WALTER KEENAN WEALTH MANAGEMENT

Item 1 – Cover Page Walter & Keenan Wealth Management, LLC 202 S. Michigan St., Suite 910 South Bend, Indiana 46601 574-287-5977 https://www.walterandkeenan.com/ March 27, 2026 This brochure provides information about the qualifications and business practices of Walter & Keenan Wealth Management, LLC. If you have any questions about the contents of this brochure, please contact us at 574-287-5977. 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 Walter & Keenan Wealth Management, LLC available on the SEC’s website at www.adviserinfo.sec.gov. i  Item 2 – Material Changes This item will be provided to our clients with a summary of new and/or updated information. We will inform you of the revision(s) based on the nature of the updated information. Consistent with SEC rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 90 days of the close of our business/ fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. Since the last annual update of our brochure dated March 11, 2025, we note the following material changes: We have added text to Item 4 to reiterate our fiduciary duty to clients. We have revised the disclosures under Item 5 to clarify the fees clients are responsible for in addition to the fees payable to us. We revised the disclosure under Item 8 discussing the risks of investment. Currently, our Brochure may be requested by contacting James F. Keenan, President of Walter & Keenan Wealth Management, LLC at 574-287-5977 or JamesFKeenan@walterandkeenan.com. Additional information about Walter & Keenan Wealth Management, LLC is also available at the SEC’s web site at www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Walter & Keenan Wealth Management, LLC who are registered, or are required to be registered, as investment adviser representatives of Walter & Keenan Wealth Management, LLC. Registration with the SEC does not imply a certain level of skill or training. ii  Item 3 – Table of Contents Item 1 – Cover Page ....................................................................................................................................... i Item 2 – Material Changes ............................................................................................................................ ii Item 3 – Table of Contents ........................................................................................................................... iii Item 4 – Advisory Business ........................................................................................................................... 1 Item 5 – Fees and Compensation ................................................................................................................. 3 Item 6 – Performance-Based Fees and Side-By-Side Management ............................................................. 4 Item 7 – Types of Clients ............................................................................................................................... 5 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss ........................................................ 6 Item 9 – Disciplinary Information ............................................................................................................... 10 Item 10 – Other Financial Industry Activities and Affiliations .................................................................... 11 Item 11- Code of Ethics ............................................................................................................................... 12 Item 12 – Brokerage Practices .................................................................................................................... 13 Item 13 – Review of Accounts ..................................................................................................................... 15 Item 14 – Client Referrals and other Compensation .................................................................................. 16 Item 15 – Custody ....................................................................................................................................... 17 Item 16 - Investment Discretion ................................................................................................................. 18 Item 17 – Voting Client Securities ............................................................................................................... 19 Item 18 – Financial Information .................................................................................................................. 20 iii  Item 4 – Advisory Business Walter & Keenan Wealth Management, LLC (“Walter & Keenan” or the “Company”) was incorporated in 2021 to succeed to the advisory business of its predecessor, Walter & Keenan Financial Consulting Co. (“WKFC”), to provide personalized investment advisory and financial advisory services to clients. The clients Walter & Keenan will be advising are primarily high net worth individuals and family groups. The Company also provides investment advisory services to several endowment funds and private foundations. Walter & Keenan is 50% owned by WKFC, which in turn is wholly-owned owned by Mr. James F. Keenan, CFA, JD. Mr. Keenan has been with WKFC since 1985. The remaining 50% is owned equally by associated persons James Sawdon and Daniel Wolfson. The advisory services that will be provided to each client are designed to meet each individual client’s investment objectives and risk tolerance. The Company does not use a “model portfolio” approach in which all clients are invested in the same securities. An evaluation is made of the client’s goals and objectives as well as their risk