Richardson Capital Management, LLC

Item 1 Cover Page Richardson Capital Management, LLC SEC File Number: 801 – 63149 Brochure Dated 03/24/2026 Contact: Scott P. Richardson, Chief Compliance Officer W134 N8688 Executive Parkway Menomonee Falls, Wisconsin 53051 www.richardson-financial.com This brochure provides information about the qualifications and business practices of Richardson Capital Management, LLC (the “Registrant”). If you have any questions about the contents of this brochure, please contact us at (262) 255-4100 or scott@richardson-financial.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Richardson Capital Management, LLC also is available on the SEC’s website at www.adviserinfo.sec.gov. References herein to Richardson Capital Management, LLC as a “registered investment adviser” or any reference to being “registered” does not imply a certain level of skill or training.  Material Changes Item 2 There have been no material changes made to the Richardson Capital Management, LLC (“Registrant”) Part 2A Brochure since its prior Amendment filing. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions regarding this Part 2A, including the disclosure additions and enhancements below. Item 3 Table of Contents Item 1 Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 8 Item 9 Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 16 Item 17 Item 18 Cover Page ………………………………………………………………………………..1 Material Changes ……………………………….………………………………………...2 Table of Contents ….……………………………………………………………………..2 Advisory Business ….…………………………………………………………………….3 Fees and Compensation ….……………………………………………………………..10 Performance-Based Fees and Side-by-Side Management .……………..…………….…12 Types of Clients ……………….………………………….…………………..…………12 Methods of Analysis, Investment Strategies and Risk of Loss …………..…..…………12 Disciplinary Information ………………………………………………………………...13 Other Financial Industry Activities and Affiliations …………..……………………......13 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading…15 Brokerage Practices……………………………………………………………...............16 Review of Accounts………………………………………………………………….......17 Client Referrals and Other Compensation……………………………………………….18 Custody…………………………………………………………………………………..18 Investment Discretion……………………………………………………………………19 Voting Client Securities ………………………………………………………………....19 Financial Information………………………………………………………….…………19 2  Item 4 Advisory Business A. Richardson Capital Management, LLC (the “Registrant”) is a limited liability company formed on March 30, 2004, in the state of Wisconsin. The Registrant became registered as an Investment Adviser Firm in May 2004. The Registrant is owned by Scott P. Richardson, PLR Irrevocable Trust and the SPR Irrevocable Trust. Scott P. Richardson is the Registrant’s Principal. B. As discussed below, the Registrant offers to its clients (individuals, business entities, trusts, estates, and charitable organizations, etc.) investment advisory services, investment portfolio analysis, retirement plan consulting and consulting services related to financial, tax, insurance, and estate planning. INVESTMENT ADVISORY SERVICES The Registrant provides discretionary investment advisory services on a fee basis as discussed at Item 5 below. Before engaging Registrant to provide investment advisory services, clients are generally required to enter into an Investment Advisory Agreement with Registrant setting forth the terms and conditions of the engagement (including termination), describing the scope of the services to be provided, and the fee that is due from the client. To commence the investment advisory process, Registrant will ascertain each client’s investment objective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, Registrant provides ongoing supervision of the account(s). The Registrant offers investment advisory services via the following two separate service offerings: Wealth Management Services The Registrant offers Wealth Management Services that incorporate investment management along with general planning advice related to financial, tax, insurance, and estate planning matters. Clients desiring more specific and detailed advice related to financial, tax, insurance and estate planning matters can engage the Registrant to provide consulting services related to such matters on a stand-alone basis for a separate fee. Please review the Consulting Related to Financial, Tax, Insurance, and Estate Planning description on the next page for more information regarding such services. Family Office Services The Registrant offers Family Office Services that incorporate investment management along with specific and comprehensive advice related to financial, tax, insurance, and estate planning matters. The Family Office Services are designed for clients with significant financial complexities that desire the integration of services beyond simply investment management. INVESTMENT PORTFOLIO ANALYSIS The client can determine to engage the Registrant to perform an analysis of the securities holdings in a client’s portfolio and to make recommendations according to the information a client provides regarding personal financial needs, goals, risk tolerance and any limitations on the types of investments the client deems suitable. 3  RETIREMENT PLAN CONSULTING The Registrant provides retirement plan consulting services, pursuant to which it assists sponsors of self-directed retirement plans with the selection and/or monitoring of investment alternatives (generally open-end mutual funds) from which plan participants shall choose in self-directing the investments for their individual plan retirement accounts. In such engagements, the Firm will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). In addition, to the extent requested by the plan sponsor, the Registrant shall also provide participant education designed to assist participants in identifying the appropriate investment strategy for their retirement plan accounts. The terms and conditions of the engagement shall generally be set forth in a Retirement Plan Services Agreement between the Registrant and the plan sponsor. financial situation or investment objectives for CONSULTING RELATED TO FINANCIAL, TAX, INSURANCE AND ESTATE PLANNING The client can determine to engage the Registrant to provide consulting services related to financial, tax, insurance, and estate planning on a stand-alone basis. Such services can be provided to investment advisory clients and non-investment advisory clients. For non- Wealth Management and Family Office clients, a consulting fee (separate from any investment advisory fees) will generally be charged for such