Ridge Capital Management, LLC

Form ADV Part 2A Disclosure Brochure 6455 East Johns Crossing Suite 300 John Creek, GA 30097 770-516-7747 scott@ridgecapitalmgt.com www.ridgecapitalmanagement.com May 26, 2026 This Form ADV Part 2A (“Brochure”) provides information about the qualifications and business practices of Ridge Capital Management, LLC. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Ridge Capital Management is a registered investment adviser. Registration of an investment adviser does not imply a certain level of skill or training. Additional information about Ridge Capital Management, LLC, is also available on the SEC’s Investment Adviser Disclosure website at www.adviserinfo.sec.gov. If you have any questions about the contents of this Brochure, please contact us at 770-516-7747 or via email at scott@ridgecapitalmgt.com. 1  Item 2- Summary of Material Changes This item provides a summary of material changes made to this Brochure. Since our annual update amendment on March 26, 2026, we have reported our move to a new office and new address. Clients are encouraged to review this Brochure and the Form ADV Part 2B Brochure Supplements for our advisors for additional information regarding our Firm and the qualifications of our investment advisory team. We will provide you with a new Brochure whenever there are material changes or new information. You may obtain a copy of our most recent Brochure at any time, without charge, by contacting us at 770- 516-7747 or via email at scott@ridgecapitalmgt.com. In addition, the most recent version of our Brochure is publicly available and can be downloaded from the SEC’s Investment Adviser Disclosure website www.adviserinfo.sec.gov. 2  Item 3- Table of Contents Item 2- Summary of Material Changes ........................................................................................... 2 Item 3- Table of Contents ............................................................................................................... 3 Item 4- Advisory Business ............................................................................................................. 4 Item 5- Fees and Compensation ..................................................................................................... 6 Item 6- Performance-Based Fees ................................................................................................... 9 Item 7- Types of Clients ................................................................................................................ 9 Item 8- Methods of Analysis, Investment Strategies, and Risk of Loss ...................................... 10 Item 9- Disciplinary Information ................................................................................................. 12 Item 10- Other Financial Industry Activities and Affiliations ..................................................... 12 Item 11- Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . 13 Item 12- Brokerage Practices ....................................................................................................... 14 Item 13- Review of Accounts ...................................................................................................... 15 Item 14- Client Referrals and Other Compensation ..................................................................... 15 Item 15- Custody ......................................................................................................................... 16 Item 16- Investment Discretion ................................................................................................... 16 Item 17- Voting Client Securities ................................................................................................ 17 Item 18- Financial Information .................................................................................................... 17 Form ADV Part 2B Brochure Supplement(s) for our investment advisors are provided separately to clients. 3  Item 4- Advisory Business Background Ridge Capital Management, LLC (“RCM”, “the Company,” or “the Firm”) is an SEC-registered investment advisor. The company is headquartered in Georgia. The Firm is owned by Scott Adams, President and Chief Compliance Officer. RCM offers wealth management services and financial planning to individuals, high-net-worth individuals, trusts, corporations, and retirement plan sponsors. The following list includes some of our more common offerings: • Assistance in selecting a portfolio manager • Ongoing evaluation and review of portfolio managers • Evaluation and review of portfolio composition • Management of accounts • Financial planning • Consultation on client assets • Active portfolio management RCM offers discretionary or non-discretionary portfolio management. At the start of the relationship, RCM’s Advisors will meet with clients to obtain information regarding their financial position, determine their financial needs and goals, and design a personalized investment strategy. This typically will include obtaining information regarding the client’s: Investing experiences • • Liquidity needs and when they will need the money • Retirement goals • Current financial situation and future needs • Annual income • Risk tolerance and ability to withstand losses • Ability to withstand market fluctuation • Instructions on types of investments Client assets will be invested in a wide range of products, including U.S. and international stocks, bonds, exchange-traded funds (ETFs), mutual funds, and, where appropriate, alternative investments. Selec3on of Other Investment Advisers /Independent Third-Party Managers RCM will if deemed appropriate, use one or more independent third-party managers as sub-advisors. Clients will enter into a separate written agreement with the independent third-party manager and will receive the independent third-party manager’s Form ADV Brochure, Form CRS (Client Relationship Summary), and other pertinent disclosure documents. We will perform due diligence on any sub-advisors we recommend and, on an ongoing basis, will monitor the performance of accounts managed by third managers. RCM seeks to ensure that a third-party manager’s strategies and target allocations remain aligned with our clients’ investment objectives. 