KEATING INVESTMENT COUNSELORS INC

KEATING INVESTMENT COUNSELORS, INC. 101 SE 6th Ave, Suite A Delray Beach, FL 33483 Telephone 561-278-7862 December 12th, 2025 Form ADV PART 2A Firm Brochure This brochure provides information about the qualifications and business practices of Keating Investment Counselors, Inc. If you have any questions about the contents of this brochure, please contact us at 561-278-7862. 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. Additional information about Keating Investment Counselors, Inc. is available on the SEC’s website at www.adviserinfo.sec.gov. The searchable IARD/CRD number for Keating Investment Counselors, Inc. is 110134. Keating Investment Counselors, Inc. is a SEC registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. 1  Item 2 Material Changes Regulatory rules require that we provide a summary of any material changes to this brochure and any subsequent brochures within 120 days of the close of our business's fiscal year. In addition, we will provide other ongoing disclosure information about material changes or an updated brochure when necessary. Since the last amendment on March 20th, 2025, we made the following material changes; Item 12 Brokerage Practices We updated the Portfolio Managers involved with Block Trading procedures. Item 13 Review of Accounts We updated the list of who at Keating will review accounts. 2  Item 3 Table of Contents PAGE Firm Brochure ....................................................................................................................................... 1 Item 2 Material Changes ................................................................................................................ 2 Item 3 Table of Contents ................................................................................................................... 3 Item 4 Advisory Business ............................................................................................................... 4 Item 5 Fees and Compensation ...................................................................................................... 5 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 Risks of Loss ........................................... 9 Item 9 Disciplinary Information...................................................................................................... 15 Item 10 Other Financial Industry Activities and Affiliations .............................................................. 15 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........ 16 Item 12 Brokerage Practices .......................................................................................................... 17 Item 13 Review of Accounts ........................................................................................................... 19 Item 14 Client Referrals and Other Compensation .......................................................................... 20 Item 15 Custody ............................................................................................................................. 21 Item 16 Investment Discretion ........................................................................................................ 22 Item 17 Voting Client Securities ...................................................................................................... 22 Item 18 Financial Information ......................................................................................................... 22 Form ADV PART 2B ............................................................................................................................ 1 3  Item 4 Advisory Business Keating Investment Counselors, Inc. (“KICI”) is an SEC-registered investment adviser, registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. KICI has been providing investment advisory services since 1983 and is based in Delray Beach, Florida. Listed below is the firm's principal shareholder (i.e., those individuals and/or entities controlling 25% or more of this company). For information on the ownership structure, please refer to Form ADV Part 1 on the IARD website. Richard T. Keating, CFA - 100% Owner of Keating Investment Counselors, Inc. KICI offers the following investment advisory services, customized for each individual client: · Portfolio Management Services · Advisory Consulting Services The following paragraphs describe our services and fees. Please refer to the description of each service for information on how we customize our advisory services to meet your individual needs. In this brochure, the words “we,” “our,” and “us” refer to Keating Investment Counselors, Inc., and the words “you,” “your,” and “client” refer to you as either a client or as a prospective client. Additionally, the term “Associated Person” refers to our firm’s officers, employees, and all individuals providing investment advice on behalf of our firm. Keating Active ETF Keating Investment Counselors serves as a sub adviser to the Keating Active ETF. This includes providing trade direction/signals, marketing, and distributing the ETF. Richard Keating and Pablo Cavanagh are co-managers of the Keating Active ETF. The ETF is managed under the EA Series Trust operated by ETF Architect. Further, ETF Architect provides trading, execution, and various other administrative services. These include implementing and testing procedures for the ETF including compliance (example ensuring the ETF meets diversification requirements), operational (example exchange listing), cybersecurity, portfolio risk management, and anti-money laundering related to transactions with Authorized Participants. INVESTMENT SUPERVISORY SERVICES ("ISS") INDIVIDUAL PORTFOLIO MANAGEMENT Keating Investment Counselors provides continuous portfolio management services with investment advice custom tailored to meet the needs and investment objectives of the client. We offer investment advisory services on both a discretionary and non-discretionary basis. Services offered on a discretionary basis mean you will provide us with written authority to trade your account without contacting you before making investments. Services offered on a non-discretionary basis require us to obtain your approval before executing our recommendations, and you make the ultimate decision regarding the purchase or sale of investments. Once the portfolio is constructed, Keating provides continuous supervision and rebalancing of the portfolio considering changes in market conditions and client circumstances as needed. Through personal discussions in which goals and objectives based on a client's particular circumstances are established, we develop a client's documented investment policy and create and manage a portfolio based on that policy. During our data-gathering process, we determine the client’s individual goals, time horizons, risk tolerance, tax considerations, and liquidity needs. As appropriate, we also review and discuss a client's investment history, as well as family composition and background. 4  We manage these advisory accounts on a discretionary basis. Account supervision is guided by the client's stated objectives (i.e., maximum capital appreciation, growth, income, or growth and income), as well as tax considerations. Our investment recommendations are not limited to any specific product or service offered by a broker-dealer or insurance company and will generally include advice regarding the following securities: 1. Exchange-listed securities 2. Securities traded over the counter 3. Corporate debt securities (other than commercial paper) 4. Commercial paper 5. Certificates of deposit 6. Municipal securities 7. Mutual fund shares 8. United States governmental securities 9. Warrants Additionally, KICI reserves the right to advise clients on any other type of investment that it deems appropriate based on the client’s stated investment goals and objectives. KICI can also provide advice on any type of investment held in a client’s portfolio at the inception of the advisory relationship or on any investment for which the client requests advice. Because some types of investments involve certain additional degrees of risk, they will only be implemented/recommended when consistent with the client's stated investment objectives, tolerance for risk, liquidity, and suitability. Please refer to more detail on risk in Item 8 of this brochure. ASSETS UNDER MANAGEMENT As of 12/31/2024, KICI managed $ 339,165,009 Assets under Management on a discretionary basis and $4,298,468 Assets under Management on a non-discretionary basis. The Total Assets under Management as of 12/31/2024 are $343,463,477 The Total Assets under Advisement as of 12/31/2024 are $8,165,439. Item 5 Fees and Compensation The exact manner in which fees are charged is established in a client’s written agreement. However, the general fee structures are outlined below. Investment Supervisory Services (“ISS”) Individual Portfolio Management The annualized fee for Investment Supervisory Services will be charged as a percentage of assets under management, subject to negotiation in limited circumstances, are based on the following fee schedule: 5  Assets Under Management Annual Fee Up to $1,500,000 market value 1.25% From $1,500,000 to $3,000,000 market value 1.00% From $3,000,000 to $5,000,000 market value 0.75% Above $5,000,000 0.60% Minimum Quarterly Fee is $500 The client will be invoiced quarterly, semi-annually, or annually, in arrears. Invoices are calculated