services. Neither the Registrant, nor any of its representatives, serves as an attorney or accountant, and no portion of the Registrant’s services should be construed as such. Accordingly, we do not prepare estate planning documents or tax returns. To the extent requested by a client, the Registrant may recommend the services of other professionals for certain non-investment implementation purposes (i.e., attorneys, accountants, insurance agent, etc.), including the services of Registrant’s affiliated entity, Richardson Financial Group, Inc., and representatives thereof, as discussed below. The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from the Registrant. Please Note: If the client engages any such recommended professional, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from and against the engaged professional. Please Also Note: It remains the client’s responsibility to promptly notify the Registrant if there is ever any change in his/her/its the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. SUPPLEMENTAL REPORTING The Registrant, in conjunction with the services provided by ByAllAccounts, Inc. (“ByAllAccounts”) and Pontera Solutions, Inc. (“Pontera”), may also provide periodic comprehensive reporting services which can incorporate all the client’s investment assets, including those investment assets that are not part of the assets managed by Registrant (the “Excluded Assets”). Registrant’s service relative to the Excluded Assets is limited to reporting services only (unless the Investment Advisory Agreement indicates that the Registrant shall provide discretionary or non-discretionary consulting services regarding such assets), which does not include investment implementation. Unless otherwise specifically provided in writing, Registrant does not have trading authority for any of the Excluded Assets. The client and/or his/her/its other advisors that maintain trading authority, and not Registrant, shall be exclusively responsible for the investment performance of the Excluded Assets. As such, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority or trading authority has been designated to another investment professional), the client (and/or the other investment professional), and not Registrant, shall be exclusively responsible for directly implementing any recommendations relative to the Excluded Assets. Registrant 4  shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that Registrant provide investment management services (whereby Registrant would have trading authority) with respect to the Excluded Assets, the client may engage Registrant to do so pursuant to the terms and conditions of the Investment Advisory Agreement between Registrant and the client. Registrant’s Chief Compliance Officer, Scott P. Richardson, remains available to address any questions that a client or prospective client may have regarding the above. MISCELLANEOUS Please Note: Retirement Rollovers-Potential for Conflict of Interest: A client or prospective client 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) roll over 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). If Registrant recommends that a client roll over their retirement plan assets into an account to be managed by Registrant, such a recommendation creates a conflict of interest if Registrant will earn new (or increase its current) compensation as a result of the rollover. If Registrant provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Registrant is acting as a fiduciary 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. No client is under any obligation to roll over retirement plan assets to an account managed by Registrant, whether it is from an employer’s plan or an existing IRA. Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Please Note-Use of Mutual Funds and Exchange Traded Funds: Registrant utilizes mutual funds and exchange traded funds for its client portfolios. In addition to Registrant’s investment advisory fee described below, and transaction and/or custodial fees discussed above, clients will also incur, relative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g., management fees and other fund expenses). The mutual funds and exchange traded funds utilized by the Registrant are generally available directly to the public. Thus, a client can generally obtain the funds recommended and/or utilized by Registrant independent of engaging Registrant as an investment advisor. However, if a prospective client does so, then he/she/they will not receive Registrant's initial and ongoing investment advisory services. Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above. Interval Funds/Risks and Limitations: Where appropriate, Registrant may utilize interval funds. An interval fund is a non-traditional type of closed-end mutual fund that periodically offers to buy back a percentage of outstanding shares from shareholders. Investments in an interval fund involve additional risk, including lack of liquidity and restrictions on withdrawals. During any time periods outside of the specified repurchase offer window(s), investors will be unable to sell their shares of the interval fund. There is no assurance that an investor will be able to tender shares when or in the amount desired. There can also be situations where an interval fund has a limited amount of capacity to repurchase shares and may not be able to fulfill all purchase orders. In addition, the eventual sale price for the interval fund could be less than the interval fund value on the 5  date that the sale was requested. While an internal fund periodically offers to repurchase a portion of its securities, there is no guarantee that investors may sell their shares at any given time or in the desired amount. As interval funds can expose investors to liquidity risk, investors should consider interval fund shares to be an illiquid investment. Typically, the interval funds are not listed on any securities exchange and are not publicly traded. Thus, there is no secondary market for the fund’s shares. Because these types of investments involve certain additional risk, these funds will only be utilized when consistent with a client’s investment objectives, individual situation, suitability, tolerance for risk and liquidity needs. Investment should be avoided where an investor has a short- term investing horizon and/or cannot bear the loss of some, or all, of the investment. There can be no assurance that an interval fund investment will prove profitable or successful. In light of these enhanced risks, a client may direct Registrant, in writing, not to employ any or all such strategies for the