4  Financial and Estate Planning Coordina3on We offer financial planning services to help clients define their personal financial needs, goals, and objectives, as well as estate planning coordination services to support clients with their estate planning needs. For clients requiring a simple estate plan, we offer an online platform that guides clients through a series of questionnaires. Based on their responses, the platform generates estate planning documents. Our role is limited to guiding clients through the document preparation process. We do not provide legal advice, and clients are strongly encouraged to review the final documents with their attorney. For clients with more complex estate planning needs, we provide referrals to qualified estate planning attorneys. Once documents are finalized, we also help clients coordinate periodic reviews, updates, and beneficiary changes. Pension Consul3ng RCM offers pension consulting services to employee benefit plans and their fiduciaries, based on the plan's needs and the services requested by the plan sponsor or named fiduciary. In general, these services may include existing plan review and analysis, plan-level advice on fund selection and investment options, education services for plan participants, investment performance monitoring, and/or ongoing consulting. Pension consulting services will generally be non-discretionary and advisory. The ultimate decision to act on behalf of the plan shall remain with the plan sponsor or other named fiduciary. We may also assist with participant enrollment meetings and provide investment-related educational sessions to plan participants on such topics as diversification, asset allocation, investment risk tolerance, and time horizon. Our educational sessions may include other investment-related topics specific to the particular plan. We may also provide additional types of pension consulting services to plans on an individually negotiated basis. All services, whether discussed above or customized for the plan based upon the plan fiduciaries’ requirements, will be detailed in a written agreement. Retirement Account Rollovers We offer recommendations and advice concerning employer retirement plans or other qualified retirement accounts. Our recommendations may generally include that clients consider withdrawing assets from their employer's retirement plan or other qualified retirement account and rolling them over into an Individual Retirement Account (“IRA”) or another qualified investment vehicle managed by us. If a client elects to roll the assets into an IRA subject to our management, we will charge an asset-based fee as described above under Item 5. This poses a conflict of interest because we have an incentive to recommend a rollover to generate compensation rather than to act solely on the client’s needs. As a fiduciary, we are required to always act in the client’s best interests. Clients are under no obligation, contractually or otherwise, to roll over their retirement assets into an IRA managed by us. Clients should be aware that many employer retirement plan sponsors permit former employees to retain their retirement assets in their company plan, even after the employee terminates employment or retires. When deciding whether to roll over employment retirement plan assets into an IRA or another investment vehicle, clients should consider the costs and benefits of each option. Employees will typically have the following options: • Leave the funds in the employer's (or former employer's) plan • Move the funds to the new employer's retirement plan • Withdraw the funds from the plan, which results in a taxable distribution and a taxable event 5  • Roll over the funds into an IRA rollover account Before making any changes to their plan, we encourage clients to carefully consider any tax implications with their accountant or tax advisor. Below are some general 401(k) Plan features and differences versus an IRA that clients should consider: • Although employer retirement plans may have a more limited investment menu than the options available in an IRA, the plan may also offer unique investment opportunities not available to the public, such as the ability to invest in the employer’s securities if the employer is publicly traded. • The employer retirement plan may offer financial advice, guidance, and/or model management or portfolio options at no additional cost or at a fee that may be lower than our advisory fee. • Clients should understand the various investments available in an IRA and the costs. • In some cases, the employer retirement plan may allow participants to hire us as investment managers and keep the assets titled in the plan’s name. • • • Clients interested in investing only in mutual funds should understand the cost structures of the share classes available in the employer's retirement plan and how those costs compare with those in an IRA. It may be possible to take out a loan on 401 (k) plan assets. This option is not available for IRAs. It may be possible to delay taking minimum distributions from the 401 (k) Plan or retirement account beyond age 73. • A 401 (k) plan may offer more liability protection than a rollover