer in exchange for certain products and services that are allowable under SEC and Ohio rules. Client commissions may be used to pay for brokerage and research services and products as long as they are eligible under Section 28(e) of the Exchange Act of 1934. Section 28(e) sets forth a “safe harbor,” which provides that an investment adviser that has discretion over a client account is not in breach of its fiduciary duty when paying more than the lowest commission rate available if the adviser determines in good faith that the rate paid is commensurate with the value of brokerage and research services provided by the broker‐dealer. Schear does not currently have any soft dollar benefit arrangements. Brokerage for Client Referrals Schear does not receive client referrals from third parties for recommending the use of 23  specific broker-dealer brokerage services. Directed Brokerage Schear does allow client directed brokerage, but must be able to achieve proper access to trade on the necessary platforms. Each situation will be evaluated by Schear independently and Schear maintains sole discretion to ultimately determine brokers with which it will work. Order Aggregation Schear may, at times, aggregate sale and purchase orders of securities (“block trading”) for advisory accounts with similar orders in order to obtain the best pricing averages and minimize trading costs. This practice is reasonably likely to result in administrative convenience or an overall economic benefit to the client. Clients also benefit relatively from better purchase or sale execution prices, or beneficial timing of transactions or a combination of these and other factors. Aggregate orders will be allocated to client accounts in a systematic non-preferential manner. Schear may aggregate or “bunch” transactions for a client’s account with those of other clients in an effort to obtain the best execution under the circumstances. Trade Error Policy Schear maintains a record of any trading errors that occur in connection with investment activities of its clients. Both gains and losses that result from a trading error made by Schear will be borne or realized by Schear. ITEM 13 REVIEW OF ACCOUNTS Schear Investment Advisors, LLC reviews client's accounts at least quarterly. Typically, each account is viewed at least monthly by the adviser to see what securities are held in the account and to determine if any securities should be purchased or sold that day based on the individual client's financial plan. On a quarterly basis, each client receives several reports directly from Schear Investment Advisors as to what securities are in their account at that particular calendar quarter end and their market value as well as the cost basis and unrealized gain or loss on the security. A portfolio summary report is generated for the year to date return compared to the Dow Jones Industrial Average, Nasdaq, the S&P 500 Index and a blended rate of stocks and bonds. A Summary report is also generated showing the client's beginning value in the account at the beginning of the year, year to date activity in relation to contributions, income, capital appreciation, management fees, and other 24  expenses as well as the ending value in the account. All these reports are accompanied by a two to three page market commentary from the advisers as to the state of the economy and overall opinions of the future market conditions as they relate to securities. The client will receive a statement of the quarterly management fee and its calculation that will be deducted from their account later that month or the amount that needs to be paid if that is the agreed upon arrangement with the client. As a control for financial protection, the client also receives monthly statements and trade confirmations directly from Charles Schwab & Co. The clients have access to go online or contact Charles Schwab directly to view their accounts or make investment decisions (make trades) on their own. Periodic Reviews The Firm regularly reviews and evaluates client accounts for compliance with each client’s investment objectives, policies and restrictions. The Firm analyzes rates of return and allocation of assets to determine model strategy effectiveness. Such reviews are conducted by the Chief Compliance Officer of Schear and shall occur at least once per calendar year. Intermittent Review Factors Intermittent reviews may be triggered by substantial market fluctuation, economic or political events, or changes in the client’s financial status (such as retirement, termination of employment, relocation, inheritance, etc.). Clients are advised to notify Schear promptly if there are any material changes in their financial situation, investment objectives, or in the event they wish to place restrictions on their account. Reports Clients may receive confirmations of purchases and sales in their accounts and will receive, at least quarterly, statements containing account information such as account value, transactions, and other relevant information. Confirmations and statements are prepared and delivered by the custodian. ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION Client Referrals Currently, Schear Investment Advisors, LLC does not have any arrangement with any individual or business that offers client referrals for a fee. A client of the firm may refer a new client, but the firm does not pay a referral fee or compensate the client in any way. 25  Other Compensation Adviser will not pay another person or entity for referring or soliciting clients for Adviser. ITEM 15 CUSTODY Schear Investment Advisors, LLC (“Schear”) does not have physical custody of client funds or securities. Client assets are maintained at a qualified custodian, Charles Schwab & Co., Inc., in the client’s name. Schear is deemed to have custody of client assets under SEC rules solely as a result of (i) its authority to deduct advisory fees directly from client accounts pursuant to written client authorization, and (ii) a related person of Schear serving as a co-trustee for a single charitable organization client. With respect to fee deduction, clients provide written authorization permitting Schear to deduct advisory fees from their custodial accounts. Clients receive account statements directly from the qualified custodian at least quarterly and are encouraged to review such statements carefully and compare them to any reports provided by Schear. In addition, a related person of Schear serves as a co-trustee for one charitable foundation client. This trustee relationship arose from a personal relationship that predated the advisory relationship. Assets of the charitable foundation are maintained with a qualified custodian, and the Firm does not otherwise serve as trustee or have custody of client assets outside of the circumstances described above. Schear does not act as a broker-dealer, does not accept possession of client funds or securities, and does not serve as trustee or have custody for clients as part of its regular advisory services. The qualified custodian currently utilized by Schear is Charles Schwab & Co., Inc. ITEM 16 INVESTMENT DISCRETION Schear may exercise full discretionary authority to supervise and direct the investments of a client’s account. This authority will be granted by clients upon completion of 26  Schear’s IMA. This authority allows Schear and its affiliates to implement investment decisions without prior consultation with the client. Such investment decisions are made in the client’s best interest and in accordance with the client’s investment objectives. Other than agreed upon management fees due to Schear, this discretionary authority does not grant the Firm the authority to have custody of any assets in the client’s account or to direct the delivery of any securities or the payment of any funds held in the account to Schear. The discretionary authority granted by the client to the Firm does not allow Schear to direct the disposition of such securities or funds to anyone except the account holder. ITEM 17 VOTING CLIENT SECURITIES Schear Investment Advisors, LLC has the authority to vote client securities as part of the Investment Management Agreement that each client signs. The firm votes via proxy statements online for all securities that voting information is provided within the time frame the security allows. Clients can request that additional materials be forwarded to them on all their securities or that they vote their own shares. If clients want to vote their own shares or receive materials directly from the companies they own, there is a form that is completed and signed at Schwab. The client will then receive voting instructions and materials directly from the company and the client is responsible for voting their shares. ITEM 18 FINANCIAL INFORMATION Balance Sheet Requirement Schear is not the qualified custodian for client funds or securities and does not require prepayment of fees of more than $1200 per client, six (6) months or more in advance. Financial Condition Schear does not have any financial impairment that would preclude the Firm from meeting contractual commitments to clients. Bankruptcy Petition Schear has not been the subject of a bankruptcy petition at any time during the last 10 years. 27