client’s account. Unaffiliated Private Investment Funds: Registrant may also provide investment advice regarding unaffiliated private investment funds. Registrant, on a non-discretionary basis, may recommend that certain qualified clients consider an investment in unaffiliated private investment funds. Registrant’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of Registrant calculating its investment advisory fee. Registrant’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Please Note: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be provided to each client for review and consideration. Unlike liquid investments that a client may own, private investment funds do not provide daily liquidity or pricing. Each prospective client investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund and acknowledges and accepts the various risk factors that are associated with such an investment. the most recent valuation provided by Please Also Note: Valuation. In the event that Registrant references private investment funds owned by the client on any supplemental account reports prepared by Registrant, the value(s) for all private investment funds owned by the client shall reflect the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will continue to be reflected on the report until the fund provides a further updated value. Please Also Note: If the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund holding(s) could be significantly more or less than the value reflected on the report. Unless otherwise indicated, the client’s advisory fee shall be based upon the value reflected on the report. 6  WE DO NOT RECOMMEND CRYPTOCURRENCY: For clients who want exposure to cryptocurrencies, including Bitcoin, the Registrant, will advise the client to consider a potential investment in corresponding exchange traded securities, or an allocation to separate account managers and/or private funds that provide cryptocurrency exposure. Crypto is a digital currency that can be used to buy goods and services but uses an online ledger with strong cryptography (i.e., a method of protecting information and communications using codes) to secure online transactions. Unlike conventional currencies issued by a monetary authority, cryptocurrencies are generally not controlled or regulated, and their price is determined by the supply and demand of their market. Because cryptocurrency is currently considered to be a speculative investment, the Registrant will not exercise discretionary authority to purchase a cryptocurrency investment for client accounts. Rather, a client must expressly authorize the purchase of the cryptocurrency investment. Please Note: The Registrant does not recommend or advocate the purchase of, or investment in, cryptocurrencies. The Registrant considers such an investment to be speculative. Please Also Note: Clients who authorize the purchase of a cryptocurrency investment must be prepared for the potential for liquidity constraints, extreme price volatility and complete loss of principal. Conflict of Interest: As indicated above, the Registrant may invest client assets in unaffiliated mutual funds and may recommend that clients allocate assets to private investment funds. Individual employees associated with such funds could separately engage the Registrant as his/her investment adviser. Such engagement presents a conflict of interest because the Registrant could have an economic incentive to allocate and/or to recommend that its clients allocate client assets to such funds. To the extent applicable, the Registrant shall disclose such conflict, in writing to the client. Please Note: The client, in writing, can restrict the Registrant’s discretionary authority to purchase the mutual fund or private investment. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. Use of Pontera Platform: Richardson uses an investment platform made available by Pontera Solutions, Inc. (“Pontera”), a third-party online platform, to assist with management of clients’ “held-away” accounts, including 401(k)s, 403(b)s, annuities, and 529 education savings plans. The Pontera platform permits advisers to manage held-away assets without having to reflect that it has custody of such assets on Part 1 of Form ADV. The advisory fee charged by Richardson for the management of held-away assets is established in the client’s Investment Advisory Agreement. Pontera charges Richardson an annual fee based upon the percentage of assets managed in the held- away accounts. Other than Richardson’s advisory fee, clients do not pay any additional fee to Pontera or to Richardson in connection with the use of Pontera platform. Custodian Charges-Additional Fees: As discussed in Items 5 and 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends the broker- that Charles Schwab and Co.(“Schwab”) serve as dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 below. Registrant does not receive any portion of these fees/charges. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above. 7  Portfolio Activity: Registrant has a fiduciary duty to provide services consistent with the client’s best interest. Registrant will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including, but not limited to, investment performance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be extended periods of time when Registrant determines that changes to a client’s portfolio are unnecessary. Clients remain subject to the fees described in Item 5 below during periods of portfolio inactivity. Of course, as indicated below, there can be no assurance that investment decisions made by the Registrant will be profitable or equal any specific performance level(s). financial situation or investment objectives for Client Obligations: In performing its services, Registrant shall not be required to verify any information received from the client or from the client’s other professionals and is expressly authorized to rely thereon. Moreover, each client is advised that it remains his/her/its responsibility to promptly notify the Registrant if there is ever any change in his/her/its the purpose of reviewing/evaluating/revising Registrant’s previous recommendations and/or services. Disclosure Brochure: A copy of Registrant’s written Brochure as set forth on Part 2A of Form ADV and Form CRS (Client Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of an agreement between the client and Registrant. Please Note: Cash Positions: Richardson continues to treat cash as an asset class. As such, unless determined to the contrary by Richardson, all cash positions (money markets, etc.) shall be included as part of assets under