based on the closing market value on the last business day of the applicable billing period (or 3, 6, or 12 months) excluding accrued interest. Fees will be assessed pro-rata in the event the Portfolio Management Agreement is executed at any time other than the first day of the billing period. When a client transitions from the prior calculation method, which was based on the closing market value on the last business day of the second to last month in each billing cycle (quarterly, semi-annually, or annually), the fees for the transition month (example October 2024 for accounts billed through November 30, 2024) will utilize the prior calculation method. Fees for November and December 2024 will be prorated based on the new calculation method. As this new calculation method is effective in tiers, some clients may continue to be billed under the prior calculation method during the transition. All clients will transition to the new calculation method, which is completely in arrears using the value of the last pricing day of the last month, by May 2025. Effective January 1, 2025, only invoices with a value of $25 or more will be charged. Historically, we have rounded fee invoice amounts to the nearest whole dollar depending on whether the cent amount was above or below 50 cents. Effective August 1, 2022, we started billing clients in exact change. KICI calculates the closing market value using a third-party portfolio management system. We reconcile client accounts to their custodian/brokerage statements monthly. The portfolio management system’s values may differ from the custodian’s statement market value for various reasons, including accounting methods (e.g. transactions posting on trade date versus settlement date) and pricing sources utilized. KICI considers cash an asset class. We manage cash to control downside risk for clients. The fee charged on an account could effectively be higher than the return on any asset class. A minimum of $1,000,000 of assets under management is required for this service. This account size is negotiable under certain circumstances. KICI can group certain related client accounts to achieve the minimum account size and determine the annualized fee. For example, we could group accounts belonging to a married couple together. For those clients who desire that our advisory fees to be paid directly from their investment portfolio, we will only do so when the following conditions are met: • You provide our firm with written authorization permitting the fees to be paid directly from your account held by the qualified custodian. • We send you an invoice showing the amount of the fee, the value of the assets on which the fee is calculated, and the specific manner in which the fee was calculated. • The qualified custodian agrees to send you a statement, at least quarterly, indicating all amounts disbursed from your account including the amount of the advisory fee paid directly to our firm. In limited circumstances, the scope and complexity of the client’s financial situation could require additional time/resources outside the scale of the previously described services. In such cases, where such additional services would be considered extraordinary, KICI would notify the client that an additional fee, based on a negotiated rate, would be charged. 6  At the discretion of KICI, fees may be waived in certain circumstances, such as the timing of funding an account or other reasons. Clients will be notified of any fee waivers applicable to their accounts. Hourly charges: Keating Investment Counselors does not hold itself out as a financial planner. However, we can provide financial planning related services incidental to the portfolio management services previously disclosed. Those individuals who require advice on a single aspect of the management of their financial resources can retain KICI on a short-term, general consulting basis to address specific areas of concern. KICI’s hourly fee for general consulting services is typically $350 per hour, which is billed upon completion of the consultation. We have an inherent conflict of interest whenever we provide financial planning services to a client who also has retained our portfolio management services. It could be in our best interest not to recommend paying down debt that would directly reduce the Assets Under Management that we manage and charge a percentage fee for. We mitigate this conflict by documenting conversations with clients using correspondence, reports outlining the financial planning areas addressed, and investment policy statements. Whenever we provide financial planning Services, we shall: 1. Document the scope of work in an addendum to our current portfolio management agreement 2. Prepare a questionnaire to understand the client’s needs 3. Conduct a reasonable level of due diligence when referring other professionals to the financial planning client 4. Disclose any and all compensation methods we shall receive 5. Conduct reasonable due diligence when recommending or using technologies when providing professional CFP® services to a client 6. Periodically monitor the CFP Board’s Code of Ethics and Standard of Conduct Whenever KICI makes a recommendation for the client to utilize the services of a third-party for Financial Planning as mentioned above, KICI shall: • Have a reasonable basis for the recommendation or engagement based on the person’s reputation, experience, and qualifications; • Disclose to the client, at the time of the recommendation or prior to the engagement, any arrangement by which someone who is not the client will compensate or provide some other material economic benefit to the CFP® professional, the CFP® Professional’s Firm, or a related party for the recommendation or engagement; and • When engaging a person to provide services for a client, exercise reasonable care to protect the client’s interests. When selecting, using, and/or recommending technology, KICI shall document the due-diligence process which will include: • Exercising reasonable care and judgment when selecting, using, or recommending any software, digital advice tool, or other technology while providing professional services to a client • Having reasonable level of understanding of the assumptions and outcomes of the technology employed • Having reasonable basis for believing that the technology produces reliable, objective, and appropriate outcomes 7  The CFP® professionals of KICI will also review the complete CFP Board Code of Ethics and Standards of Conduct and the Practice Standards to ensure proper implementation within the firm. Limited Negotiability of Advisory Fees: Although KICI has established the aforementioned fee schedule, we retain the discretion to negotiate alternative fees on a client-by-client basis. Client facts, circumstances, and needs will be considered in determining the fee schedule. These include the complexity of the client, assets to be placed under management, anticipated future additional assets; related accounts; portfolio style, account composition, reports, among other factors. The specific annual fee schedule will be identified in the contract between the adviser and each client. We can group certain related client accounts for the purposes of achieving the minimum account size requirements and determining the annualized fee. Discounts, not generally available to our advisory clients, could be offered to family members and friends of associated persons of our firm. Keating Active ETF The Keating Active ETF's fee is a net expense ratio of 0.85%. We will exclude the Keating Active ETF from client’s billing if the ETF is held in their portfolio. This results in mitigating the conflict of interest which arises for KICI staff being more inclined to recommend using the Keating Active ETF in client accounts as the ETF generates fees for the firm. Please see the Keating Active ETF Prospectus and Statement of Additional information for more information. GENERAL INFORMATION Termination of the Advisory Relationship: A client agreement can be canceled at any time, by either party, for any reason, upon receipt of written or verbal notice. As disclosed above, clients will be invoiced quarterly, semi-annually, or annually, in arrears. Invoices are calculated based on the closing market value on the last business day of the applicable billing period (or 3, 6, or 12 months) excluding accrued interest. Upon termination of any account, fees will be prorated based on the portion of the billing period during which services were provided. No fees will be billed for any period after the termination date. In cases where the prior fee calculation method applies (based on the closing market value on the last business day of the second month in the quarterly, semi-annually, or annually billing cycle), any applicable prorated fees will also reflect this calculation. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. In calculating a client’s reimbursement of fees, we will prorate the reimbursement according to the number of days remaining in the billing period. Mutual Fund Fees: All fees paid to KICI for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds and/or ETFs to their shareholders. These fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the Fund also imposes sales charges, a client could pay an initial or deferred sales charge. A client could invest in a mutual fund directly, without our services. In that case, the client would not receive the services provided by our firm which is designed, among other things, to assist the client in determining which mutual fund or funds are most appropriate to each client's financial condition and objectives. Accordingly, the client should review both the fees charged by the funds and our fees to fully understand the total amount of fees to be paid by the client and to thereby evaluate the advisory services being provided. 