tolerance. Based on this evaluation with the client a portfolio is constructed and managed by us as adviser. As client circumstances and market opportunities change, each portfolio is adjusted accordingly. Client portfolios are generally managed on a discretionary basis. This means that Walter & Keenan has the authority to purchase and sell securities without the prior permission of the client. Information about various investment strategies and methods of analysis are covered in item 8. Clients may impose some restrictions on the ability of the adviser to purchase or sell certain types of securities. This may be as a result of a client preference to avoid certain areas because of ethical or other concerns. Walter & Keenan may also act in a consulting capacity on a non-discretionary basis in select instances. That service may involve an overview of some or all of the client’s investments. This service may include a review of the current client asset allocation with a view toward making recommendations concerning allocation changes. This service may also include recommendations on specific funds or other securities in a client portfolio. The Company will charge on a fixed fee basis as described in Item 5 of this ADV. Although the Company operates primarily as an investment advisor, it does also provide some general financial advisory services as well. These types of services include such items as general retirement planning as well as tax and estate planning consultation. This is a small part of our overall advisory service. The Company also provides additional services to several private foundation and endowment clients. These services include reviewing grant requests, meeting with grantees and potential grantees, and also meeting with the foundation board or investment committee. Walter & Keenan may also refer clients to third-party managers in areas in which Walter & Keenan do not offer services such as direct indexing or tax loss harvesting or in cases in which the third-party manager is able to negotiate lower transaction costs due its larger scale (municipal bonds).. As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our 1  obligations under the federal and state securities laws or as a waiver of any unwaivable rights you possess. As of December 31, 2025, Walter & Keenan managed $835,769,363 on a discretionary basis and $147,511,598 on a non-discretionary basis. 2  Item 5 – Fees and Compensation All fees are subject to negotiation with each client. In general, the total fee that is negotiated for such services is based on the assets subject to our management, including cash and cash equivalents. A current representative fee schedule for individual clients as well as for partnerships, corporations, and trusts is as follows: .75% of the first $2 million in assets in the account .50% of the balance of the assets in the account. A current representative fee schedule for foundation clients is as follows: 1% of the assets under management in the accounts. We will also manage assets on a retainer basis where an annual or monthly fee arrangement will be agreed to between the client and the company. Also, we will charge at the rate of $350 per hour for clients who do not want to have us manage their portfolios but would rather have us consult with them from time to time about their holdings and the current state of the financial markets. In addition, clients may be charged an additional fee per year for significant additional non-investment related services performed for the client. These may include estate planning consultations, financial planning, tax planning or other services. The fee will vary based on the services rendered but will be disclosed and agreed upon at the beginning of the additional services, including when payment is due. Walter & Keenan’s private foundation clients may be charged an administrative fee for grant administration and other ancillary services. This fee is negotiable and based on the extent of services required. The firm also offers non-discretionary management to clients on a fixed fee basis. The fee is set at the outset of the engagement and is payable monthly in arrears. In addition to Walter & Keenan’s fees, clients are responsible for the fees and expenses associated with the investment of their assets. Clients are additionally responsible for the fees and expenses of externally managed investments, such as third-party managers, investment advisers and/or private investment funds, and of mutual funds and exchange traded funds (“ETFs”). A client will also incur expenses and charges imposed by broker-dealers and custodians who service client accounts, such as brokerage costs (including commissions), transaction fees and expenses, and other expenses and charges (including but not limited to any custodian fees and account maintenance fees). It is also standard practice for bank trust departments to charge a separate custodian fee. These costs are more fully disclosed in Item 12 under Brokerage Practices. The specific manner in which fees are charged by Walter & Keenan is established in a client’s written agreement with the company. Generally, we will bill our fees on a monthly basis in arrears. The fee will be based on the current month end closing market value. Clients may elect to be billed directly for fees or to authorize Walter and Keenan to directly debit fees from client accounts. Management fees are prorated during any month in which an account is initiated or terminated. All fees are negotiable and some client fees may differ from those referenced above. Neither the Company nor any of its supervised persons accepts compensation for the sale of securities or investment products. 