IRA. Although IRA assets are • generally protected from creditors in bankruptcy, this varies by state law. IRA distributions are subject to ordinary income tax and may also be subject to a 10% early distribution tax penalty unless the distribution qualifies for an exception. There are certain exceptions available based on age, disability, or if the assets are used to pay for higher education expenses or to purchase a home. Clients must understand the differences and options available as well as the cost and tax implications to be able to decide whether an IRA rollover is appropriate. Regulatory Assets Under Management As of December 31, 2025, RCM had discretionary assets under management of $186,024,178 and assets under advisement of $13,700,000. Item 5- Fees and CompensaBon The fee schedule in the new Client Agreement is: Account Size Management Fee (annually) 1.75% 0 - $250,000 1.50% $250,001 - 500,000 $500,001 - $999,999 1.25% $1,000,000 -$2,500,000 1.00% $2,500,001 and higher Negotiable______ Fees for our discretionary management services are billed quarterly in arrears and are calculated based on 6  the average daily balance, including cash balances. Valuations are determined by the client’s custodian. We will not adjust our billing fees for deposits or withdrawals during the billing period. Clients should also be aware that the same or similar investment services may be available from other investment advisors for a lower fee. The fees paid to RCM may be reduced for employee and family members’ accounts. RCM’s fees are in addition to brokerage commissions, transaction fees, and other costs or expenses, as detailed below, which shall be incurred directly by the client. Clients may incur charges imposed by custodians, brokers, and other third parties, including fees charged by fund managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic funds transfer fees, and other fees and taxes on brokerage accounts and securities transactions. Also, see the discussion of Other Fees and Expenses below. An asset‐based fee may cost more than a transaction‐based fee, but clients may prefer an asset‐based fee if they want continuing advice or for someone to make investment decisions on their behalf. Although RCM believes the fees offered are competitive with other investment advisors and/or sources, we make no guarantee that the aggregate cost of a particular program will be lower than that available elsewhere. The Client Agreement authorizes us to deduct advisory fees from the client’s custodial account. The fees will be reflected in the client’s custodian account statements. We request that clients carefully review their custodian statements and inform us of any discrepancies. RCM’s fees and the manner and timing of billing may be changed from time to time by providing notice of such change to clients at least 30 days in advance of the effective date of such change. Other Fees and Expenses When appropriate, RCM may recommend using margin and/or option transactions. As these investment strategies involve a certain degree of additional risk, they are only recommended when consistent with the client’s objectives and risk tolerance. The use of margin also results in interest charges, in addition to all other fees and expenses associated with account management. Although account statements for margined accounts may reflect a negative amount, our advisory fee is based on the account’s absolute market value. This poses a conflict of interest because in these situations, RCM benefits by receiving a higher fee based on the account’s absolute market value. In addition to RCM’s advisory fee, each mutual fund or ETF in which a client's assets may be invested also charges its management fees and other expenses. The specific fees and expenses are described in the respective fund’s prospectus. Depending on the fund, a client may be able to invest directly in a mutual fund's shares, with or without incurring sales or advisory fees. Mutual fund companies generally offer multiple share classes of the same fund. Share classes are described in the mutual fund's prospectus. Each share class charges different fees and expenses. Depending on the share class, fees and internal expenses charges may be higher or lower. Certain funds do not charge a transaction fee but have higher internal expenses. Selecting funds that charge higher fees and expenses may adversely impact an account’s long‐term performance. RCM’s policy is to recommend that clients invest in the lowest-cost share class available, based on the client’s situation. RCM generally recommends advisor- or institutional-share classes, which typically have the lowest expense ratios and are more beneficial than other share classes. Advisor or institutional share classes are generally available to investors in qualified fee‐based advisor programs or accounts that meet certain minimum investment requirements. To the extent RCM receives 12b-1 fees, our policy is to rebate the fees to the client. 