8  Additional Fees and Expenses: In addition to our advisory fees, clients are also responsible for the fees and expenses charged by custodians and imposed by broker-dealers, including, but not limited to, any transaction charges imposed by a broker-dealer with which an independent investment manager effects transactions for the client's account(s). Please refer to the "Brokerage Practices" section (Item 12) of this Form ADV for additional information. No portion of the additional fees are paid to KICI. Grandfathering of Minimum Account Requirements: Pre-existing advisory clients are subject to KICI's minimum account requirements and advisory fees in effect at the time the client entered the advisory relationship. Therefore, our firm's minimum account requirements will differ among clients due to grandfathering or for other reasons. Advisory Fees in General: Clients should note that similar advisory services can be available from other registered (or unregistered) investment advisers for similar or lower fees. Limited Prepayment of Fees: Under no circumstances do we require or solicit payment of fees in excess of $500 more than 6 months in advance of services rendered. ERISA Accounts: KICI is deemed to be a fiduciary to advisory clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986 (the "Code"), respectively. As such, our firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, KICI can only charge fees for investment advice about products for which our firm and/or our related persons do not receive any commissions or 12b-1 fees, or conversely, investment advice about products for which our firm and/or our related persons receive commissions or 12b-1 fees, however, only when such fees are used to offset KICI’s advisory fees. All fee arrangements with clients are detailed in the fee agreement and can differ from this listing of Fees in Item 5 Fees and Compensation. Performance-Based Fees and Side-By-Side Management Item 6 KICI does not charge performance-based fees, which are fees based on a share of capital gains or capital appreciation of the assets of a client. Types of Clients Item 7 KICI provides advisory services to the following types of clients: Individuals, including High Net Worth Individuals Trusts, Estates and Charitable Organizations Pension and Profit-Sharing Plans (Other than Plan Participants) Please see Item 5 for more information about minimum account size. Item 8 Methods of Analysis, Investment Strategies, and Risks of Loss Methods of Analysis We use one or more of the following methods of analysis or investment strategies when providing investment advice and/or managing client assets: 9  Fundamental Analysis. We attempt to measure the intrinsic value of a security by looking at economic and financial factors (including the overall economy, industry conditions, and the financial condition and management of the company itself) to determine if the company is underpriced (indicating it is likely a good time to buy) or overpriced (indicating it is likely a good time to sell). Charting Analysis. This process involves the processing of historical information including earnings, free cash flow, dividends, price and volume information and peer and inter-market correlations for a particular security. This information is analyzed using regression analysis and other mathematical equations to determine relationships and trends. The resulting data is applied to graphs and charts which are used to try to estimate potential future price movements based on these patterns and trends. Prior to purchasing positions based on fundamental analysis, we will often refer to short term charting patterns (moving averages, relative strength, and volume metrics) to avoid any areas of concern. However, we do not purchase securities based solely on charting patterns. Investment Strategies We use the following strategy(ies) in managing client accounts, provided that such strategy(ies) are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Long-term purchases. We purchase securities with the idea of holding them in the client's account for a year or longer. We make these purchases when: We believe the securities being purchased are currently undervalued, and/or We want to establish exposure to a particular asset class for diversification purposes. Short-term purchases. Infrequently we purchase securities with the idea of selling them within a relatively short period (typically a year or less). We do this in an attempt to take advantage of what we believe are mis-pricings and the securities’ short-term price fluctuations. Our investment strategies and advice will vary depending on your specific situation. We determine investments and allocations based upon your predefined objectives, risk tolerances, time horizon, financial resources, particular financial information, liquidity needs, and various other suitability factors. Your restrictions and guidelines will probably affect the composition of your portfolio. However, clients are able to impose restrictions on investing in certain securities or types of securities in writing. We adhere to a “growth-at-a-reasonable-price” investment philosophy, buying consistent growth at a fair price. This is a long-term value and growth-oriented approach to investing that focuses on buying stocks at a discount to their intrinsic value as ongoing businesses. Some of the measures of value used are historical average price-earnings multiples and dividend yields, industry relative multiples, price-earnings to projected earnings growth, price-to-book value, enterprise value to EBIT, price to cash flows and price to free cash flow. We look for established, mostly large-cap and mid-cap companies as well as select small or micro-cap companies (those with market capitalizations below $500 million at time of purchase), that offer exceptional value relative to their own history and compared to their industry peers and that also promise above-average earnings growth and returns over a multi-year period. The inherent attractiveness of being a long-term owner of a business is measured by the sustainability of its profitability over time. Emphasis is given to growing companies that produce a surplus of cash that they faithfully return to shareholders through dividends, regular dividend increases, and/or stock buybacks. In general, most of the stocks we incorporate in client portfolios have dividend yields higher than the S&P 500 and have a policy of raising dividends annually. Historically this strategy tends to reduce downside price volatility and leads to more consistent returns over a complete market and 10  economic cycle. However, it does not completely eliminate the sensitivity to market movements over the short term (weeks) to intermediate term (months), and it could lag in exceptionally strong markets. Cash Sweep Programs and Interest Rate Risk: Accounts may utilize a cash sweep program to automatically transfer uninvested cash into an interest- bearing vehicle, such as a bank deposit program or money market fund. The yields on sweep vehicles may be lower than rates available through other cash alternatives within or outside of the account. While sweep programs provide liquidity and facilitate efficient trading, they may not provide the highest available yield. Clients should be aware that maintaining cash balances in sweep vehicles involves interest rate risk, as yields may fluctuate and may not keep pace with inflation or prevailing market rates. Cash management practices are designed to balance the need for liquidity with reasonable yield, but there is no guarantee that the cash options selected will provide competitive returns in all market conditions. Risk of Loss Risks for all forms of analysis. Our securities analysis methods rely on the assumption that the companies whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications of incorrect data, there is always a risk that our analysis can be compromised by inaccurate or misleading information. Securities investments are not guaranteed, and you could lose money on your investments. We ask that you work with us to help us understand your tolerance for risk. Risks of Methods. Fundamental analysis does not attempt to anticipate market movements. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Charting analysis does not guarantee accurate prediction of future price movements. Current prices of securities can already reflect all known information about a security and day-to-day changes in market prices of securities can follow random patterns and cannot be predictable with any reliable degree of accuracy. Our strategies and investments can have unique and significant tax implications. However, unless we specifically agree otherwise and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you continuously consult with a tax professional prior to and throughout the investing of your assets. The Emergency Economic Stabilization Act of 2008 included new tax reporting requirements that dramatically changed the way investors and financial advisors report cost basis. Custodians and broker- dealers are required to report the adjusted cost basis of sold securities, including whether the gain or loss is short or long term to the IRS on Form 1099-B. This shifts the responsibility for reporting from taxpayers to the brokers. The requirements, which were phased in over the several years, applies to: Equities acquired on or after January 1, 2011 Mutual Funds, ETFs, and dividend reinvestment plans (DRIPs) acquired on or after January 1, 2012 All other securities, including fixed income and options, acquired on or after January 1, 2014 At KICI we generally employ a highest cost accounting method when executing trades on your behalf. However, if you and your tax advisor determine another accounting method is more advantageous, please provide written notice to our firm immediately, and we will alert your account custodian of your preferred accounting method. Please note that decisions about cost basis accounting methods need to be made before trades settle, as the cost basis method cannot be changed after settlement. The method 11  you choose has implications for both the timing and the amount of any realized gains and losses. Many clients can find the use of the high-cost accounting method to be advantageous as it tends to reduce or defer realized gains, but this should be carefully discussed with your tax advisor since each client likely has unique circumstances. Risk of Loss. Investing in securities involves risk of loss that you should be prepared to bear. Markets are volatile and funds that are needed for specific purposes within a short to intermediate time period should not be committed to stocks, long-term bonds, and related securities. 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 form losses due to market corrections or declines. We do not offer any guarantee or promises that your financial goals and objectives will be met. Past performance is not an indication of future performance. Principal Risks • Management Risks: While KICI manages client portfolios based on KICI’s experience, research and proprietary methods, the value of client investment portfolios will change daily based on the performance of the underlying securities in which they are invested. Accordingly, client investment portfolios are subject to the risk that KICI allocates client assets to individual securities and/or asset classes that are adversely affected by unanticipated market movements, and the risk that KICI ’s specific investment choices could underperform their relevant indexes. • Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence in and perceptions of their issuers change. A client holding common stock or common stock equivalents, of any given issuer, would generally be exposed to greater risk than if the client held preferred stocks or debt obligations of the issuer. • Company Risk: When investing in stock positions, there is always a certain level of company or industry specific risk that is inherent in each investment. This is also referred to as unsystematic risk and can be reduced through appropriate diversification. There is the risk that the company will perform poorly or have its value reduced based on factors specific to the company or its industry. For example, if a company’s employees strike or the company receives unfavorable media attention for its actions, the value of the company can be reduced. • Smaller or Micro Capitalization Securities Risk: Investments in smaller capitalization companies can be more vulnerable than larger, more established organizations to adverse business or economic developments. In particular, smaller capitalization companies can have limited product lines, markets, and financial resources, and can be dependent on a relatively small management group. Generally, the shares of smaller or micro-cap stocks fluctuate more than those of larger capitalization firms. Also, the returns of micro-cap and small capitalization company stocks may vary, sometimes significantly, from the returns of the overall market. In addition, micro-cap and small capitalization company stocks tend to perform poorly during times of economic stress. Relative to large capitalization company stocks, the stocks of micro-cap and small capitalization companies are thinly traded, and purchases and sales may result in higher transaction costs. • ETF and Mutual Fund Risk: Clients invested in an ETF or mutual fund will incur additional expenses based on its pro rata share of the ETFs or mutual fund’s operating expenses, including the potential duplication of management fees. The risk of owning an ETF or mutual fund generally reflects the risks of owning the underlying securities the ETF or mutual fund holds. Clients will also incur brokerage costs when purchasing ETFs. • ETF Tracking Risk: ETFs will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs 12  incurred in adjusting the actual balance of the securities. In addition, the ETFs incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs can, from time to time, be temporarily unavailable, which could further impede the ETFs' ability to track their applicable indices. • Foreign Investment Risk: Foreign investing involves risk not typically associated with U.S. investments including adverse fluctuation in foreign currency value, adverse political, social, and economic developments, less liquidity, greater volatility, less developed or less efficient trading markets, political instability and differing auditing and legal standards. Investing in emerging markets imposes risk different from, or greater than, risk of investing in foreign developed countries. • Credit Risk: Issuers of fixed-income securities (including ETNs) can default on interest and principal payments. Generally, securities with lower debt ratings have speculative characteristics and carry greater risk that the issuer can default on its obligation. Changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities. • Interest Rate Risk: In general, the price of a debt security falls when interest rates rise. Securities with longer maturities tend to be more sensitive to interest rate changes. • Real Estate Risk: REIT share prices can decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties. • Cybersecurity: The technology systems of KICI, and the relative service providers could be vulnerable to inadvertent or deliberate interruption and consequent damage from technical or human sources. In addition to natural catastrophes, service/power outages, network or telecommunication failures, security breaches, and intrusion by unauthorized persons could result in damage, disruption, and theft of data, including investor information. KICI has implemented cybersecurity procedures meant to address these risks. Nevertheless, given KICI’s fundamental dependence on technology, a cyber-attack or similar technology disruption could have a material adverse impact on clients. Additionally, there are inherent limitations in cybersecurity policies and procedures and controls including the possibility that certain risks have not been identified. KICI has limited due diligence and risk assessments of third-party providers. However, KICI is not able to control the cybersecurity plans, breach notifications, incident response plans and controls put in place by other services providers and/or the issuers in which the client invests. It is in the client’s best interest to monitor all of their accounts on a regular basis and stay informed to cybersecurity best practices. Keating Active ETF Specific Risks • Authorized Participants, Market Makers and Liquidity Providers Concentration Risk. The Fund has a limited number of financial institutions that may act as Authorized Participants (“APs”). In addition, there may be a limited number of market makers and/or liquidity providers in the marketplace. To the extent either of the following events occur, Shares may trade at a material discount to NAV and possibly face delisting: (i) APs exit the business or otherwise become unable to process creation and/or redemption orders and no other APs step forward to perform these services, or (ii) market makers and/or liquidity providers exit the business or significantly reduce their business activities and no other entities step forward to perform their functions. • Premium-Discount Risk. The Shares may trade above or below their net asset value (“NAV”). The market prices of Shares will generally fluctuate in accordance with changes in NAV as well 13  as the relative supply of, and demand for, Shares on an Exchange or other securities exchanges. The trading price of Shares may deviate significantly from NAV during periods of market volatility or limited trading activity in Shares. In addition, you may incur the cost of the “spread,” that is, any difference between the bid price and the ask price of the Shares. For the Alpha Architect International Quantitative Value ETF and the Alpha Architect International Quantitative Momentum ETF, because securities held by those Funds may trade on foreign exchanges that are closed when its primary listing exchange is open, a Fund is likely to experience premiums and discounts greater than those of domestic ETFs. • Cost of Trading Risk. Investors buying or selling Shares in the secondary market will pay brokerage commissions or other charges imposed by brokers as determined by that broker. Brokerage commissions are often a fixed amount and may be a significant proportional cost for investors seeking to buy or sell relatively small amounts of Shares. In addition, secondary market investors will also incur the cost of the difference between