management for purposes of calculating Richardson’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Richardson may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Richardson’s advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: Richardson’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Cash Sweep Accounts: Certain account custodians can require that cash proceeds from account transactions or new deposits, be swept to and/or initially maintained in a specific custodian designated sweep account. The yield on the sweep account will generally be lower than those available for other money market accounts. When this occurs, to help mitigate the corresponding yield dispersion, Registrant shall (usually within 30 days thereafter) generally (with exceptions) purchase a higher yielding money market fund (or other type security) available on the custodian’s platform, unless Registrant reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to client direction, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within a Registrant actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an 8  indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any Registrant unmanaged accounts. Borrowing Against Assets/Risks: A client who has a need to borrow money could determine to do so by using: • Margin - The account custodian or broker-dealer lends money to the client. The custodian charges the client interest for the right to borrow money, and uses the assets in the client’s brokerage account as collateral; and, • Pledged Assets Loan - In consideration for a lender (i.e., a bank, etc.) to make a loan to the client, the client pledges investment assets held at the account custodian as collateral. These above-described collateralized loans are generally utilized because they typically provide more favorable interest rates than standard commercial loans. These types of collateralized loans can assist with a pending home purchase, permit the retirement of more expensive debt, or enable borrowing in lieu of liquidating existing account positions and incurring capital gains taxes. However, such loans are not without potential material risk to the client’s investment assets. The lender (i.e., custodian, bank, etc.) will have recourse against the client’s investment assets in the event of loan default or if the assets fall below a certain level. For this reason, Registrant does not recommend such borrowing unless it is for specific short-term purposes (i.e., a bridge loan to purchase a new residence). Registrant does not recommend such borrowing for investment purposes (i.e., to invest borrowed funds in the market). Regardless, if the client was to determine to utilize margin or a pledged assets loan, the following economic benefits would inure to Registrant: • By taking the loan rather than liquidating assets in the client’s account, Registrant • • continues to earn a fee on such Account assets; and, If the client invests any portion of the loan proceeds in an account to be managed by Registrant, Registrant will receive an advisory fee on the invested amount; and, If Registrant’s advisory fee is based upon the higher margined account value, Registrant will earn a correspondingly higher advisory fee. This could provide Registrant with a disincentive to encourage the client to discontinue the use of margin. Please Note: The Client must accept the above risks and potential corresponding consequences associated with the use of margin or a pledged assets loan. ANY QUESTIONS: Our Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the use of margin or a pledged asset loan. Cybersecurity Risk: The information technology systems and networks that Registrant and its third-party service providers use to provide services to Registrant’s clients employ various controls that are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in Registrant’s operations and/or result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Registrant are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur financial losses and/or other adverse consequences. Although the Registrant has established processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that the Registrant does not control the cybersecurity measures and policies employed by third-party service providers, issuers of securities, 9  broker-dealers, qualified custodians, governmental and other regulatory authorities, exchanges and other financial market operators and providers. to providing investment advisory services, an C. The Registrant shall provide investment advisory services specific to the needs of each client. Prior investment adviser representative will ascertain each client’s investment objective(s). Thereafter, the Registrant shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on the Registrant’s services. D. The Registrant does not participate in a wrap fee program. E. As of December 31, 2025, the Registrant had $447,498,364 in assets under management on a discretionary basis and $134,711,145 in assets under management on a non- discretionary basis. Item 5 Fees and Compensation A. The client can determine to engage the Registrant to provide discretionary investment advisory services, investment portfolio analysis, retirement plan consulting and consulting services related to financial, tax, insurance, and estate planning on a fee basis. INVESTMENT ADVISORY SERVICES If a client determines to engage the Registrant to provide discretionary investment advisory services on a fee basis, the Registrant’s annual investment advisory fee shall be based upon a percentage (%) of the market value and type of assets placed under the Registrant’s management (between negotiable and 1.0%) as follows: Wealth Management Services Fee Schedule* Market Value of Portfolio From $0 to $1 million From $1,000,001 to $5 million From $5,000,001 to $10 million Over $10 million % of Assets 1.00% 0.75% 0.50% 0.40% * Note fees are on a cumulative basis. For example, an account with a $2,000,000 value would be charged 1.00% on the first $1,000,000 and .75% on the next $1,000,000 for a total fee of $17,500. Family Office Services Fee Schedule** Market Value of Portfolio From $0 to $10 million From $10,000,001 to $15 million Over $15 million % of Assets 1.00% 0.75% 0.50% 10  ** Note fees are on a cumulative basis. For example, an account with a $11,000,000 value would be charged 1.00% on the first $10,000,000 and .75% on the next $1,000,000 for a total fee of $107,500. INVESTMENT PORTFOLIO ANALYSIS Registrant’s investment portfolio analysis and advice fees are negotiable, but generally are $2,500 on a fixed fee basis and $350 on an