7  When deemed appropriate, we may recommend that a client who transfers in mutual fund holdings liquidate their existing holdings. This could result in tax consequences or the client having to pay contingent deferred sales charges or other redemption fees. Clients are encouraged to review our advisory fees and the mutual fund's prospectus for additional information regarding a particular fund’s fees and expenses to fully understand the total amount of fees to be paid. Fees for Financial Planning and Estate Planning Coordination Our minimum hourly fee is $500, or as negotiated. Clients are typically charged a fixed fee for financial planning and Estate Planning Coordination services. These services are invoiced separately. The cost depends on the scope and complexity of the work and will be outlined in the client agreement. Fixed or Hourly Fees RCM may also charge clients on a fixed or hourly basis for customized financial analysis, or projects, or in certain cases, we may charge a flat fee based upon various factors, including but not limited to, the services requested by the client, the size of the portfolio, the type of holdings in the portfolio, and any pre- existing relationship with the client. Since these are customized services, separate from the other services we provide to clients, the fees will vary by client and project. Our minimum hourly fee is $500 an hour, or as negotiated. The specific fee will be fully disclosed in writing before the start of any services. Client Agreement The Client Agreement sets forth the terms and conditions governing the advisory relationship between the client and RCM, as well as other important disclosures. Management of the account will begin upon RCM’s acceptance of the Client Agreement and the account's funding. Clients should carefully review the Client Agreement and contact us with any questions. The Client Agreement contains an arbitration clause stating that any disputes between the client and RCM will be settled through binding arbitration rather than litigation. Termination The advisory relationship with RCM may be terminated by either party for any reason upon fifteen (15) days’ prior written notice, which must be signed by the terminating party. RCM will generally not accept email as notice of termination. Fees for accounts initiated or terminated during a calendar quarter will be calculated on a prorated basis through the date of termination. Commissions on Brokerage and Insurance Product Business Clients may have both advisory and brokerage accounts, and we may offer you advisory services, brokerage services, or both, depending on your needs. Our Advisors are registered representatives of Cetera Advisors, LLC (“Cetera Advisors”) (CRD #10299), an unaffiliated FINRA registered broker- dealer. In their capacity as Cetera Advisors registered representatives, RCM’s Advisors offer commission- based brokerage accounts through Cetera Advisors and receive transaction-based compensation for the sale of securities and other investment products offered through Cetera Advisors. This includes asset- based sales charges and/or service fees on mutual fund sales, as well as trail commissions, also known as 12b-1 fees. Additionally, RCM’s Advisors also service some legacy investment advisory clients through Cetera Investment Advisors, LLC (CRD #105644) (“Cetera IA”), a Cetera Advisors affiliate. This 8  business is separate from the advisory services provided under RCM and is supervised by Cetera IA. Commission-based brokerage accounts maintained at Cetera Advisors will not be charged advisory fees, and RCM will not earn commissions on fee-based advisory accounts. Clients are not required to purchase securities and other investment products from the Cetera Advisors registered representative. Clients may maintain a brokerage or custodian relationship with any firm of their choosing, provided that the custodian undergoes our due diligence and we can manage the arrangement operationally. Our Advisors are also licensed insurance agents. In this capacity, they receive commissions for the sale of insurance products to our advisory clients. Clients are not under any obligation to purchase insurance products from RCM’s Advisors. Our Advisors’ registered representatives’ brokerage and insurance agent activities are separate from the advisory services provided under RCM. When recommending investments or insurance products for which they receive commission-based compensation, our Advisors have an incentive to recommend those that will generate the highest commissions. This presents a conflict of interest. We manage this conflict through disclosure so that clients can make an informed decision and through policies and procedures, as described below, which require us to act in the client’s best interest. • We strive to disclose to clients the existence of all material conflicts of interest, including the potential for our firm and our employees to earn compensation from advisory clients in addition to our Firm’s advisory fees; • we disclose to clients that they are not obligated to purchase recommended investment products from our employees or affiliated companies; • management conducts periodic reviews of client accounts to verify that all recommendations made to a client are suitable to the client’s needs and circumstances; • we require that our employees seek prior approval for any outside employment so that we may ensure any conflicts of interest in such activities are properly addressed. • we periodically monitor these outside employment activities to verify that any conflict of interest continues to be properly addressed by our Firm, and • we educate our employees regarding the responsibilities of a fiduciary, including the need for having a reasonable and independent basis for the investment advice provided to clients. Also see discussion of our Code of Ethics policies in Item 11 below. Item 6- Performance-Based Fees RCM does not charge performance-based fees or participate in side-by-side management. Item 7- Types of Clients RCM offers advisory services to individuals, high-net-worth individuals, trusts, estates, corporations, limited liability companies, and retirement plan sponsors. We do not require a minimum account size, though if we recommend a third-party manager, that manager may have minimum account requirements. In such situations, RCM’s Advisors will inform the client of any third-party manager’s minimum requirements. 