3  Item 6 – Performance-Based Fees and Side-By-Side Management Walter & Keenan does not charge any performance-based fees. A performance-based fee is a fee charged by an adviser which is based on a share of the capital appreciation of the assets of the client. 4  Item 7 – Types of Clients Walter & Keenan provides portfolio management services to individuals, high net worth individuals (including trusts held for individuals), corporations, IRA accounts, and charitable institutions (including foundations and endowments). 5  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Walter & Keenan uses fundamental analysis as its primary investment method for security selection. Fundamental analysis is a method for selecting investments on the basis of the adviser’s judgments about companies and their financial prospects. This method of analysis is important to our work in the analysis of both stock and bond issuers. The main sources of information that we use for our investment analysis is research that is prepared by others. This includes sources such as Morningstar, Standard and Poor’s, Value Line, Ned Davis Research, Argus and others. We also review company annual reports and press releases as well as financial newspapers and magazines. We will regularly participate in conference calls concerning many different companies and other investment related issues. The stocks selected for a client account are primarily chosen for the growth of their dividend-producing capabilities. The adviser primarily looks for stocks that offer significant dividends now or that can be expected to provide increasing dividends in the future. This approach leads us to invest in stocks that have more of a value orientation than a growth orientation. Growth investing and value investing are two styles employed by stock managers. Growth funds generally focus on stocks of companies believed to have above-average potential for growth in earnings. These companies typically have lower dividend yields and higher prices in relation to book value and earnings. Value stocks are those whose prices are below average in relation to these same measures of dividends and book value and earnings. Walter & Keenan also primarily uses mutual funds and ETFs for the purpose of providing exposure to small company stocks and international stocks and bonds. Mutual funds are evaluated on the basis of the track record and tenure of the manager and especially the performance of the fund in relation to the risk that is taken. Mutual funds and ETFs provide important diversification benefits as well as professional management for the investor in these areas. In addition to investing in stocks and bonds (and stock and bond funds), the adviser may make other kinds of investments in order to achieve a particular client objective. For example, we may invest in funds that have the ability to have both long and short exposure to the markets. We may also invest in private capital and other hedge fund strategies. These strategies are only appropriate for investors with a long-term time horizon who can withstand the risk of a substantial loss in the investment. Although we are primarily investing for the long term, we may sell securities regardless of how long they have been held. This could be as a result of a poor earnings report or dividend reduction in a particular stock which may cause us to rethink the appropriateness of continuing to hold it. A reduction in a bond rating by one or both major services may have the same effect. Similarly, significant price appreciation above our determination of fair value may result in a sale of the holding. Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. All investments present the risk of loss of principal – the risk that the value of the securities (e.g., stocks, mutual funds, and ETFs), when sold or otherwise disposed of, may be less than the price paid for the securities. Even when the value of the securities when sold is greater than the value when purchased, there is the risk that the appreciation will be less than inflation. In other words, the purchasing power of the proceeds may be less than the purchasing power of the original investment. 6  Investments such as those primarily used by Walter & Keenan for client portfolios (including, but not limited to, stocks, mutual funds, and ETFs) are not deposits in a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. PRINCIPAL RISKS OF EQUITIES Investing in equity securities generally involves becoming an owner in the issuer company and participating fully in its economic risks. The value of equity securities generally varies with the performance of the issuer and movements in the equity markets. As a result, clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from the Firm’s expectations or if equity markets generally move in a single direction. Markets periodically experience recessions, panics, crashes and other periods of volatility that can cause substantial losses in the equity securities in clients’ investment portfolios. PRINCIPAL INVESTMENT RISKS OF MUTUAL FUNDS AND ETFs Mutual funds are professionally managed, collective investment companies that pool money from many investors and invest in various asset classes, including equities, fixed-income instruments (e.g., bonds), cash, and other assets. ETFs are investment funds traded on stock exchanges, much like stocks and other equities. An ETF may hold stocks, bonds, and/or other assets. Many ETFs track an index, such as the S&P 500. An investment in a mutual fund or ETF involves risk, including the loss of principal. Mutual fund and ETF shareholders are necessarily subject to the risks stemming from the individual issuers of the fund’s underlying portfolio