hourly rate basis. If a fixed fee client chooses to terminate an analysis before its full completion, he/she/it will be charged on an hourly basis at up to $350 per hour for work already completed. RETIREMENT PLAN CONSULTING Registrant’s retirement plan consulting fees are negotiable, but generally shall be based upon a percentage (%) of the market value of assets in the retirement plan (between negotiable and 1.0%). Registrant’s fees will be determined based upon the nature of the services being provided and the complexities of each client’s situation. CONSULTING RELATED TO FINANCIAL, TAX, INSURANCE AND ESTATE PLANNING Registrant may charge a fixed fee or hourly fees for consulting services related to financial, tax, insurance, and estate planning. Registrant’s fees will be determined based upon the nature of the services being provided and the complexities of each client’s situation. If a fixed fee client chooses to terminate an analysis before its full completion, he/she/it will be charged on an hourly basis up to $675 per hour for work already completed. B. Clients may elect to have the Registrant’s advisory fees deducted from their custodial account. Both Registrant's Investment Advisory Agreement and the custodial/clearing agreement may authorize the custodian to debit the account for the amount of the Registrant's investment advisory fee and to directly remit that management fee to the Registrant in compliance with regulatory procedures. In the event that the Registrant bills the client directly, payment is due upon receipt of the Registrant’s invoice. The Registrant shall deduct fees and/or bill clients quarterly in advance, based upon the market value of the assets on the last business day of the previous quarter. As discussed above and below, when requested to recommend a broker-dealer/custodian for client accounts, Registrant generally recommends that Schwab serve as the broker- dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker-dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). These fees/charges are in addition to Registrant’s investment advisory fee at Item 5 above. Registrant does not receive any portion of these fees/charges. C. Registrant's annual investment advisory fee shall be prorated and paid quarterly, in advance, based upon the market value of the assets on the last business day of the previous quarter. Registrant does not generally charge or reimburse on intra-billing period additions or withdrawals. However, in the event that a client adds or withdraws, in single transaction, more than $500,000, the Firm shall charge a pro-rated fee, and or issue a pro-rated reimbursement, based upon the number of days remaining in the billing period. The Firm 11  will generally bill intra-period on a pro-rated basis if an existing client, intra-billing period, establishes a new account. The Investment Advisory Agreement between the Registrant and the client will continue in effect until terminated by either party by written notice in accordance with the terms of the Investment Advisory Agreement. Upon termination, the Registrant shall refund the pro- rated portion of the advanced advisory fee paid based upon the number of days remaining in the billing quarter. D. Neither the Registrant, nor its representatives accept compensation from the sale of securities or other investment products. Item 6 Performance-Based Fees and Side-by-Side Management Neither the Registrant nor any supervised person of the Registrant accepts performance- based fees. Item 7 Types of Clients The Registrant’s clients shall generally include individuals, business entities, trusts, estates, and charitable organizations. Fee Dispersion: Registrant, in its discretion, may charge a lesser or higher investment advisory fee, charge a flat fee, waive applicable minimum asset or minimum fee levels, waive its fee entirely, or charge fee on a different interval, based upon certain criteria (i.e. anticipated future earning capacity, anticipated future additional assets, dollar amount of assets to be managed, related accounts, account composition, complexity of the engagement, anticipated services to be rendered, grandfathered fee schedules, employees and family members, courtesy accounts, referrals from existing clients, competition, negotiations with client, etc.). Please Note: As result of the above, similarly situated clients could pay different fees. In addition, similar advisory services may be available from other investment advisers for similar or lower fees. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding advisory fees. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss A. The Registrant may utilize the following methods of security analysis: • Fundamental - (analysis performed on historical and present data, with the goal of making financial forecasts) The Registrant may utilize the following investment strategies when implementing investment advice given to clients: • Long Term Purchases (securities held at least a year) • Short Term Purchases (securities sold within a year) Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended 12  or undertaken by the Registrant) will be profitable or equal any specific performance level(s). B. The Registrant’s methods of analysis and investment strategies do not present any significant or unusual risks. However, every method of analysis has its own inherent risks. To perform an accurate market analysis the Registrant must have access to current/new market information. The Registrant has no control over the dissemination rate of market information; therefore, unbeknownst to the Registrant, certain analyses may be compiled with outdated market information, severely limiting the value of the Registrant’s analysis. Furthermore, an accurate market analysis can only produce a forecast of the direction of market values. There can be no assurances that a forecasted change in market value will materialize into actionable and/or profitable investment opportunities. The Registrant’s primary investment strategies – Long-Term Purchases and Short-Term Purchases - are fundamental investment strategies. However, every investment strategy has its own inherent risks and limitations. For example, longer-term investment strategies require a longer investment time period to allow for the strategy to potentially develop. Shorter term investment strategies require a shorter investment time period to potentially develop but, as a result of more frequent trading, may incur higher transactional costs when compared to a longer-term investment strategy. C. Currently, the Registrant primarily allocates client investment assets among various individual equity (stocks), debt (bonds) and fixed income securities, mutual funds and/or exchange traded funds, on a discretionary basis in accordance with the client’s designated investment objective(s). Item 9 Disciplinary Information The Registrant has not been the subject of any disciplinary actions. Item 10 Other Financial Industry Activities and Affiliations A. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither the Registrant, nor its representatives, are registered or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or a representative of the foregoing. C. Management persons of the Registrant have the following relationships that are material to its advisory business and to clients. 1. Affiliated Insurance Agency. Registrant’s affiliated entity, Richardson Financial Group, Inc. (“Richardson Financial”), is a licensed insurance agency (see below). If Registrant’s clients require the insurance services, the Registrant may recommend the services of Richardson Financial, thereby creating a conflict of interest. Because the Principal and representatives of Registrant are affiliated with Richardson Financial, 13  Registrant’s Principal and representatives have an incentive to recommend Richardson Financials’ services to Registrant’s clients. No client of Registrant is under any obligation to engage Richardson Financial or any of its employees/representatives for insurance services. The Registrant’s Chief Compliance Officer, Scott P. Richardson, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. 2. Licensed Insurance Agents. Registrant’s Principal, Scott P. Richardson, and certain employees/representatives of Richardson Financial, in their individual capacities, are licensed insurance agents, and may recommend the purchase of certain insurance- related products on a commission basis. 3. Commission Securities Products. Registrant’s employee, Jodi Baumann, in her separate individual capacity, serves as a registered representative of Valmark Securities (“Valmark”), an SEC registered and FINRA member broker-dealer. Please Note- Conflict of Interest: The recommendation that a client purchase a securities commission product from such representative in her individual capacity as a representative of Valmark, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend investment products based on commissions to be received, rather than on a particular client’s need. The compensation derived from the sale of securities products is separate from, and in addition to, Registrant’s investment advisory fee. No client is under any obligation to purchase any securities commission products from Ms. Baumann. Clients are reminded that they may purchase securities products recommended by Ms. Baumann through other non-affiliated broker- dealers. In the event that a client purchases a securities product from Ms. Baumann, Valmark shall earn a commission, a portion of which commission Valmark shall remit to Ms. Baumann. Valmark shall not remit any commission compensation to the Registrant. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. • Conflict of Interest: The recommendation by either Scott P. Richardson and/or employees/representatives of the Registrant or the Registrant’s affiliated entity, Richardson Financial, that a client purchase an insurance commission product presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend insurance products based on commissions to be received, rather than on a particular client’s need. No client is under any obligation to purchase any commission products from Scott P. Richardson and/or representatives or employees of the Registrant or Richardson Financial. Clients are reminded that they may purchase insurance products recommended by Registrant through other, non-affiliated insurance agents. The Registrant’s Chief Compliance Officer, Scott P. Richardson, remains available to address any questions that a client or prospective client may have regarding the above conflict of interest. D. The Registrant does not receive, directly or indirectly, compensation from investments that it recommends or selects for its clients. 14  Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. The Registrant maintains an investment policy relative to personal securities transactions. This investment policy is part of Registrant’s overall Code of Ethics, which serves to establish a standard of business conduct for all of Registrant’s representatives that is based upon fundamental principles of openness, integrity, honesty, and trust. A copy of which is available upon request. In accordance with Section 204A of the Investment Advisers Act of 1940, the Registrant also maintains and enforces written policies reasonably designed to prevent the misuse of material non-public information by the Registrant or any person associated with the Registrant. B. Neither the Registrant nor any related person of Registrant recommends, buys, or sells for client accounts, securities in which the Registrant or any related person of Registrant has a material financial interest. C. The Registrant and/or representatives of the Registrant may buy or sell securities that are also recommended to clients. This practice may create a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. Practices such as “scalping” (i.e., a practice whereby the owner of shares of a security recommends that security for investment and then immediately sells it at a profit upon the rise in the market price which follows the recommendation) could take place if the Registrant did not have adequate policies in place to detect such activities. In addition, this requirement can help detect insider trading, “front-running” (i.e., personal trades executed prior to those of the Registrant’s clients) and other potentially abusive practices. The Registrant has a personal securities transaction policy in place to monitor the personal securities transactions and securities holdings of each of the Registrant’s “Access Persons”. The Registrant’s securities transaction policy requires that an Access Person of the Registrant must provide the Chief Compliance Officer or his/her designee with a written report of their current securities holdings within ten (10) days after becoming an Access Person. Additionally, each Access Person must provide the Chief Compliance Officer or his/her designee with a written report of the Access Person’s current securities holdings at least once each twelve (12) month period thereafter on a date the Registrant selects; provided, however that at any time that the Registrant has only one Access Person, he or she shall not be required to submit any securities report described above. D. The Registrant and/or representatives of the Registrant may buy or sell securities, at or around the same time as those securities are recommended to clients. This practice creates a situation where the Registrant and/or representatives of the Registrant are in a position to materially benefit from the sale or purchase of those securities. Therefore, this situation creates a potential conflict of interest. As indicated above in Item 11 C, the Registrant has a personal securities transaction policy in place to monitor the personal securities transaction and securities holdings of each of Registrant’s Access Persons. 