J.R. PRUNIER CAPITAL MANAGEMENT LLC

Item 1: Cover Page This brochure provides information about the qualifications and business practices of J. R. Prunier Capital Management LLC. If you have any questions about the contents of this brochure, please contact us at (508) 756- 8080. 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 J. R. Prunier Capital Management LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. J. R. Prunier Capital Management LLC’s CRD number is: 321026. 61 Boyden Rd. Suite 2 Holden, MA 01520 (508) 756-8080 www.jrprunier.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 03/20/2026 1  Item 2: Material Changes Since the last ADV update dated April 21, 2025, when the Firm is transitioned from state registration to registration with the Securities and Exchange Commission, the following material changes have been made: ● Firm address changed on the cover page. ● Disclosure of SLOAs added to Item 15. 2  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees and Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 1 2 3 4 7 9 9 10 13 13 14 14 16 16 17 17 18 18 3  Item 4: Advisory Business A. Description of the Advisory Firm J.R. Prunier Capital Management LLC (hereinafter “JRPCML”) is a Limited Liability Company organized in the State of Massachusetts. The firm was formed in April 2022, and the principal owner is Jeffrey Prunier. B. Types of Advisory Services Portfolio Management Services JRPCML offers ongoing portfolio management services based on the individual goals, objectives, time horizon, and risk tolerance of each client. JRPCML creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management services include, but are not limited to, the following: • • • Investment strategy Asset allocation Risk tolerance • • • Personal investment policy Asset selection Regular portfolio monitoring JRPCML evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. JRPCML will require discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. JRPCML seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of JRPCML’s economic, investment or other financial interests. To meet its fiduciary obligations, JRPCML attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, JRPCML’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is JRPCML’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Selection of Other Advisers JRPCML may direct clients to third-party investment advisers. Before selecting other advisers for clients, JRPCML will verify that all recommended advisers are properly licensed, notice filed, or exempt in the states where JRPCML is recommending the adviser to clients. Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; and education planning. 4  Pension Consulting Services JRPCML offers consulting services to pension or other employee benefit plans (including but not limited to 401(k) plans). Pension consulting may include, but is not limited to: identifying investment objectives and restrictions ● ● providing guidance on various assets classes and investment options ● recommending money managers to manage plan assets in ways designed to achieve objectives ● monitoring performance of money managers and investment options and making ● recommendations for changes recommending other service providers, such as custodians, administrators and broker-dealers ● creating a written pension consulting plan These services are based on the goals, objectives, demographics, time horizon, and/or risk tolerance of the plan and its participants. Services Limited to Specific Types of Investments JRPCML generally limits its investment advice to mutual funds, fixed income securities, real estate funds (including REITs), equities, ETFs (including ETFs in the gold and precious metal sectors), trading on margin, treasury inflation protected/inflation linked bonds, commodities and non-U.S. securities. JRPCML may use other securities as well to help diversify a portfolio when applicable. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: ● Meet a professional standard of care when making investment recommendations (give prudent advice); ● Never put our financial interests ahead of yours when making recommendations (give loyal advice); ● Avoid misleading statements about conflicts of interest, fees, and investments; ● Follow policies and procedures designed to ensure that we give advice that is in your best interest; ● Charge no more than is reasonable for our services; and ● Give you basic information about conflicts of interest. C. Client Tailored Services and Client Imposed Restrictions JRPCML will tailor a program for each individual client. This will include an interview session to get 5  to know the client’s specific needs and requirements as well as a plan that will be executed by JRPCML on behalf of the client. JRPCML may use model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent JRPCML from properly servicing the client account, or if the restrictions would require JRPCML to deviate from its standard suite of services, JRPCML reserves the right to end the relationship. D. Wrap Fee Program A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. JRPCML does not participate in wrap fee programs. E. Assets under Management JRPCML has the following assets under management: Discretionary Amounts: Non-discretionary Date Calculated: Amounts: $ 386,249,141 $ 20,760,571 December 31, 2025 6  Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees $0 - $500,000 1.20% $500,001 - $5,000,000 0.90% $5,000,001 - $10,000,000 0.70% $10,000,001 - $25,000,000 0.60% $25,000,001 – AND UP 0.50% JRPCML uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of JRPCML's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract upon 30 days advance written notice. JRPCML may direct clients to third-party investment advisers. Fees paid to third-party investment advisers are either included in the above fee or clients will be billed directly from the third-party investment advisers for their fees. JRPCML does not receive any additional fees for referring clients to any third-party investment adviser. The third-party investment adviser’s advisory fees, billing schedule, and payment procedures are set forth in their separate written disclosure documents, advisory agreements, and/or the account opening documents of your account Custodian. Financial Planning Fees The rate for creating client financial plans is generally between $1,800 and $20,000, but may vary depending on the complexity of the plan. The fees are negotiable, and the final fee schedule will be attached as Exhibit II of the Financial Planning Agreement. Clients may terminate the agreement without penalty, for full refund of JRPCML’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement upon written notice. 