securities. Such shareholders are also liable for taxes on any fund-level capital gains, as mutual funds and ETFs are required by law to distribute capital gains in the event they sell securities for a profit that cannot be offset by a corresponding loss. Shares of mutual funds are generally distributed and redeemed on an ongoing basis by the fund itself or a broker acting on its behalf. The trading price at which a share is transacted is equal to a fund’s stated daily per share net asset value (“NAV”), plus any shareholders fees (e.g., sales loads, purchase fees, redemption fees). The per share NAV of a mutual fund is calculated at the end of each business day, although the actual NAV fluctuates with intraday changes to the market value of the fund’s holdings. Shares of ETFs are listed on securities exchanges and transacted at negotiated prices in the secondary market. Generally, ETF shares trade at or near their most recent NAV, which is generally calculated at least once daily for indexed based ETFs and potentially more frequently for actively managed ETFs. However, certain inefficiencies may cause the shares to trade at a premium or discount to their pro rata NAV. There is also no guarantee that an active secondary market for such shares will develop or continue to exist. Generally, an ETF only redeems shares when aggregated as creation units (usually 50,000 shares or more). Therefore, if a liquid secondary market ceases to exist for shares of a particular ETF, a shareholder may have no way to dispose of such shares. In addition to the risks discussed above, clients should consider the following risks: • Financial Market Volatility. Financial markets are volatile and can decline significantly in response to adverse issuer, political, regulatory, market, or economic developments. Different sectors of the market can react differently to these developments. • Foreign Exposure. Mutual funds and ETFs which are invested in foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or economic developments and can perform differently from the U.S. market. 7  • Concentration Risk. A fund may be exposed to a particular sector, region, product, or industry that experiences volatility. • Manager Risk. A fund manager’s investment process, techniques, and analysis may not produce • • • the desired results. Leverage. A fund or company in which a fund holds shares may utilize borrowed capital to augment the potential for return thereby concomitantly increasing exposure to debt. Layering of Expenses and Fees. Mutual funds and ETFs are subject to fees and expenses that are paid by an investor which are in addition to our advisory fees. Liquidity. Although typically associated with micro-cap and small-cap stocks or securities, liquidity risks can arise during times of market financial crisis. The risk arises when there is a lack of marketability for a fund’s underlying security that cannot be bought or sold quickly enough to prevent or mitigate a loss. More information regarding the specific risks associated with investment in a particular mutual fund is available in that mutual fund’s prospectus. PRIVATE FUND INVESTMENT RISK Private investment funds and private placements generally involve various risk factors, including, but not limited to, high fees, the potential for complete loss of principal, and risks associated with the use of leverage, liquidity constraints, tax complexity, and lack of transparency. Unlike other, more liquid, investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. Private investment vehicles are varied, and each requires a careful evaluation of the specific structure of the fund, management team’s experience, and operational risks. We urge clients to review carefully the complete discussion of risk factors set forth in the offering documents (including the private offering memorandum) which are provided to each prospective investor for review and consideration for the relevant fund that we recommend. Each prospective client investor will be required to complete a Subscription Agreement or similar offering document, pursuant to which the client shall establish that he/she is qualified for investment in the fund or private placement security and acknowledges and accepts the various risk factors that are associated with such an investment. CYBERSECURITY RISK The computer systems, networks, and devices used by Walter & Keenan and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. 8  Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. 9  Item 9 – Disciplinary Information Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Company or the integrity of our management. Walter & Keenan has no information applicable to this item. We have never been the subject of any disciplinary proceeding or hearing concerning any of our investment related activities. 10  Item 10 – Other Financial Industry Activities and Affiliations Walter & Keenan is not and does not have a related person that is a broker/dealer, municipal securities dealer, government securities dealer or broker, an investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or "hedge fund," and offshore fund), a futures commission merchant, commodity pool operator, or commodity trading advisor, a banking or thrift institution, an accountant or accounting firm, a lawyer or law firm, an insurance company or agency, a pension consultant, a real estate broker or dealer, and/or a sponsor or syndicator of limited partnerships. 