15  Item 12 Brokerage Practices A. In the event that the client requests that the Registrant recommend a broker- dealer/custodian for execution and/or custodial services (exclusive of those clients that may direct the Registrant to use a specific broker-dealer/custodian), Registrant generally recommends that investment management accounts be maintained at Charles Schwab and Co. Prior to engaging Registrant to provide investment management services, the client will be required to enter into a formal Investment Advisory Agreement with Registrant setting forth the terms and conditions under which Registrant shall manage the client's assets, and a separate custodial/clearing agreement with each designated broker- dealer/custodian. Factors that the Registrant considers in recommending Schwab (or any other broker- dealer/custodian to clients) include historical relationship with the Registrant, financial strength, reputation, execution capabilities, pricing, research, and service. Although the commissions and/or transaction fees paid by Registrant's clients shall comply with the Registrant's duty to obtain best execution, a client may pay a commission that is higher than another qualified broker-dealer might charge to affect the same transaction where the Registrant determines, in good faith, that the commission/transaction fee is reasonable. In seeking best execution, the determinative factor is not the lowest possible cost, but whether the transaction represents the best qualitative execution, taking into consideration the full range of a broker-dealer’s services, including the value of research provided, execution capability, commission rates, and responsiveness. Accordingly, although Registrant will seek competitive rates, it may not necessarily obtain the lowest possible commission rates for client account transactions. The brokerage commissions or transaction fees charged by the designated broker-dealer/custodian are exclusive of, and in addition to, Registrant's investment management fee. The Registrant’s best execution responsibility is qualified if securities that it purchases for client accounts are mutual funds that trade at net asset value as determined at the daily market close. 1. Non-Soft Dollar Research and Additional Benefits Although not a material consideration when determining whether to recommend that a client utilize the services of a particular broker-dealer/custodian, Registrant may receive from Schwab (or another broker-dealer/custodian, fund or independent manager, or vendor) without cost (and/or at a discount) support services and/or products, certain of which assist the Registrant to better monitor and service client accounts maintained at such institutions. Included within the support services that may be obtained by the Registrant may be investment-related research, pricing information and market data, software and other technology that provide access to client account data, compliance and/or practice management-related publications, discounted or gratis consulting services, discounted and/or gratis attendance at conferences, meetings, and other educational and/or social events, marketing support, computer hardware and/or software and/or other products used by Registrant in furtherance of its investment advisory business operations. As indicated above, certain of the support services and/or products that may be received may assist the Registrant in managing and administering client accounts. Others do not directly provide such assistance, but rather assist the Registrant to manage and further develop its business enterprise. Registrant’s clients do not pay more for investment transactions effected and/or assets maintained at Schwab as a result of this arrangement. There is no corresponding commitment made by the Registrant to Schwab or any other entity to invest any 16  specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products as a result of the above arrangement. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above arrangements and the corresponding conflict of interest presented by such arrangements. 2. The Registrant does not receive referrals from broker-dealers. 3. The Registrant does not generally accept directed brokerage arrangements (when a client requires that account transactions be affected through a specific broker-dealer). In such client directed arrangements, the client will negotiate terms and arrangements for their account with that broker-dealer, and Registrant will not seek better execution services or prices from other broker-dealers or be able to "batch" the client's transactions for execution through other broker-dealers with orders for other accounts managed by Registrant. As a result, client may pay higher commissions or other transaction costs or greater spreads, or receive less favorable net prices, on transactions for the account than would otherwise be the case. Please Note: In the event that the client directs Registrant to effect securities transactions for the client's accounts through a specific broker-dealer, the client correspondingly acknowledges that such direction may cause the accounts to incur higher commissions or transaction costs than the accounts would otherwise incur had the client determined to effect account transactions through alternative clearing arrangements that may be available through Registrant. Higher transaction costs adversely impact account performance. The Registrant’s Chief Compliance Officer, Scott P. Richardson, remains available to address any questions that a client or prospective client may have regarding the above arrangement. B. To the extent that the Registrant provides investment advisory services to its clients, the transactions for each client account generally will be affected independently, unless the Registrant decides to purchase or sell the same securities for several clients at approximately the same time. The Registrant may (but is not obligated to) combine or “bunch” such orders to