9  Item 8- Methods of Analysis, Investment Strategies, and Risk of Loss RCM designs investment advice based on the clients’ investment objectives and goals. In formulating investment advice and our market outlook, we rely on various sources of information, including, but not limited to, third-party research materials, company press releases, annual reports, prospectuses, SEC filings, and credit ratings. Methods of Analysis We will, as deemed appropriate, use the following methods of analysis: Fundamental Analysis - The review of a company’s financial statements, industry, market trends, and other factors to develop an assessment of the company’s potential for future earnings growth. Technical Analysis - The statistical analysis of price and volume patterns to predict a security’s future price movements or trends. There can be no assurances that fundamental or technical analysis will be accurate or achieve the intended goals. Investment Strategies Used We will generally use the following strategies in managing client accounts: Asset Allocation - The process of allocating an investment portfolio among different asset classes, such as stocks, bonds, and cash, or cash equivalents, to reduce or manage risk. Diversification - The process of allocating investments within asset categories to reduce or manage risk. Rebalancing - The process of periodically rebalancing an investment portfolio back to the previously set asset allocation targets to maintain the predetermined investment allocation mix. Although RCM will seek to implement strategies to minimize potential losses, there can be no assurance that these strategies will be successful, particularly in the short term, and clients may lose all or a substantial portion of their assets. Risk of Loss Investing involves a risk of loss that clients should be prepared to bear. Below is a general discussion of the different types of risks facing investors: Risk of Loss (General) - Clients should understand that investing in any securities, including mutual funds, involves a risk of loss of both income and principal. Market Risk - The stock market as a whole, or the value of an individual company’s security, will fluctuate in value and cause the value of a client’s investments to increase or decrease. Market risk exists in all types of investments. 10  Fixed Income Market Risk - The market price of debt securities will typically decrease or increase as interest rates rise or fall, which will cause the value of a client’s investments to increase or decrease. When investing in fixed-income securities, there is the risk that the issuer will default on the bond and be unable to make payments. Securities rated below investment grade by credit rating agencies, also known as “high yield bonds” or “junk bonds,” involve a greater risk of default and loss of principal. Fixed-income investors who receive regular interest payments face the risk that inflation will erode their spending power. Liquidity Risk - The risk that if a particular security or instrument becomes illiquid, an investor may not be able to sell the position for an acceptable price or may not be able to sell it at all, resulting in a loss to the investor. Leverage - Leverage creates an opportunity for greater total returns but also carries a higher risk of loss due to adverse price movements and margin calls. Risk of Specific Types of Investments Different financial instruments have different levels of risk exposure and may, therefore, be inappropriate for a particular client’s circumstances or risk tolerance. Additional product and risk disclosures are included in the prospectus, offering documents, or term sheets for the particular investment, or provided when investments are made. Equity (Stock) Market Risk: Common stocks are susceptible to general stock market fluctuations and to volatile increases and decreases in value as market confidence and perceptions of their issuers change. Clients that hold common stock or common stock equivalents of any given issuer would generally be exposed to greater risk than if they held preferred stock and debt obligations of the issuer. Mutual Funds and ETFs: The risk of owning a mutual fund or ETF generally reflects the risks of owning the underlying securities. Mutual funds and ETF investors should carefully review the respective mutual fund or ETF’s prospectus, which contains a description of the investment objectives, risks, fees, and expenses. Structured products: We may recommend them due to their asymmetric properties. Structured products may be used to provide risk-adjusted investment options for clients. Structured products are complex investments that include an underlying asset and a financial instrument or derivative tied to the strategy. Structured products are not standardized and are subject to credit and counterparty risk in addition to market risk. Please read the Term Sheets and other disclosure documents carefully before investing. Alternative Investments: Investments in private funds, such as hedge funds or private equity, involve long holding periods, offer limited liquidity, and carry significant risk. These types of investments should only be assumed by sophisticated investors capable of bearing the risk of loss of all of their investment. Before investing, prospective investors should carefully review the offering documents, which describe the risks, fees, and expenses. RCM seeks to mitigate the above risks by monitoring markets, economic conditions, industries, and the general outlook for corporate earnings; regulatory developments; central bank monetary policy; interest and currency rates; and adverse investor sentiment. However, there can be no assurance that our efforts or recommendations to follow a particular investment strategy will be successful or will avoid a loss. Investment performance of any kind is not guaranteed, and past performance is not an indication of future results. 