This Disclosure document is being offered to you by Steele Street Private Wealth Management (“SSPWM” or “Firm”) about the investment advisory services we provide. It discloses information about our services and the way those services are made available to you, the client. Our Firm was registered as an Investment Adviser in January 2019 and is owned by Daniel Katz and Casey Vader. Casey Vader is Chief Operating Officer and Daniel Katz serves as Chief Compliance Officer for the Firm. We are committed to helping clients build, manage, and preserve their wealth, and to provide guidance that helps clients to achieve their stated financial goals. We specialize in retirement investing and income generation. We will offer an initial complimentary meeting upon our discretion; however, investment advisory services are initiated only after you and SSPWM execute an Investment Management Agreement. Investment Management Services We manage advisory accounts on a discretionary and non-discretionary basis. Once we determine a client’s profile, income need, and investment plan, we execute the day-to- day transactions with or without prior consent, depending on the client’s agreement with our Firm. Account supervision is guided by the client’s investment policy statement. We may accept accounts with certain restrictions if circumstances warrant. We primarily allocate client assets among various equities, cash, Exchanged Traded Funds (“ETFs”), other mutual funds and debt securities in accordance with their stated investment objectives and income needs. All of these are considered asset allocation categories for the client’s investment strategy. In personal discussions with clients, we determine their objectives, time horizons, risk tolerance and liquidity and income need. As appropriate, we also review their prior investment history, as well as family composition and background. Based on client needs, we develop the client’s personal profile and investment plan. We then create and manage the client’s investments based on that policy and plan. It is the client’s obligation to notify us immediately if circumstances have changed with respect to their goals and income needs. Once we have determined the appropriate strategy for clients or client businesses and executed the strategy, we will provide ongoing investment review and management services. With our discretionary relationships, we will make changes to the portfolio, as we deem appropriate, to meet your financial objectives. We trade these portfolios based on the combination of our market views and your objectives, using our investment process. We tailor our advisory services to meet the needs of our clients and seek to ensure that your portfolio is managed in a manner consistent with those needs and objectives. You will have the ability to leave standing instructions with us to refrain from investing in particular industries or invest in limited amounts of securities. Additionally, clients may engage our firm separately to advise on certain investment products that are not maintained at their primary custodian, such as annuity contracts and assets held in employer sponsored retirement plans and qualified tuition plans (i.e., 529 plans). You are advised and are expected to understand that our past performance is not a guarantee of future results. Certain market and economic risks exist that adversely affect an account’s performance. This could result in capital losses in your account. Financial Planning Our Financial Planning services are offered to clients who are engaged in our wealth management services described above. While we will work with all clients to understand their financial objectives, we will not present a formal financial plan to all of them. Through the financial planning process, our team strives to engage our clients in conversations around the family’s goals, objectives, priorities, vision, and legacy – both for the near term as well as for future generations. With the unique goals and circumstances of each family in mind, our team may offer financial planning ideas and strategies to address the client’s holistic financial picture, including estate, income tax, charitable, cash flow and retirement income, wealth transfer and family legacy objectives. Our team partners with our client’s other advisors (CPA, estate attorney, insurance broker, etc.) to ensure a coordinated effort of all parties toward the client’s stated goals. Such services include various reports on specific goals and objectives or general investment and/or planning recommendations, guidance to outside assets and periodic updates. We have established a relationship with Kristi Sullivan with Sullivan Financial Planning, a State Registered Investment Advisor. Sullivan Financial Planning provides financial planning services for clients on a per project basis. Sullivan Financial Planning bills our firm an hourly fee for planning services. Sullivan Financial Planning’s specific services in preparing a client’s formal financial plan may include:
• Review and clarification of financial goals;
• Assessment of overall financial position including cash flow and income, balance sheet, investment strategy, risk management and estate planning;
• Creation of a financial plan, including personal and business real estate, education, retirement, financial independence, charitable giving, estate planning, business succession and other personal goals;
• Development of a goal-oriented investment and income plan, with input from various advisors to our clients around tax strategy, asset allocation, asset location, expenses, risk and liquidity factors for each goal. This includes IRA and qualified plans, taxable and trust accounts that require special attention.
• Design of a risk management plan including risk tolerance, risk avoidance, mitigation and transfer, including liquidity as well as various insurance and possible company benefits; and
• Crafting and implementation of, in conjunction with your estate and/or corporate attorneys as tax advisor, an estate plan to provide for you and/or your heirs in the event of an incapacity or death. Retirement Plan Advisory Services For employer-sponsored retirement plans with participant-directed investments or cash balance plans, our firm provides its advisory services as an investment advisor as defined under Section 3(21) or 3(38) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). When serving as an ERISA 3(38) investment manager, the Plan Sponsor is relieved of all fiduciary responsibility for the investment decisions made by Our Firm. Our Firm is a discretionary investment manager in accordance with the terms of a separate ERISA 3(38) Plan Sponsor Investment Management Agreement between Our Firm and the Plan Sponsor. Our Firm’s investment management is limited in that it has the discretion solely to replace funds in plan fund lineups and initiate the transfer of existing balances to the replacements without prior approval from the client. Our Firm provides the following services to the plan sponsor:
• Select the investments.