the price that an investor is willing to pay for Shares (the “bid” price) and the price at which an investor is willing to sell Shares (the “ask” price). This difference in bid and ask prices is often referred to as the “spread” or “bid/ask spread.” The bid/ask spread varies over time for Shares based on trading volume and market liquidity, and is generally lower if Shares have more trading volume and market liquidity and higher if Shares have little trading volume and market liquidity. Further, increased market volatility may cause increased bid/ask spreads. • Trading Risk. Although the Shares are listed on the Exchange, there can be no assurance that an active or liquid trading market for them will develop or be maintained. In addition, trading in Shares on the Exchange may be halted due to market conditions or for reasons that, in the view of the Exchange, make trading in Shares inadvisable. When markets are stressed, Shares could suffer erratic or unpredictable trading activity, extraordinary volatility or wide bid/ask spreads, which could cause some market makers and APs to reduce their market activity or “step away” from making a market in ETF shares. This could cause the Fund’s market price to deviate, materially, from the NAV, and reduce the effectiveness of the ETF arbitrage process. Further, trading in Shares on the Exchange is subject to trading halts caused by extraordinary market volatility pursuant to the “circuit breaker” rules, which temporarily halt trading on the Exchange when a decline in the S&P 500 Index during a single day reaches certain thresholds (e.g., 7%, 13% and 20%). There can be no assurance that the requirements of the Exchange necessary to maintain the listing of the Fund will continue to be met or will remain unchanged. In stressed market conditions, the liquidity of Shares may begin to mirror the liquidity of the Fund’s underlying portfolio holdings, which can be significantly less liquid than Shares, and this could lead to differences between the market price of the Shares and the underlying value of those Shares. Recommendation of Particular Types of Securities As noted in this brochure’s “Advisory Business” Item 4, we recommend all types of securities, and we do not necessarily recommend one security type over another since each client has different needs and risk tolerances. Each type of security has its own unique set of risks, and it is not possible to list all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the valuation and expected return of an investment, the higher its risk of loss. Retirement Rollovers A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and could engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) rollover the assets to the new employer’s plan, if one is available and rollovers are permitted, (iii) rollover to an Individual Retirement Account (“IRA”), or (iv) cash out the 14  account value (which could, depending upon the client’s age, result in adverse tax consequences). If we recommend that a client rollover or transfer their retirement plan assets or another IRA into an account to be managed by us, such a recommendation creates a conflict of interest if we earn an advisory fee on the rolled over or transferred assets. When acting in such capacity, we serve as a fiduciary under the Employee Retirement Income Security Act (ERISA). The way we make money or otherwise are compensated creates some conflicts with your financial 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. No client is under any obligation to roll over or transfer retirement assets to an account we manage. KICI’s CCO is available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Disciplinary Information Item 9 We are required to disclose any legal or disciplinary events that are material to a client's or prospective client's evaluation of our advisory business or the integrity of our management. In April 2017, an internal review by Keating Investment Counselors discovered that Mr. Richard Keating and Mr. Philip Keating’s registrations with the State of Florida had discrepancies. The State of Florida was immediately notified in order to correct this paperwork. On June 1, 2017, a final order was issued by the State of Florida Office of Financial Regulation and agreed upon by Richard Keating and Philip Keating, stipulating that both gentlemen conducted investment advisory business activities from a location within the state of Florida without proper registration from 2012 to April 2017 in violation of section 517.12(1), Florida Statutes. This matter has been resolved effective June 1, 2017. Both, Richard Keating, and Philip Keating have been approved by the State of Florida to conduct investment advisory business activities within the state. During the period of noncompliance with Florida’s registration system, both gentlemen possessed the knowledge and designations required to provide investment advisory services to the clients of Keating Investment Counselors. Specifically, Richard Keating was awarded the chartered financial analyst (CFA) designation in 2011, and Philip Keating was awarded the chartered financial analyst (CFA) designation in 1991. This violation was due to an administrative oversight and system functionality issue. Effective March 31, 2021, Philip Keating retired and ceased to be the Chief Investment Officer and Senior Portfolio Manager of Keating Investment Counselors, Inc. (KICI). Item 10 Other Financial Industry Activities and Affiliations KICI’s Investment Adviser Representative, Pablo Cavanagh, also owns LVR Research LLC, a state of Florida registered advisory firm. For more information about LVR Research and Pablo’s role with the firm please visit https://adviserinfo.sec.gov/firm/summary/174438. For more information about Pablo and his role with KICI please see his Form ADV Part 2B with KICI listed below. The Portfolio Consulting agreement executed on March 21, 2016 is terminated effective November 13, 2023, which corresponds to Pablo’s first day as employee of KICI. Pablo will now provide ongoing research to assist in KICI’s investment decisions and portfolio construction as part of his responsibilities as an Investment Adviser Representative for KICI. The dual association could potentially create conflicts of interest. For example, there may be conflicts in the allocation of time and access between the two firms. However, please be assured that Pablo, LVR and KICI have procedures in place to address access to clients in a manner that is in the best interests of all clients. Pablo will submit a report listing trades for LVR Clients quarterly for KICI’s review. He is also subject to the Code of Ethics, detailed in Item 11 below, which requires Pablo to preclear trades with 15  Richard Keating, CCO. We believe these controls effectively manage potential conflicts of interest and ensure the confidentiality of our clients' information. If you have any questions or concerns about these controls, please do not hesitate to contact us. KEATING ACTIVE ETF KICI serves as the investment sub-adviser to the Keating Active ETF. The Keating Active ETF is a series of the EA Series Trust, an open-end investment management company governed by a Board of Trustees (the “Trustees”). The Trustees of the EA Series Trust are independent of KICI and the Keating Active ETF. KICI may invest assets of its separately managed account portfolios (each a “SMA” and collectively, “SMAs”) on behalf of its clients in the Keating Active ETF. In some cases, the Keating Active ETF may have management fees and expenses or performance that differs from other mutual fund or ETF alternatives. KICI has an incentive to use the Keating Active ETF that charges a higher management fee than other mutual fund and ETF alternatives. In each case where the Keating Active ETF is selected for incorporation in a strategy, KICI has determined that the Keating Active ETF is an appropriate security to implement KICI’s asset allocation strategy. Also, this presents a conflict of interest because KICI receives a management fee directly from SMA clients, based on assets under management, and a management fee from the Keating Active ETF based on assets under management. To mitigate this conflict, we will exclude the Keating Active ETF from client’s billing if the ETF is held in their portfolio. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading KICI has adopted a Code of Ethics which sets forth high ethical standards of business conduct that we require of our employees, including compliance with applicable federal securities laws. KICI and its personnel owe a duty of loyalty, fairness, and good faith towards our clients, and have an obligation to adhere not only to the specific provisions of the Code of Ethics but to the general principles that guide the Code. Associated Persons of KICI are permitted to buy or sell securities that the firm also recommends to clients. The Associated Person can trade the same as or in contradiction to clients over a period of time. KICI and individuals associated with our firm are prohibited from engaging in principal transactions as well as agency cross transactions. KICI has adopted a code of ethics that sets forth the standards of conduct expected of its Associated Persons and requires compliance with applicable securities laws (“Code of Ethics”). In accordance with Section 204A of the Investment Advisers Act of 1940 (the “Advisers Act”), its Code of Ethics contains written policies reasonably designed to prevent the unlawful use of material, non-public information by KICI or any of its Associated Persons. Persons associated with our firm are also required to report any violation of our Code of Ethics. Before trading in any security, the employee must have the trade pre-cleared. The pre-clearance will consist of among other things, a review to ensure that the employee's trade in the same security would not occur the same day as clients’ trades. The employee must submit and receive authorization in writing before executing any trade. Any violation of the employee trading policy for any reason must be reported to a principal of Keating Investment Counselors and the firm’s Chief Compliance Officer (CCO), and an explanation of the situation will be written. The principal and CCO can allow for an exception to these policies based on the details of the specific situation. Any exceptions shall be in writing and will not include any violations of the securities codes, rules, laws, or regulations. These requirements are not applicable to: (i) direct obligations of the Government of the United States; (ii) money market instruments, bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, including repurchase agreements; (iii) shares issued by mutual 16  funds or money market funds; (iv) shares issued by unit investment trusts that are invested exclusively in one or more mutual funds; and (v) employee accounts that are managed alongside client accounts. Employees do not need to pre-clear any dividend reinvestments. Employees or Associated Persons are required by SEC Rule 204A-1 under the Advisers Act to pre-clear all Initial Public Offerings and Private Placements including pooled investment vehicle transactions. It is the general rule of KICI that no employee or Associated Person of the firm shall be allowed to trade in an Initial Public Offering or Private Placement transaction. Any exception to this rule shall follow the pre- clearance requirements and any subsequent rule or regulation associated with such a transaction as well as document how the employee’s participation in an IPO or Private Placement is not disadvantaging clients of the firm. The Code of Ethics is subject to modification from time to time but shall contain written policies and procedures designed to reasonably prevent violations of the federal securities laws, prevent trading on material non-public information and prevent front-running client accounts. Front-running is a practice generally understood to be employees knowingly putting their own financial interest above (or in front of) the client’s interest when personally trading. Due to the timing of trade executions for clients of KICI and its employees, uncontrollable market movements and other events, all can ultimately invest in or exit out of the markets at widely varying prices. The firm’s CCO is responsible for the review of all Associated Person transactions, pre-clearance, and holding reports to help ensure compliance. Any request for the firm’s complete Code of Ethics can be made by contacting the firm’s CCO by calling 561-278-7862. Item 12 Brokerage Practices KICI does not have any soft-dollar arrangements and does not receive any soft-dollar benefits. We do not request or accept the discretionary authority to determine the broker-dealer to be used for client accounts. Clients must direct us as to the broker-dealer to be used for their security transactions. Clients can direct us to use a broker on an ongoing basis as well as to use a broker for a specific transaction (trade away). In directing the use of a particular broker or dealer, it should be understood that we will not have authority to negotiate commissions among various brokers, thereby not obtaining best execution and possibly resulting in higher transaction costs for clients. Higher transaction costs could originate from being unable to aggregate orders to reduce such costs or from the broker not charging the most favorable rate to the client. Not all advisers require their clients to direct brokerage. We participate in the Schwab Institutional (‘SI’) services program offered to independent investment advisers by Charles Schwab & Company, Inc., Member NYSE/FINRA/SIPC. Clients in need of brokerage and custodial services can have Charles Schwab & Company recommended to them. As part of the SI program, KICI receives benefits that it would not receive if it did not offer investment advice. SI provides KICI with access to its institutional trading and operations services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisors at no charge to them so long as a total of at least $10 million of the advisor’s clients’ account assets are maintained at SI. These services are not contingent upon KICI committing to Schwab any specific amount of business (trading commissions, mutual fund assets, or fees). Schwab’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors 17  or would require a significantly higher minimum initial investment. SI also makes available to KICI other products and services that benefit this firm but are not beneficial to clients’ accounts. Many of these services can generally be used to service all or a substantial number of our accounts, including accounts not maintained at SI. SI’s products and services that assist us in managing and administering clients’ accounts include software and other technology that: • provide access to client account data (such as trade confirmations and account statements) • facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts) • provide research, pricing information, and other market data • facilitate payment of fees from our clients’ accounts • assist with back-office support, recordkeeping, and client reporting. In addition, SI can make available, arrange, and/or pay third-party vendors for the types of services rendered to us. SI can discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to us. The availability to KICI of the foregoing products and services is not contingent upon our committing to Schwab Institutional any specific amount of business (assets in custody or trading). Best execution is not measured solely by reference to commission rates. Rather we recommend that clients select those brokers or dealers that will provide the quality services they require at the most competitive commission rates. The reasonableness of commissions is based on several factors, including the broker’s ability to provide professional services, competitive commission rates, volume discounts, execution price negotiations, broker’s reputation, experience, and financial stability of the broker or dealer, and the quality of service rendered by the broker-dealer in other transactions. Block Trades As a matter of policy and practice, where possible, KICI generally aggregates orders with respect to a security if such aggregation is consistent with achieving best execution for the various client accounts. When orders are aggregated, each participating account will receive the weighted average share price for all transactions in a particular security effected to fill such orders on a given business day. The distribution of shares purchased is typically proportionate to the size of the account, not based on account performance or the amount or structure of management fees. Transaction costs for each clients’ portion of the aggregated trade are determined by the broker, based on the client agreement established for the account. KICI’s trading procedure starts with the portfolio managers, Richard Keating, CFA, and/or Pablo Cavanagh, CFA, who use a brokerage rotation system to ensure that no one given group of clients is given preferential treatment. The client groups are: 1. KICI’s individual client and employee/access person accounts 2. Keating Active ETF: This includes providing trading instructions to ETF Architect to execute trades. We will wait until the trades are submitted to the ETF before moving on to other client groups. 3. LVR’s clients: Pablo Cavanagh owns 100% of LVR. When KICI (either for client accounts or the ETF) and LVR are interested in trading a certain security, we will rotate priority between the three groups and document the rotation in our trade rotation file. Pablo Cavanagh will also submit a trade list for LVR quarterly to the CCO. To further promote fairness and prevent any group from consistently receiving a more favorable outcome, 18  we will implement a rotating sequence for trade execution. Initially, the sequence will be KICI’s individual accounts (Group 1), Keating Active ETF (Group 2), and then LVR’s Clients (Group 3). In the next cycle, the sequence will shift to Group 2, Group 3, and then Group 1. In the following cycle, the sequence will be Group 3, Group 2, and then Group 1. This rotation will continue in this manner. Additionally, where feasible, we will aggregate trades for accounts in Group 1 to optimize execution. ETF Architect executes trades for the Keating Active ETF (Group 2) in a system separate from what Group 1 uses. Similarly, LVR uses a separate system to trade the firm’s client accounts and LVR will aggregate trades to ensure best execution. This policy ensures that all groups have equal access to favorable trading conditions, reinforcing our commitment to fairness and transparency in our trading practices. Trade Errors In the event a trading error occurs in a client account; our policy is to restore the account to the position it would have been in had the trading error not occurred. Depending on the circumstances, corrective actions include canceling the