11  Item 11- Code of Ethics Walter & Keenan has adopted a Code of Ethics which states its commitment to adhere to all applicable laws, rules and regulations. We will act with the highest ethical standards and comply with our duty as a fiduciary to our clients under the Investment Advisers Act of 1940. This duty means that we place our clients’ interests first. Also, the Code of Ethics addresses the issue of the privacy of our client’s information. It prohibits illegal acts including insider trading. The Code imposes some reporting duties on the company and some other restrictions regarding situations involving a conflict of interest. It prohibits disclaimers of liability and requires that our recommendations be suitable for the client. Also, Mr. Keenan is named as the Chief Compliance Officer and, as such, he has certain duties to supervise the activities of the company. The Code also imposes a duty that directors and officers and employees get preapproval prior to personal securities trading. Mr. Keenan will provide a copy of this code to any client or prospective client upon request without charge. Walter & Keenan anticipates that it will recommend the purchase or sale of securities to clients or future clients in which the company, its employees and/or clients may have already taken a position beforehand. Walter & Keenan’s employees are required to follow the company’s code of ethics. Subject to that policy and applicable laws, officers, directors and employees of the company may trade for their own accounts in securities which are recommended to and purchased for clients. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of the company will not interfere with making decisions in the best interests of the client. In addition, the Code requires preclearance of many transactions, and restricts trading in close proximity to client trading activity. Nonetheless, because the Code of Ethics in some circumstances would permit employees to invest in the same securities as clients, there is a possibility that employees might benefit from market activity by a client in a security held by an employee. Employee trading is continually monitored under the Code of Ethics and is designed to reasonably prevent conflicts of interest between the company and its clients. For example, Mr. Keenan is prohibited by the Code from trading in any security on the same day that a client trade has been executed in the same security. It is the Company’s policy that the firm will not engage in any principal or agency cross securities transactions for client accounts. Principal transactions are those where the adviser buys a security from or sells a security to any client. An agency cross transaction is where the investment adviser acts as a broker on both sides of the trade. 12  Item 12 – Brokerage Practices Walter & Keenan receives research and other services from Charles Schwab and Company in connection with client securities transactions that are effected at Schwab. This is in addition to standard brokerage charges for securities transactions. Walter & Keenan believes that the combined charge for custodial and trading services provided by Schwab is in the client’s best interest. Also, this arrangement is consistent with the Company’s duty to obtain the best execution for transactions in its client’s accounts. The types of services that Schwab provides includes software and other technology that provides access to client account data (such as trade confirmations, tax reports, and account statements). The software facilitates trading execution by the firm. The firm has the capability with this software of combining trade orders for client accounts that are maintained at Schwab but does not normally do so. Schwab provides access to an advisor-only website which provides research and pricing information and other market data. This research is both internal Schwab research as well as access to third parties that provide their own research based on prior agreements with Schwab. Because Schwab provides these research and other products, the company does not have to separately pay for them. We have separately purchased technology from Schwab (and others) that provides performance monitoring, recordkeeping and client reporting, although some of these features are available in more limited form on the Schwab site. Many of these services are used by a substantial number of Walter and Keenan clients, including those not maintained at Schwab. Schwab may discount or waive fees it would otherwise charge for these services. Schwab does not pay cash to the company nor does Schwab provide any equipment or facilities to it. Walter and Keenan believes that its relationship with Schwab is of benefit to its clients, including those who do not maintain their assets in accounts at Schwab. Walter and Keenan recognizes its duty to act in its clients’ best interest. Walter & Keenan’s recommendation that clients maintain accounts at Schwab may be based in part on the benefit to the firm of these products and services that Schwab provides and not solely on the nature of the cost or quality of custody and brokerage services provided by Schwab. This may create a potential for a conflict of interest. Walter & Keenan may have an interest in executing a trade at Schwab based on our interest in receiving these research and other services and not on our clients’ interest in receiving best execution for the transaction. Walter & Keenan does not combine multiple client orders into blocks for trading through brokers. This means that a client may realize a higher or lower trading price than if block trading were utilized by the Advisor. Walter & Keenan discusses brokerage practices with clients at the commencement of its relationship as well as afterward when appropriate. In the absence of contrary client preference, the Company may recommend that clients establish brokerage accounts at the Schwab Institutional division of Charles Schwab & Co. Inc. Schwab