11  Cybersecurity Risk RCM utilizes electronic communication networks and media to maintain information about its clients and business. This creates the potential for cybersecurity incidents or cyberattacks that may result in the inadvertent disclosure of confidential information to unintended parties, unauthorized access, or operational disruptions by malicious hackers. RCM has in place policies and procedures regarding information technology security, maintains technical and physical safeguards, and takes other reasonable precautions to safeguard the confidentiality of sensitive information and internal data. However, despite reasonable precautions, the risk remains that cybersecurity incidents may occur. If such an event were to occur, RCM would promptly notify the affected parties and take all necessary and appropriate action. Item 9- Disciplinary Information RCM has not been subject to any disciplinary action by any regulator or other authority. Item 10- Other Financial Industry Activities and Affiliations RCM does not have an application pending with the SEC to register as a broker-dealer. Additionally, RCM is not registered and has no application pending to register as a Futures Commission Merchant (FCM), Commodity Pool Operator (CPO), or Commodity Trading Advisor (CTA). As noted above, RCM’s Advisors are also registered representatives of Cetera Advisors. In their capacity as Cetera Advisors registered representatives, RCM’s Advisors offer commission-based brokerage accounts through Cetera Advisors. Additionally, RCM’s Advisors also service some legacy investment advisory clients through Cetera IA. This business is separate from the advisory services provided under RCM and is supervised by Cetera IA. Commission-based brokerage accounts maintained at Cetera Advisers will not be charged advisory fees, and RCM will not earn commissions on fee-based advisory accounts. In addition, RCM’s Advisors are also licensed insurance agents. In their capacity as licensed insurance agents, they receive a commission for the sale of insurance products to our advisory clients. When recommending investments or insurance products for which our Advisors receive commission-based compensation, our Advisors have an incentive to recommend those that generate the highest commissions. This presents a conflict of interest. We manage this conflict through disclosure, so that clients can make an informed decision, and through policies and procedures that require us to act in the client’s best interests. Cetera Advisors RCM’s relationship with Cetera Advisors is material to its business. Through its relationship with Cetera Advisors, RCM has access to a wide range of investment products and services that Cetera Advisors makes available to us, which assist us in servicing client accounts. Cetera Advisors offers access to an institutional platform and to custody services through Pershing LLC (“Pershing”). The Pershing custodial platform provides RCM with certain benefits, including custody, clearing, reporting services, and online access for clients. They also provide us with other services, including market and pricing information, research, marketing support, practice management resources, access to educational conferences, and other benefits that help us monitor and/or service client accounts we would otherwise have to pay for. 12  Although RCM believes that the arrangement with Cetera Advisors and Pershing is beneficial to our clients and our business, the receipt of economic benefits from Cetera Advisors and Pershing creates a conflict of interest because RCM has an incentive to increase assets at Cetera Advisors and Pershing to decrease its expenses and receive benefits from Cetera Advisors and Pershing. We manage this conflict through disclosure so that clients can make an informed decision. Clients may obtain execution and custody services from other service providers at higher or lower costs and are not obligated to use the services of Cetera Advisors or Pershing. Clients may select a different custodian, provided it meets our due diligence and operational requirements. Item 11- Code of Ethics, ParBcipaBon or Interest in Client TransacBons and Personal Trading Under SEC Rule 204A-1 under the Investment Advisers Act of 1940 (“Advisers Act”), we have adopted a Code of Ethics (“COE”) to establish rules of conduct for all supervised persons. Supervised persons are individuals associated with our firm who are involved in offering or providing advisory services. The COE recognizes RCM’s fiduciary responsibility to clients. The COE instructs our Advisors to conduct their affairs in such a manner as to avoid: • Serving their interests ahead of clients’ interests • Taking inappropriate advantage of their position • Engaging in unacceptable actual or potential conflicts of interest The COE describes RCM’s fiduciary duty to its clients and the high standard of conduct expected of its employees. The COE includes provisions relating to: • a prohibition on engaging in any fraudulent, deceptive, or manipulative practice, including insider trading reporting of certain gifts and business entertainment • procedures for maintaining the confidentiality of client information • • personal trading policies that require putting clients’ interests first • preclearance of employee’s participation in certain investments such as initial public offerings, or private offerings and reporting of personal securities holdings and transactions • RCM’s Advisors may purchase, sell, or recommend to clients securities in which the Firm, its officers, directors, and employees maintain a position or have a financial or other interest. RCM’s fiduciary duty dictates that when an apparent or potential conflict exists, the interests of clients must be placed above the interests of the Firm, its officers, directors, and employees. All employees must acknowledge and agree to abide by the terms of RCM’s COE and report any violations of the COE to the Chief Compliance Officer. Failure to abide by the COE will subject an employee to sanctions, which may include termination of employment. Clients may request a copy of our COE by contacting us at the telephone number listed on the cover page of this Brochure. 