trade, adjusting an allocation, and/or reimbursing the account. KICI will never utilize any soft dollars to correct errors it makes while placing trades for a client’s account. Accordingly, the firm does not allow trade errors to be corrected through soft dollar commissions. KICI will maintain appropriate records of trade errors. Class Action Lawsuits A class action Lawsuit is a lawsuit brought by one party on behalf of a group of shareholders all having the same grievance with a company in an effort to obtain a monetary compensation. KICI shall process, document and monitor class actions on behalf of our clients through a third party vendor. The third party service provider assists in identifying eligible class action claims, submitting necessary documentation, and managing the entire claims process on behalf of our clients. Utilizing this specialized service, we aim to maximize potential recoveries for our clients and ensure they can participate in class actions without undue burden or complexity. We will conduct ongoing due diligence of the third party vendor to ensure decisions on processing class actions are being made in the best interest of all of our clients. It is possible that some class actions may not be processed due to claims failing outside the specified class period, insufficient documentation, ineligible claims, lack of materiality, potential conflicts of interest, client place restrictions, or other factors. The third party will take 20 percent of the monetary recoveries as their processing fee. If clients do not wish to have the percentage deducted from their monetary recoveries, they may contact us to initiate the process for them to process the class actions on their own. Corporate Actions Corporate Actions are events initiated by a corporation which impacts its shareholders, where the shareholder or their agent need to respond to the corporate action, such as mergers, spin-offs, stock buybacks and splits. As a matter of firm policy and effective investment management, the firm will review and process corporate actions in the best interest of the clients. Item 13 Review of Accounts Investment Supervisory Services (“ISS”) Individual Portfolio Management Reviews While the underlying securities within Individual Portfolio Management Services accounts are continually monitored, all client accounts are reviewed at least quarterly. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. An in-depth review will be performed quarterly. 19  More frequent reviews can be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. Additional reviews can be provided at the client’s request or triggered by deposits or withdrawals in the account, material changes in the client’s financial condition, and at our discretion. Accounts are reviewed by the following: Richard Keating, CFA, President / Chief Compliance Officer / Treasurer / Portfolio Manager and Investment Analyst Pablo Cavanagh, CFA, Portfolio Manager In addition to the monthly statements and confirmations of every securities transaction that clients receive from their broker-dealer or mutual fund, we provide quarterly reports summarizing account performance, diversification, security holdings, and projected income for the portfolio. Privacy Protecting your private information is a top priority. Under applicable privacy requirements, we have instituted policies and procedures to ensure that we keep your personal information private and secure. We do not disclose any nonpublic information about you to any non-affiliated third parties, except as permitted by law. In the course of servicing your account, we share some information with our service providers such as transfer agents, custodians, broker-dealers, accountants, consultants, and attorneys. We restrict internal access to nonpublic personal information about you to employees, who need that information in order to provide products or services to you. We maintain physical and procedural safeguards that comply with regulatory standards to guard your nonpublic personal information to ensure our integrity and confidentiality. We will not sell information about you or your accounts to anyone. We do not share your information unless it is required to process a transaction, at your request, or by law. You will receive a copy of our privacy policy prior to or at the time you sign an advisory agreement with our firm. Thereafter, we will deliver a copy of the current privacy policy to you on an annual basis. Contact our office at 561-278-7862 if you have any questions regarding this policy. Client Protections The KICI staff will take note of any changes in behavior or transactions by any client that might cause suspicion of cognitive function or potential exposure to fraud. As with all clients of the firm, only suitable investments will be recommended and executed. In the event KICI is suspicious of any abuse or strange behavior, they will report to the Elder Abuse Hotline or other law enforcement or regulators and can refuse to process a request for a withdrawal or investment. If the client wishes, he or she can designate a trusted contact that the advisor can contact on the client’s behalf in case of suspected diminished capacity or fraud. Item 14 Client Referrals and Other Compensation KICI entered into an independent contractor agreement with Philip J. Keating Jr. to refer clients from his firm, Keating Investment Management LLC (KIM), to us, Keating Investment Counselors, Inc. as Phil enters retirement. KICI shall pay Philip Keating a referral fee for a period of up to four years from May 2022. The percentage paid and the relationship details shall be disclosed directly to those referred clients that enter into an advisory agreement with us. KICI does not have any other referral or endorsement arrangement that is paid in cash or non-cash compensation, nor do any of our clients provide any type of testimonials in any of our advertising. The rest of our staff is compensated for their roles with the firm and not for referring clients to us or to any other entity. When clients are referred to us from the independent contractor relationship with Philip J Keating Jr., the 20  referral fee paid to Phil is deducted from the portion of the advisory fee we receive. There is no difference in the fees charged to you by KICI as a result of the promoter ’s independent contractor agreement with KICI. Accordingly, KICI will not charge you any additional fees or expenses as a result of Promoter ’s referral activities. Please refer to Item 5 Fees and Compensation for other types of fees not payable to KICI that you can incur. Whenever any promoter refers clients to KICI there is a conflict of interest when they are compensated in any manner whether cash or non-cash compensation. This conflict is addressed by an initial discussion and ongoing monitoring to determine if KICI can perform our fiduciary duty and provide the needed services for the referred client. Item 15 Custody In some cases, clients authorize our firm to directly debit their account for the payment of our advisory fees. This ability to deduct our advisory fees from client accounts causes our firm to exercise limited custody over your funds or securities. We do not have physical custody of any of your funds and/or securities. Your funds and securities will be held at a bank, broker-dealer, or other independent, qualified custodian. You will receive account statements at least quarterly from the independent, qualified custodian holding your funds and securities. The account statement from your custodian will indicate the amount of our advisory fees deducted from your account each billing period. You should carefully review your account statement for accuracy. If you have a question regarding your account statement or if you did not receive a statement from your custodian, please contact KICI at 561-278-7862. KICI is deemed to have custody requiring an annual surprise audit by an independent audit firm because agents of the KICI act as Trustees or Co-Trustees for certain client accounts. The audit firm will file a Form ADV-E with the SEC within 30 days after the completion of the examination. KICI has Standing Letters of Authorization that allow the firm to move money from a client to a third party at the direction of the client on a scheduled basis or from time to time. KICI is deemed to have custody of these assets. However, the firm is not required to have an independent annual surprise audit as we believe the following seven criteria are being met: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the Advisor, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The Advisor has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The Advisor maintains records showing that the third party is not a related party of the Advisor or located at the same address as the Advisor. 