is a registered broker dealer and member SIPC that maintains custody of client securities and provides trade execution services. Walter & Keenan is independently owned and not affiliated with Schwab. Schwab provides Walter & Keenan with access to its institutional trading and custody services, which are typically not available to retail investors. This includes access to a small dedicated team of administrators at Schwab who are available to the adviser to assist with questions concerning its client accounts. These services are generally available to investment advisers on an unsolicited basis at no charge to the adviser or the adviser’s clients as long as the adviser maintains $10 million in assets at Schwab Institutional. Schwab’s services include brokerage, custody, research and 13  access to institutional class mutual funds and other investments that are otherwise only available to institutional investors or would require a significantly higher minimum investment. Walter & Keenan has negotiated a discounted commission rate with Schwab for securities transactions for accounts of Walter & Keenan that are held in custody at Schwab. Under the current terms of Schwab’s standard agreements, Schwab is not entitled to receive separate compensation for client custody at Schwab. Schwab is entitled to receive compensation on securities transactions in the form of commissions and transaction related compensation. Schwab is also entitled to a fee on securities transactions that are not executed at Schwab but which are delivered to a client account at Schwab. This is called a trade away fee. Schwab’s fees for trades executed at other brokers is in addition to the fee that the non-Schwab broker charges. This fee is lower than the fee that Schwab normally charges to execute the same transaction at Schwab. Normally these transactions involve bonds that are only available at a non-Schwab broker. This service charge to the client is appropriate in the company’s opinion in order to avoid the inconvenience to the client of maintaining multiple custodial accounts at different brokerage firms. Thus, Walter & Keenan, acting in the best interest of the client, may have an incentive to cause those clients’ trades to be executed through Schwab, rather than through another broker-dealer. As discussed above, Walter & Keenan directs the majority of its clients’ securities transactions with Schwab. Clients are free to direct transactions with other brokers of their choosing. Several of its clients direct trades to other brokers and banks. Walter & Keenan believes that these clients are paying more in brokerage commissions under these circumstances than those clients who are trading through Schwab. This has a negative potential impact upon the performance of their accounts compared to that which they would have experienced had they executed the same trades at Schwab. The Company does not use client brokerage commissions for obtaining client referrals from brokerage firms. The firm corrects all trade errors through its Trade Error Account. Walter & Keenan shall be responsible for any losses in the accounts due to errors on its part. Any gains from any trade errors remain with Schwab. 14  Item 13 – Review of Accounts Review of all client accounts is done on a regular basis. Telephone or office contact with the client is less frequent, although normally this is done quarterly. Walter and Keenan normally receives monthly statements from the custodian of the securities. These statements list all of the securities in the client portfolio. Also included is the tax cost carrying value of each client position and the current dividend or interest rate on the security described. Changes to client portfolio positions are made in the context of the client’s objectives and risk tolerance. Certain factors may trigger a change or trigger a special review of a position in a client account. As an example, a negative earnings or research report may require rethinking the appropriateness of continuing to hold a particular equity position. In addition, a dividend reduction is more likely than not going to lead to a sale of a company holding. Also, a reduction in the bond rating of a bond by one or more of the ratings services may have the same effect. In general, Walter and Keenan will not purchase individual fixed income securities that are rated below investment grade. If an investment grade bond is lowered in rating to non-investment grade then a thorough review of the holding will be conducted to evaluate the position. Walter and Keenan will also review each equity security position to determine whether it is appropriately valued. Fair value for each holding is determined based on research provided by 3rd parties as well as research conducted by Walter and Keenan personnel. In this regard, if a security is determined to be significantly above or below a determination of fair value then a thorough review of that holding in the context of each client account will be undertaken. The primary responsibility for the review of client accounts is assigned to Mr. Keenan. This review is generally conducted at least quarterly and more frequently if circumstances require. A quarterly report of investment performance is available to those clients that request this information. Also, a review of a client portfolio will be conducted if the client’s circumstances change. For instance, such a review will be undertaken if the client is contemplating retirement or a major purchase. 