obtain best execution, to negotiate more favorable commission rates or to allocate equitably among the Registrant’s client’s differences in prices and commissions or other transaction costs that might have been obtained had such orders been placed independently. Under this procedure, transactions will be averaged as to price and will be allocated among clients in proportion to the purchase and sale orders placed for each client account on any given day. The Registrant shall not receive any additional compensation or remuneration as a result of such aggregation. Item 13 Review of Accounts A. For those clients to whom Registrant provides investment advisory services, account reviews are conducted on an ongoing basis by the Registrant's Principal and/or representatives. All investment supervisory clients are advised that it remains their responsibility to advise the Registrant of any changes in their investment objectives and/or financial situation. All clients (in person or via telephone) are encouraged to review 17  financial planning issues (to the extent applicable), investment objectives and account performance with the Registrant on an annual basis. B. The Registrant may conduct account reviews on an other than periodic basis upon the occurrence of a triggering event, such as a change in client investment objectives and/or financial situation, market corrections and client request. C. Clients are provided, at least quarterly, with written transaction confirmation notices and regular written summary account statements directly from the broker-dealer/custodian and/or program sponsor for the client accounts. The Registrant may also provide a written periodic report summarizing account activity and performance. Item 14 Client Referrals and Other Compensation As referenced in Item 12 above, the Registrant may receive from Schwab, without cost (and/or at a discount), support services and/or products. The Registrant’s clients do not pay more for investment transactions affected and/or assets maintained at Schwab as result of this arrangement. There is no corresponding commitment made by Registrant to Schwab or any other entity to invest any specific amount or percentage of client assets in any specific mutual funds, securities, or other investment products as a result of the above arrangements. ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding the above arrangements and the corresponding conflict of interest presented by such arrangements. The Registrant does not compensate any unaffiliated individual or entity for referrals of prospective clients. Item 15 Custody The Registrant shall have the ability to have its advisory fee for each client debited by the custodian on a quarterly basis. Clients are provided with written transaction confirmation notices, and a written summary account statement directly from the broker- dealer/custodian, at least quarterly. The Registrant may also provide a written periodic report summarizing account activity and performance. Certain clients have established asset transfer authorizations that permit the qualified custodian to rely upon instructions from Registrant to transfer client funds or securities to third parties. These arrangements are disclosed at Item 9 of Part 1 of Form ADV. However, in accordance with the guidance provided in the SEC’s February 21, 2017, Investment Adviser Association No-Action Letter, the affected accounts are not subject to an annual surprise CPA examination. In addition, Registrant and/or certain of its members engage in other services and/or practices (i.e., trustee service, etc.) requiring disclosure at Item 9 of Part 1 of Form ADV. These services and practices result in Registrant having custody under Rule 206(4)-2 of the Advisers Act. Per the Rule, having such custody requires Registrant to undergo an annual surprise CPA examination, and make a corresponding Form ADV-E filing with the SEC, for as long as Registrant provides such services and/or engages in such practices. 18  ANY QUESTIONS: Registrant’s Chief Compliance Officer, Scott Richardson, remains available to address any questions that a client or prospective client may have regarding custody-related issues. Please Note: To the extent that the Registrant provides clients with periodic account statements or reports, the client is urged to compare any statement or report provided by the Registrant with the account statements received from the account custodian. Please Also Note: The account custodian does not verify the accuracy of the Registrant’s advisory fee calculation. Item 16 Investment Discretion The client can determine to engage the Registrant to provide investment advisory services on a discretionary basis. Prior to the Registrant assuming discretionary authority over a client’s account, the client shall be required to execute an Investment Advisory Agreement, naming the Registrant as the client’s attorney and agent in fact, granting the Registrant full authority to buy, sell, or otherwise affect investment transactions involving the assets in the client’s name found in the discretionary account. Clients who engage the Registrant on a discretionary basis may, at any time, impose restrictions, in writing, on the Registrant’s discretionary authority (i.e., limit the types/amounts of particular securities purchased for their account, exclude the ability to purchase securities with an inverse relationship to the market, limit or proscribe the Registrant’s use of margin, etc.). Item 17 Voting Client Securities A. The Registrant does not vote client proxies. Clients maintain exclusive responsibility for: (1) directing the manner in which proxies solicited by issuers of securities beneficially owned by the client shall be voted, and (2) making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other type events pertaining to the client’s investment assets. B. Clients will receive their proxies or other solicitations directly from their custodian. Clients may contact the Registrant to discuss any questions they may have with a particular solicitation. Item 18 Financial Information A. The Registrant does not solicit fees of more than $1,200, per client, six months or more in advance. B. The Registrant is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments relating to its discretionary authority over certain client accounts. C. The Registrant has not been the subject of a bankruptcy petition. 19  ANY QUESTIONS: The Registrant’s Chief Compliance Officer, Scott P. Richardson, remains available to address any questions that a client or prospective client may have regarding the above disclosures and arrangements. 20