21  7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instructions and an annual notice reconfirming the instruction. Investment Discretion Item 16 As previously disclosed in Item 4, KICI provides both discretionary and non-discretionary asset management services. Before we can buy or sell securities on your behalf, you must first sign our discretionary management agreement, a limited power of attorney, and/or trading authorization forms. Any of these forms will grant KICI the discretionary authority over the selection and amount of securities to be purchased or sold for your account without obtaining your consent or approval prior to each transaction. You can specify investment objectives, guidelines, and/or impose certain reasonable conditions or investment parameters for your account. These guidelines and conditions must be submitted to us in writing. Please refer to the “Advisory Business” section in this brochure for more information on our discretionary management services. Item 17 Voting Client Securities If a client votes their own proxies, the preference is noted on the respective custodial account and issuers will send proxy voting materials directly to the client. If a client chooses, we will vote proxies on their behalf. When KICI votes proxies, it will do so in a manner that is believed to be in the best interest of each individual client. KICI will consider only those factors that relate to the client’s investment(s) or those established by the client’s written instructions. Such factors will include how its vote will economically impact and affect the value of the client’s investment (keeping in mind that, after conducting an appropriate cost- benefit analysis, not voting at all on a presented proposal could be in the best interest of the client). When the firm votes proxies it will comply with the proxy rules and regulations (Rule 206-4-6 https://www.sec.gov/rules/final/ia-2106.htm) and maintain policies and procedures in writing that will reasonably ensure: The adviser votes in the best interest of each client Material conflicts between the firm's interests and those of its clients with respect to proxy voting will not harm the client The proper maintenance of records on how the proxies were voted KICI shall utilize proxy services through a third party vendor to gather, process, and maintain the proxy voting records. KICI will conduct ongoing due diligence of the third party vendor to ensure our proxy votes are processed and in the best interest of all of our clients. Clients can request the record of how the firm voted proxies on their behalf by contacting the CCO, calling 561-278-7862, or emailing us at operations@keatinginvestment.com. Keating Active ETF proxy voting: ETF Architect will vote the proxies for Keating Active ETF. This includes filing Form N-PX, which is the annual report of the ETF’s proxy voting record. Item 18 Financial Information KICI has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts. 22  KEATING INVESTMENT COUNSELORS, INC. 101 SE 6th Ave, Suite A Delray Beach, FL 33483 Telephone 561-278-7862 December 12th, 2025 Form ADV PART 2B Brochure Supplement Richard T. Keating, CFA Richard.Keating@keatinginvestment.com Pablo Cavanagh, CFA Pablo.Cavanagh@keatinginvestment.com This brochure supplement provides background and business experience information about the principals at Keating Investment Counselors, Inc. This brochure supplements Keating Investment Counselors, Inc.’s brochure that you should have already received. Call us at 561-278-7862 if you did not already receive our brochure or if you have any questions about the contents of this supplement. Additional information about the principals at Keating Investment Counselors is available on the SEC’s website at www.adviserinfo.sec.gov. 1  Table of Contents Page Cover Page 1 Richard T. Keating 3 Pablo Cavanagh 5 2  Richard T. Keating, CFA Year of Birth: 1985 EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Education: University of Florida, Gainesville, FL – B.A., Finance 2007 Business Experience: Keating Investment Counselors, Inc. 11/2018 – Present 06/2017 – 11/2018 02/2015 – 06/2017 09/2011 – 02/2015 05/2007 – 09/2011 President/Chief Compliance Officer/Treasurer/ Portfolio Manager and Investment Analyst Chief Compliance Officer/Vice President/Treasurer/ Portfolio Manager and Investment Analyst Vice President/Treasurer/Portfolio Manager and Investment Analyst Portfolio Manager and Investment Analyst Investment Analyst Cypress Capital Group Analyst Intern 05/2006 – 07/2006 Certifications/Designations: Chartered Financial Analyst (CFA) designation awarded in Series 65 2011 2007 The Chartered Financial Analyst (CFA) charter is a globally respected, graduate-level Investment credential established in 1962 and awarded by CFA Institute — the largest global association of investment professionals. There are currently more than 107,000 CFA charterholders working in 135 countries. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct. Source: CFA Institute www.cfainstitute.org Series 65 Uniform Investment Adviser Law Examination. The Series 65 exam — the NASAA Investment Advisers Law Examination — is a North American Securities Administrators Association (NASAA) exam administered by FINRA. The exam consists of 130 scored questions. Candidates have 180 minutes to complete the exam. Source: www.finra.org/industry/series65 DISCIPLINARY INFORMATION In April 2017, an internal review by Keating Investment Counselors discovered that Mr. Keating's registration with the State of Florida had discrepancies. Mr. Keating immediately notified the State of Florida to correct this paperwork. On June 1, 2017, a Final order was issued by the State of Florida Office of Financial Regulation and agreed upon by Mr. Richard Keating, stipulating that Mr. Keating conducted investment advisory business activities from a location within the state of Florida without proper registration from January 2012 to April 2017 in violation of Section 517.12(1), Florida Statutes. This matter has been resolved effective June 1, 2017. Mr. Keating has been approved by the State of Florida to conduct investment advisory business activities within the state. During the period of noncompliance with Florida's registration system, Mr. Keating possessed the knowledge and designations required to provide investment advisory services to the clients of Keating Investment Counselors. Specifically, Mr. Keating was awarded the Chartered Financial Analyst (CFA) designation in 2011. This violation was due to an administrative oversight and system functionality issue. 3  OTHER BUSINESS ACTIVITIES Mr. Richard Keating does not currently have any other investment related or non-investment related business activities. ADDITIONAL COMPENSATION Mr. Richard Keating does not currently receive any additional compensation for investment advisory related business. SUPERVISION Mr. Richard Keating oversees the review of client accounts as well as the Investment Management process of Keating Investment Counselors. Keating Investment Counselors, Inc. has implemented written supervisory procedures that are reasonably designed to detect and prevent violations of securities laws, rules, and regulations. Richard Keating is the firm’s Chief Compliance Officer, and he oversees the firm’s Compliance Program and any compliance matters. 4  Pablo Cavanagh, CFA Year of Birth: 1984 EDUCATIONAL BACKGROUND AND BUSINESS EXPERIENCE Education: Florida International University, MA Economics Florida Atlantic University, MS Finance University of Central Florida, BS,BA Finance 2011-2012 2006-2008 2002-2006 Business Experience: Keating Investment Counselors, Inc. Portfolio Manager 11/2023 – Present LVR Research, LLC Managing Member 01/2015 – Present JW Florida Real Estate Services LLC Sales Agent Freelance, Software Developer/Designer Freelance, Business Consultant 04/2010 – 01/2016 08/2010 – 01/2016 08/2010 – 12/2014 Certifications/Designations: Chartered Financial Analyst (CFA) designation awarded in Series 65 2021 2015 The Chartered Financial Analyst (CFA) charter is a globally respected, graduate-level Investment credential established in 1962 and awarded by CFA Institute — the largest global association of investment professionals. There are currently more than 107,000 CFA charterholders working in 135 countries. To earn the CFA charter, candidates must: 1) pass three sequential, six-hour examinations; 2) have at least four years of qualified professional investment experience; 3) join CFA Institute as members; and 4) commit to abide by, and annually reaffirm, their adherence to the CFA Institute Code of Ethics and Standards of Professional Conduct. Source: CFA Institute www.cfainstitute.org Series 65 Uniform Investment Adviser Law Examination. The Series 65 exam — the NASAA Investment Advisers Law Examination — is a North American Securities Administrators Association (NASAA) exam administered by FINRA. The exam consists of 130 scored questions. Candidates have 180 minutes to complete the exam. Source: www.finra.org/industry/series65 DISCIPLINARY INFORMATION Mr. Pablo Cavanagh does not have any reportable disciplinary disclosures. OTHER BUSINESS ACTIVITIES Pablo Cavanagh, Portfolio Manager, is also the Managing Member of LVR Research, LLC, an unaffiliated State of Florida registered investment adviser. It is expected that Mr. Cavanagh's professional time will be divided approximately 75% to LVR Research, LLC and 25% to Keating Investment Counselors, Inc. For more information about LVR, please visit https://adviserinfo.sec.gov/firm/summary/174438 ADDITIONAL COMPENSATION Mr. Pablo Cavanagh does not receive any additional compensation outside the business listed in Other Business Activities. 5  SUPERVISION Mr. Richard Keating oversees the review of client accounts as well as the Investment Management process of Keating Investment Counselors. Keating Investment Counselors, Inc. has implemented written supervisory procedures that are reasonably designed to detect and prevent violations of securities laws, rules, and regulations. Richard Keating is the firm’s Chief Compliance Officer, and he oversees the firm’s Compliance Program and any compliance matters. 6