15  Item 14 – Client Referrals and other Compensation Walter & Keenan does not compensate any outside party for client referrals. Other than the receipt of advisory fees described in Item 5 - Fees and Compensation, the firm receives no other compensation or revenue in connection with investment management services. However, please refer to Item 12 - Brokerage Practices for information about the benefits and services received from Charles Schwab and Company. 16  Item 15 – Custody Clients should receive at least quarterly (and in most cases monthly) statements from the broker dealer, bank or other qualified custodian that holds and maintains client’s investment assets. Walter & Keenan urges you to carefully review such statements and compare such custodial records to the account statements that we may provide to you. Our statements may vary from the custodial statements you receive based on accounting procedures, reporting dates or valuation methodologies of certain securities. Walter & Keenan has custody of certain client assets by virtue of either trusteeship, check- writing authority, or standing letters of authorization. These client accounts are subject to a surprise audit each year by an independent public accountant, registered with and under the supervision of the Public Company Accounting Oversight Board. 17  Item 16 - Investment Discretion Walter & Keenan usually receives discretionary authority from the client at the onset of an advisory relationship. This authority permits Walter and Keenan to identify and select the identity and amount of securities to be bought and sold. This discretion is outlined in the memorandum of understanding that Walter & Keenan and the client signs upon initiation of the advisory relationship. Also, the client is typically asked to sign a similar agreement (such as a limited power of attorney) by the custodian of the securities. This limited power instructs the custodian to accept the instructions of Walter and Keenan concerning transactions to be completed in the client’s account. In all cases, such discretion is to be exercised in a manner consistent with the stated investment objectives for the particular client account. In rare circumstances, Walter and Keenan may act on a non- discretionary basis in which case the client must approve any trades prior to transaction. When selecting securities and determining amounts, Walter and Keenan observes the investment policies, limitations and restrictions of the clients for which it advises. Investment guidelines and restrictions should be provided to the company in writing. 18  Item 17 – Voting Client Securities Walter & Keenan will accept authority from the client to vote the client securities by proxy. In general, this authority is granted at the beginning of the client relationship. Clients are also able to obtain copies of Walter and Keenan’s proxy voting policies and procedures upon request. Clients may also obtain information from the company about how Walter and Keenan voted on behalf of their account(s). Clients may direct Walter & Keenan as to how they would like to vote in a particular solicitation. In situations where the firm is responsible to vote proxies for a client, the firm uses the following statement of principles to govern the voting of such proxies. Further, it uses the procedures below to ensure that proper documentation is maintained. These procedures also ensure that plan fiduciaries have the ability to review how proxies were voted in compliance with the Employee Retirement Income Security Act of 1974 (“ERISA”). Under this statement of principles, the firm acknowledges its responsibility to vote proxies in a manner that ensures the exclusive benefit for the underlying participants and beneficiaries. The firm casts such proxy votes for the sole purpose of extending benefits to such participants and beneficiaries while using the care, skill and diligence that a prudent person acting in a like capacity and familiar with such matters would use under the circumstances then prevailing. The procedures for voting proxies and the record keeping system maintained by the firm are as follows: 1. Reasonable efforts are made to ensure that knowledge of a vote to be taken is acquired in a timely fashion and that all proxy votes are cast by the firm. A file of all proxy related material is maintained. 2. Reasonable efforts are exercised by the firm in acquiring information sufficient to allow an informed vote. 3. A file is maintained for the purpose of recording the manner in which the proxy vote is cast. 4. The firm votes all proxies so as, in its opinion, to maximize shareholder value which is defined as long-term value accretion through dividend and price appreciation. In addition, the firm’s primary investment philosophy is the purchase “quality” companies for the portfolios of its clients. One of the four main tenants for “quality” is excellence in management. Hence, the firm tends to vote non-shareholder value issues in alignment with management’s recommendations, if there is no conflict with maximizing shareholder value. 5. All proxy voting is executed by the research analyst responsible for the particular security under 6. the supervision of the Chief Proxy Officer. In extraordinary circumstances the Chief Proxy Officer may actively issue a voting instruction (e.g. to vote against an outside auditor in the post Enron environment). 19  Item 18 – Financial Information Registered investment advisers are required to provide you with certain financial information or disclosures about their financial condition in this item. Walter & Keenan has no financial commitments that impair its ability to meet contractual obligations and its fiduciary obligations to its clients. Walter & Keenan has not been the subject of a bankruptcy proceeding. Walter & Keenan does not require prepayment of fees from any client. All client fees are payable in arrears. 20