13  Item 12- Brokerage Practices Best Execution Investment Advisors must seek “best execution” for client transactions. The SEC defines best execution as the “best qualitative execution,” not necessarily the lowest possible execution cost. 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 the executing broker’s services, including the institution’s financial strength, reputation, soundness, execution capability, commission rates, and responsiveness. RCM will generally recommend that clients designate Pershing for custody and execution of securities transactions. We believe that using Pershing is beneficial to our clients and consistent with our obligation to seek best execution, and that the fees, other charges, and commissions charged are reasonable in relation to the value of the services provided. We generally do not negotiate commissions on a trade-by-trade basis; the executing broker typically determines those costs. Although executing brokers are subject to best execution obligations and will generally seek competitive commission rates, they are not obligated to choose the broker offering the lowest available commission rate if, in their reasonable judgment, a higher commission may be justified by the services provided by the broker, or by other factors such as those described above. As part of its fiduciary duty, RCM will periodically evaluate the quality of brokerage services received and the quality and cost of services available from alternative brokers or venues. Soft Dollars and Referral Arrangements We do not receive client referrals from external brokers or financial intermediaries in exchange for directing client brokerage to them. Although RCM has not entered into third-party soft-dollar arrangements with any external brokers, the Firm’s receipt of research from Pershing or from brokers, or other financial intermediaries, is deemed as soft dollars. To the extent RCM receives research, it will be used to benefit all clients. Directed Brokerage If a client asks us to direct transaction(s) to a specific broker for execution, we may be unable to achieve the most favorable execution. This can result in additional costs for the client. Aggregation of Client Trades When practicable and as deemed appropriate, we will aggregate (also known as “block trading,” “bundling,” or “bunching”) clients’ trade orders for the same securities. In an aggregated trade, all participants will receive an average price. If a partial execution is obtained, we will generally allocate shares on a pro-rata basis or in a manner that is equitable to the clients involved. Allocation of Investment Opportunities From time to time, two or more accounts may seek to invest in the same securities or pursue a similar strategy. In such cases, RCM will ensure that allocations are equitable and that, over time, no account or group of accounts is favored over another. As a fiduciary, RCM must at all times act in the best interests of all its clients. 14  Principal and Cross Trades RCM does not engage in principal trades or effect cross-transactions for client accounts. Trade Errors RCM’s trade error policy is to restore the client’s account to its original position through a trade correction, trade cancellation, or adjustment so that clients are not adversely impacted by trade errors. Item 13- Review of Accounts RCM monitors client accounts on an ongoing basis for consistency of portfolio investments with objectives and risk tolerance, performance, allocations, and compliance with any reasonable investment restrictions. RCM also conducts periodic account reviews in response to changing market conditions, client meetings, large deposits, or withdrawals, among other factors. RCM’s Advisors are required to confirm the client’s investment objectives and selected investment profile at least annually. Clients are reminded to promptly notify us of any material changes to their financial situation or investment objectives, as these will affect the management of their accounts. Item 14- Client Referrals and Other Compensation Client Referrals Rule 206(4)-1 of the Advisers Act permits investment advisers to compensate individuals, referred to as solicitors, referral agents or promoters, for referring clients to the investment adviser. RCM will, from time to time, enter into relationships with unaffiliated solicitors to refer prospective clients to us. The solicitor is paid a referral fee, generally calculated as a percentage of assets under management. The existence of the arrangement and fee must be disclosed to the clients introduced by the solicitor, and the disclosure acknowledged by the client. The referral fee paid to solicitors does not result in any additional charge to solicited clients. RCM currently has one such arrangement. Other Compensation In addition, in connection with the transition to Cetera Advisors, in late 2022, Scott Adams, RCM’s President, received a one-time cash compensation payment from Cetera Advisors in the form of a 4-year forgivable loan. The loan need not be repaid, provided that during the term of the loan, Mr. Adams remains a registered representative of Cetera Advisors and does not