7  Pension Consulting Services Fees Total Assets Under Management Annual Fee $0 - $1,000,000 0.75% $1,000,001 - $2,500,000 0.50% $2,500,001 - $7,500,000 0.30% $7,500,001 - $15,000,000 0.25% $15,000,001 - AND UP 0.20% JRPCML uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Clients may terminate the agreement without penalty for a full refund of JRPCML's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the pension consulting agreement immediately upon written notice. JRPCML uses an average of the daily balance in the client’s account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. For fees deducted directly from client accounts, in states that require it, JRPCML will: (A) Possess written authorization from the client to deduct advisory fees from an account held by a custodian. (B) Send the custodian written notice of the amount of the fee to be deducted from the client’s account and verify that the custodian sends invoices to the client. (C) Send the client a written invoice itemizing the fee upon or prior to fee deduction, including the formula used to calculate the fee, the time period covered by the fee and the amount of assets under management on which the fee was based. Payment of Financial Planning Fees Fixed Financial Planning fees are either withdrawn directly from the client’s accounts with client’s written authorization or invoiced and payable via cash, check or wire. Clients may select the method in which they are billed. Fees are paid quarterly in arrears, but may be billed per project. 8  Payment of Pension Consulting Fees Asset-based pension consulting fees are withdrawn directly from the client's accounts with client's written authorization on a monthly basis. Fees are paid in arrears. For fees deducted directly from client accounts, in states that require it, JRPCML will: (A) Possess written authorization from the client to deduct advisory fees from an account held by a custodian. (B) Send the custodian written notice of the amount of the fee to be deducted from the client’s account and verify that the custodian sends invoices to the client. C. Client Responsibility for Third Party Fees JRPCML. Please Item 12 of this brochure Clients are responsible for the payment of all third-party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and regarding see charged by expenses broker-dealer/custodian. D. Prepayment of Fees JRPCML collects its fees in arrears. It does not collect fees in advance. Therefore no refund is applicable during termination of services, however, clients are responsible for fees up to the date of termination. E. Outside Compensation for the Sale of Securities to Clients Neither JRPCML nor its supervised persons accept any compensation for the sale of investment products, including asset-based sales charges or service fees from the sale of mutual funds. Item 6: Performance-Based Fees and Side-By-Side Management JRPCML does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients JRPCML generally provides advisory services to the following types of clients: ● Individuals ● High-Net-Worth Individuals ● Pension and Profit Sharing Plans There is no account minimum for any of JRPCML’s services. 9  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis JRPCML’s methods of analysis include Fundamental analysis and Modern portfolio theory. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various assets. Investment Strategies JRPCML uses long term trading and margin transactions. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Investment Strategies JRPCML's use of margin transactions generally holds greater risk, and clients should be aware that there is a material risk of loss using any of those strategies. Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically 10  surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Margin transactions use leverage that is borrowed from a brokerage firm as collateral. When losses occur, the value of the margin account may fall below the brokerage firm’s threshold thereby triggering a margin call. This may force the account holder to either allocate more funds to the account or sell assets on a shorter time frame than desired. Selection of Other Advisers: Although JRPCML will seek to select only money managers who will invest clients' assets with the highest level of integrity, JRPCML's selection process cannot ensure that money managers will perform as desired and JRPCML will have no control over the day-to-day operations of any of its selected money managers. JRPCML would not necessarily be aware of certain activities at the underlying money manager level, including without limitation a money manager's engaging in unreported risks, investment “style drift” or even regulator breach or fraud. In monitoring and analyzing the third-party advisers, JRPCML uses benchmarking analysis, assessing whether the adviser’s performance has met, exceeded, or fallen short of comparable benchmarks (e.g., Russell 2000, S&P 500, etc.), together with comparison against any stated benchmarks the adviser has set for itself. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized JRPCML's use of margin transactions generally holds greater risk of capital loss. Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Risks of investing in foreign fixed income securities also include the general 11  risk of non-U.S. investing described below. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. Precious Metal ETFs (e.g., Gold, Silver, or Palladium Bullion backed “electronic shares” not physical metal) specifically may be negatively impacted by several unique factors, among them (1) large sales by the official sector which own a significant portion of aggregate world holdings in gold and other precious metals, (2) a significant increase in hedging activities by producers of gold or other precious metals, (3) a significant change in the attitude of speculators and investors. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Real estate funds (including REITs) face several kinds of risk that are inherent in the real estate sector, which historically has experienced significant fluctuations and cycles in performance. Revenues and cash flows may be adversely affected by: changes in local real estate market conditions due to changes in national or local economic conditions or changes in local property market characteristics; competition from other properties offering the same or similar services; changes in interest rates and in the state of the debt and equity credit markets; the ongoing need for capital improvements; changes in real estate tax rates and other operating expenses; adverse changes in governmental rules and fiscal policies; adverse changes in zoning laws; the impact of present or future environmental legislation and compliance with environmental laws. Commodities are tangible assets used to manufacture and produce goods or services. Commodity prices are affected by different risk factors, such as disease, storage capacity, supply, demand, 12  delivery constraints and weather. Because of those risk factors, even a well-diversified investment in commodities can be uncertain. Non-U.S. securities present certain risks such as currency fluctuation, political and economic change, social unrest, changes in government regulation, differences in accounting and the lesser degree of accurate public information available. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-Regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither JRPCML nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither JRPCML nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Neither JRPCML nor its representatives have any material relationships to this advisory business that would present a possible conflict of interest. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections JRPCML may direct clients to third-party investment advisers. Clients will pay JRPCML its standard fee in addition to the standard fee for the advisers to which it directs those clients. The fees will not exceed any limit imposed by any regulatory agency. JRPCML will always act in the best interests of the client, including when determining which third-party investment adviser to recommend to clients. JRPCML will ensure that all recommended advisers are exempt, licensed or notice filed in 13  the states in which JRPCML is recommending them to clients. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics JRPCML has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. JRPCML's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests JRPCML does not recommend that clients buy or sell any security in which a related person to JRPCML or JRPCML has a material financial interest. C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of JRPCML may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of JRPCML to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest. JRPCML will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of JRPCML may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of JRPCML to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions may create a conflict of interest; however, JRPCML will never engage in trading that operates to the client’s disadvantage if representatives of JRPCML buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on JRPCML’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest 14  commission or commission equivalent, and JRPCML may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in JRPCML's research efforts. JRPCML will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. JRPCML will require clients to use Schwab Institutional, a division of Charles Schwab & Co., Inc. 1. Research and Other Soft-Dollar Benefits While JRPCML has no formal soft dollars program in which soft dollars are used to pay for third party services, JRPCML may receive research, products, or other services from custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). JRPCML may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and JRPCML does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. JRPCML benefits by not having to produce or pay for the research, products or services, and JRPCML will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that JRPCML’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals JRPCML receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use JRPCML will require clients to use a specific broker-dealer to execute transactions. Not all advisers require clients to use a particular broker-dealer. B. Aggregating (Block) Trading for Multiple Client Accounts If JRPCML buys or sells the same securities on behalf of more than one client, it might, but would be under no obligation to, aggregate or bunch, to the extent permitted by applicable law and regulations, the securities to be purchased or sold for multiple clients in order to seek more favorable prices, lower brokerage commissions or more efficient execution. In such case, JRPCML would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. JRPCML would determine the appropriate number of shares to place with brokers and will select the appropriate brokers consistent with JRPCML’s duty to seek best execution. 15  Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts for JRPCML's advisory services provided on an ongoing basis are reviewed at least quarterly by Jeffrey Prunier, Managing Member and Chief Compliance Officer, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at JRPCML are assigned to this reviewer. All financial planning accounts are reviewed upon financial plan creation and plan delivery by Jeffrey Prunier, President. There is only one level of review for financial plans, and that is the total review conducted to create the financial plan. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). With respect to financial plans, JRPCML’s services will generally conclude upon delivery of the financial plan. C. Content and Frequency of Regular Reports Provided to Clients Each client of JRPCML's advisory services provided on an ongoing basis will receive a quarterly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. Each financial planning client will receive the financial plan upon completion. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) JRPCML receives compensation from third-party advisers to which it directs clients. With respect to Schwab, JRPCML receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For JRPCML client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities 16  trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to JRPCML other products and services that benefit JRPCML but may not benefit its clients’ accounts. These benefits may include national, regional or JRPCML specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of JRPCML by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist JRPCML in managing and administering clients’ accounts. These include software and other technology (and related technological training) 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, if applicable), provide research, pricing information and other market data, facilitate payment of JRPCML’s fees from its clients’ accounts (if applicable), and assist with back- office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of JRPCML’s accounts. Schwab Advisor Services also makes available to JRPCML other services intended to help JRPCML manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to JRPCML by independent third parties. Schwab Advisor Services may 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 JRPCML. JRPCML is independently owned and operated and not affiliated with Schwab. B. Compensation to Non-Advisory Personnel for Client Referrals JRPCML does not directly or indirectly compensate any person who is not advisory personnel for client referrals. Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, JRPCML will be deemed to have custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices that are required in each jurisdiction, and they should carefully review those statements for accuracy. JRPCML can establish a Standing Letter of Authorization or other similar asset transfer authorization arrangements (“SLOA”) with qualified custodians in order for us to disburse funds to accounts as specifically designated by the Client. With a SLOA a Client can typically authorize first-party and/or third-party transfers. If transfers are third-party, JRPCML complies with each of the requirements and conditions enumerated below: 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 JRPCML, 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. 17  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. 6. JRPCML 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. JRPCML maintains records showing that the third party is not a related party of JRPCML or located at the same address as JRPCML. 7. The Client’s qualified custodian sends the Client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion JRPCML provides discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, JRPCML generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, JRPCML’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to JRPCML. Item 17: Voting Client Securities JRPCML will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet JRPCML neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither JRPCML nor its management has any financial condition that is likely to reasonably impair JRPCML’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years JRPCML has not been the subject of a bankruptcy petition in the last ten years. 18  19