• Monitor the investments and replace investments when appropriate.
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Provide a quarterly monitoring report.
• Assist the plan sponsor in developing an Investment Policy Statement (“IPS”).
• Provide a comprehensive fiduciary investment review designed to meet Plan Sponsor fiduciary responsibility and enhance the participant experience. This includes fiduciary education as requested by the Department of Labor (DOL).
• Recommend QDIA alternatives.
• Recommend non-discretionary model portfolios. When serving as an ERISA 3(21) investment advisor, the Plan Sponsor and Our Firm share fiduciary responsibility. The Plan Sponsor retains ultimate decision-making authority for the investments and may accept or reject the recommendations in accordance with the terms of a separate ERISA 3(21) Plan Sponsor Investment Management Agreement between our Firm and the Plan Sponsor. Under the 3(21) agreements, our Firm provides the following services to the Plan Sponsor:
• Screen investments and make recommendations.
• Monitor the investments and suggests replacement investments when appropriate.
• Provide a quarterly monitoring report.
• Assist the plan sponsor in developing an Investment Policy Statement (“IPS”).
• Recommend QDIA alternatives.
• Recommend non-discretionary model portfolios. We can also be engaged to provide Plan Consulting Services. Plan Consulting Services include financial education to Plan participants, benchmarking the Plan services, education to fiduciary committee members, and monitoring the service provider. The scope of education provided to participants will not constitute “investment advice” within the meaning of ERISA and participant education will relate to general principles for investing and information about the investment options currently in the Plan. We may also participate in initial enrollment meetings and periodic workshops and enrollment meetings for new participants. Participant Level Education We can also be engaged to provide financial education to plan participants. The scope of education provided to participants will not constitute “investment advice” within the meaning of ERISA and participant education will relate to general principles for investing and information about the investment options currently in the plan. We may also participate in initial enrollment meetings and periodic workshops and enrollment meetings for new participants. We may meet with plan participants on a regular basis (quarterly, semi-annually or annually) as agreed upon at the Client’s discretion to discuss the reports and investment recommendations. Tax Planning and Preparation Our Firm recommends independent CPAs to provide tax planning and preparation for individuals and business owners. These services may be provided to the client for a separate fee and will be engaged. Accounting services performed by these CPAs are separate and distinct from our firm’s advisory services. Steele Street and the CPAs are unaffiliated. Financial Planning and Consulting Services While financial planning services are included in our wealth management services and fees, we do provide investment advice on isolated areas of concern such as estate planning, real estate, retirement planning, or any other specific topic under a separate Financial Consulting Agreement. Additionally, we provide non-securities advice related to estate planning, insurance, real estate, and annuity. We also provide advisory & consulting services for equity or debt investments in privately held businesses. In these cases, you will be required to select your own investment managers, custodians, and insurance companies to implement consulting recommendations. If you need brokerage and/or other financial services, we will recommend one of several investment managers, brokers, banks, custodians, insurance companies or other financial professionals ("Firms"). You must independently evaluate these Firms before opening an account or transacting business and have the right to effect business through any firm you choose. You have the right to choose whether to follow the consulting advice that we provide. Disclosure Regarding Rollover Recommendations A client or prospect leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over 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 account value (which could, depending upon the client’s age, result in adverse tax consequences). Our Firm may recommend an investor roll over plan assets to an IRA for which our Firm provides investment advisory services. As a result, our Firm and its representatives may earn an asset-based fee. In contrast, a recommendation that a client or prospective client leave their plan assets with their previous employer or roll over the assets to a plan sponsored by a new employer will generally result in no compensation to our Firm. Our Firm therefore has an economic incentive to encourage a client to roll plan assets into an IRA that our Firm will manage, which presents a conflict of interest. To mitigate the conflict of interest, there are various factors that our Firm will consider before recommending a rollover, including but not limited to: (i) the investment options available in the plan versus the investment options available in an IRA, (ii) fees and expenses in the plan versus the fees and expenses in an IRA, (iii) the services and responsiveness of the plan’s investment professionals versus those of our Firm, (iv) protection of assets from creditors and legal judgments, (v) required minimum distributions and age considerations, and (vi) employer stock tax consequences, if any. All rollover recommendations are also reviewed by our Firm’s Chief Compliance Officer in a best effort to determine that the recommendation to a client was reasonable or that the client has determined to make the rollover after being provided ample information about their options. No client is under any obligation to roll over plan assets to an IRA advised by our Firm or to engage our Firm to monitor and/or advise on the account while maintained with the client's employer. Our Firm’s Chief Compliance Officer remains available to address any questions that a client or prospective client has regarding this disclosure. We are fiduciaries under the Investment Advisers Act of 1940 and when we provide investment advice to you regarding your retirement plan account or individual retirement account, we are also fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. We have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. Wrap We do not provide a Wrap Fee Program. Assets As of December 31, 2022, we manage $122,971,522 on a discretionary basis, and $760,517 on a non-discretionary basis.