associate with any other broker-dealer. Consequently, RCM may only offer brokerage products and services available through Cetera Advisors. This presents a conflict of interest because it incentivizes Mr. Adams to continue as a Cetera Advisors registered representative and for RCM to remain on the Cetera Advisors platform. Also, see the discussion in Item 10 above regarding conflicts of interest related to Cetera Advisors and Pershing. Although RCM believes that the arrangement with Cetera Advisors and Pershing is beneficial to our clients and to RCM’s business, we manage this conflict through disclosure so that clients can make an informed decision. Clients are not obligated to use the services of Mr. Adams, RCM, Cetera Advisors, or Pershing and should be aware that other financial services providers may offer comparable services at higher or lower costs. 15  Item 15- Custody RCM’s limited ability to instruct the client’s custodian to deduct advisory fees from the client’s account results in RCM being deemed to exercise “custody” over client assets. We do not accept physical custody of our client’s funds or securities or otherwise engage in activities that would cause the Firm to be subject to the provisions in Advisers Act Rule 206(4)-2 (the Custody Rule). The client’s cash and securities are maintained at Pershing or the custodian selected by the client. The client’s custodian(s) are required to send account statements directly to clients at least quarterly. The custodian(s) also offer clients online access to their accounts. The custodian account statements typically show all account activity and transactions during the period, including beginning and ending balances, current values and holdings, and the amounts deducted from the client’s account to pay our advisory fees. RCM encourages clients to carefully review the custodian account statements and promptly notify us of any discrepancies or errors. Client Reports We will also provide clients with reports created by us or by Albridge Wealth Reporting Solutions (“Albridge”), an unaffiliated third-party vendor. The reports will typically include information about the client’s account holdings as of the end of the period, a list of one or more comparable benchmarks, the account beginning balance, the ending balance, the percentage change in asset levels between the beginning and end of the reporting period and will reflect deposits or withdrawals and other important information. At the client’s request, the reports may include assets that the client reports are not managed by us. Clients may provide 401 (k) assets, bank account balances, bank CDs, or money market account balances. For non-managed assets such as real estate or private equity investments that cannot be independently verified by us, we will use prices provided by the clients. Non-managed assets will be shown on Client Reports as an accommodation to the client. Any benchmarks shown in the Client Reports are presented for informational purposes only and do not constitute a promise or guarantee that an account will meet or exceed them. The information in the Client Reports may vary from custodial account statements due to, among other things, differences in reporting dates or pricing differences. It is important that clients understand that the custodian account statements are the only official records. We urge clients to compare the information on their custodian account statements to the information on our Client Reports and promptly notify us of any errors or discrepancies. Item 16- Investment Discretion Our business is primarily discretionary management. For these accounts, the Client Agreement provides RCM with limited authority to determine, without obtaining the client’s specific client consent, the specific securities to be bought or sold, and the amount of securities to be bought or sold. Clients may limit our discretionary authority by imposing reasonable investment restrictions, limiting the types of securities that can be purchased for their accounts. RCM will exercise this discretionary authority in a manner consistent with each client’s stated investment objectives. For non-discretionary accounts, we provide investment advice, formulate strategies, and evaluate account performance, but we are required to obtain the client’s approval before placing any transactions. Consequently, if we are unable to reach a client to obtain their consent to execute a particular recommendation or strategy, the investment opportunity may no longer be available at the desired price. 16  Item 17- Voting Client Securities RCM does not have the authority to vote proxies on behalf of advisory clients. Clients are responsible for voting proxies for all securities held in their portfolios. The client’s custodian will mail all correspondence related to proxies, corporate actions, class action lawsuits, legal proceedings, bankruptcies, and proceedings involving issuers whose securities are held in the client’s account directly to each client. Any required action is the client's responsibility. RCM may provide general information and answer general client questions regarding the voting of proxies and corporate actions to the extent that the Firm has relevant knowledge or information. Please contact us at the telephone number listed on the cover page of this Brochure to obtain a copy of our Proxy Voting Policy. Item 18- Financial Information We are required to inform you of any financial conditions that are reasonably likely to impair our ability to meet contractual commitments to you. As of the date of this Brochure, RCM has no financial commitments or liabilities that would impair our ability to manage client accounts and meet our contractual commitments to clients. 17