RILEY S. CROSBIE ADVISORY, LLC DBA CROSBIE FINANCIAL

Riley S. Crosbie Advisory, LLC DBA Crosbie Financial Firm Brochure - Form ADV Part 2A This brochure provides information about the qualifications and business practices of Riley S. Crosbie Advisory, LLC DBA Crosbie Financial. If you have any questions about the contents of this brochure, please contact us at (435)752-5558 or by email at: riley@crosbiefinancial.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 Riley S. Crosbie Advisory, LLC DBA Crosbie Financial is also available on the SEC’s website at www.adviserinfo.sec.gov. Riley S. Crosbie Advisory, LLC DBA Crosbie Financial’s CRD number is: 336507. 76 E 200 N Suite 110 Logan, UT 84321 (435) 752-5558 riley@crosbiefinancial.com Registration as an investment adviser does not imply a certain level of skill or training. Version Date: 04/14/2026 i  Item 2: Material Changes Riley S. Crosbie Advisory, LLC DBA Crosbie Financial has the following material changes to report. Material changes relate to Riley S. Crosbie Advisory, LLC DBA Crosbie Financial’s policies, practices or conflicts of interest. • Riley S. Crosbie Advisory, LLC DBA Crosbie Financial has updated its assets under management. (Item 4.E) • Riley S. Crosbie Advisory, LLC DBA Crosbie Financial is transitioning to registration with the United States Securities and Exchange Commission from its prior registration at the state level. ii  Item 3: Table of Contents Item 1: Cover Page Item 2: Material Changes ....................................................................................................................................... ii Item 3: Table of Contents ...................................................................................................................................... iii Item 4: Advisory Business ......................................................................................................................................2 Item 5: Fees and Compensation .............................................................................................................................5 Item 6: Performance-Based Fees and Side-By-Side Management ....................................................................7 Item 7: Types of Clients ..........................................................................................................................................7 Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss ...............................................................8 Item 9: Disciplinary Information .........................................................................................................................11 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 ................................................................................................................................16 Item 14: Client Referrals and Other Compensation ..........................................................................................16 Item 15: Custody ....................................................................................................................................................18 Item 16: Investment Discretion ............................................................................................................................18 Item 17: Voting Client Securities (Proxy Voting) ..............................................................................................19 Item 18: Financial Information .............................................................................................................................19 iii  Item 4: Advisory Business A. Description of the Advisory Firm Riley S. Crosbie Advisory, LLC DBA Crosbie Financial (hereinafter “RSCAL”) is a Limited Liability Company organized in the State of Utah. The firm was formed in December 2022 and became registered as an investment adviser in June 2025. The principal owner is Riley S. Crosbie. B. Types of Advisory Services Portfolio Management Services and Financial Planning RSCAL offers ongoing portfolio management and financial planning services based on the individual goals, objectives, time horizon, and risk tolerance of each client. RSCAL creates an Investment Policy Statement for each client, which outlines the client’s current situation (income, tax levels, and risk tolerance levels) and then constructs a plan to aid in the selection of a portfolio that matches each client's specific situation. Portfolio management services include, but are not limited to, the following: • • • Investment strategy • • Asset allocation • Risk tolerance Personal investment policy Asset selection Regular portfolio monitoring RSCAL evaluates the current investments of each client with respect to their risk tolerance levels and time horizon. RSCAL will request discretionary authority from clients in order to select securities and execute transactions without permission from the client prior to each transaction; however, it will also provide non-discretionary portfolio management at the client’s election. Risk tolerance levels are documented in the Investment Policy Statement, which is given to each client. RSCAL seeks to provide that investment decisions are made in accordance with the fiduciary duties owed to its accounts and without consideration of RSCAL’s economic, investment or other financial interests. To meet its fiduciary obligations, RSCAL attempts to avoid, among other things, investment or trading practices that systematically advantage or disadvantage certain client portfolios, and accordingly, RSCAL’s policy is to seek fair and equitable allocation of investment opportunities/transactions among its clients to avoid favoring one client over another over time. It is RSCAL’s policy to allocate investment opportunities and transactions it identifies as being appropriate and prudent among its clients on a fair and equitable basis over time. Financial planning services are included with portfolio management services at no additional cost. Financial plans and financial planning may include, but are not limited 2  to: life insurance; tax concerns; retirement planning; education planning; and debt/credit planning. Tax concerns are addressed by working with the client to determine and compare effective tax rates for income, capital gains and other earnings or investments, then attempting to allocate the client’s resources accordingly. Life insurance planning entails reviewing the life insurance and/or disability insurance needs of the client, together with any applicable dependents, spouse or other relatives, and assessing appropriate coverage for these individuals. College planning entails helping clients save for higher education, whether for the client or his/her children or other dependents, in the ideal manner to suit the client’s overall financial goals and means. Financial planning to address retirement entails making sure clients are financially equipped for retirement in light of the client’s anticipated income and expenses, investments, and other assets. Debt/credit planning consists of breaking down client budgets and aiding clients in decision-making as to current debt, anticipated significant expenses and potential debt, and avoiding excessive debt. CacheTech offers investment management and trading support through CacheTech Advisor Solutions. CacheTech and its team of highly experienced investment managers will support RSCAL through portfolio management and risk assessment. At the direction of RSCAL, CacheTech will also assist in placing trades and rebalancing client accounts. Services Limited to Specific Types of Investments treasury RSCAL generally limits its investment advice to mutual funds, fixed income securities, insurance products inflation including annuities, equities, ETFs and protected/inflation linked bonds. Written Acknowledgement of Fiduciary Status When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule’s provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. 3  C. Client Tailored Services and Client Imposed Restrictions RSCAL will tailor a program for each individual client. This will include an interview session to get to know the client’s specific needs and requirements as well as a plan that will be executed by RSCAL on behalf of the client. RSCAL will use their own model allocations together with a specific set of recommendations for each client based on their personal restrictions, needs, and targets. RSCAL provides each client with individualized investment management tailored to their unique financial goals, risk tolerance, and personal circumstances. RSCAL works closely with clients to establish investment objectives at the outset of the relationship and regularly review those objectives to ensure alignment with their evolving needs. Each client’s portfolio is managed separately and we customize asset allocations, and strategy implementation. RSCAL maintains ongoing communication with clients, at least annually, and often more frequently, to confirm investment objectives, discuss portfolio performance, and make adjustments as needed to reflect any changes in their financial situation or preferences. Clients may impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. However, if the restrictions prevent RSCAL from properly servicing the client account, or if the restrictions would require RSCAL to deviate from its standard suite of services, RSCAL reserves the right to end the relationship. D. Wrap Fee Programs A wrap fee program is an investment program where the investor pays one stated fee that includes management fees and transaction costs. RSCAL does not participate in wrap fee programs. E. Assets Under Management RSCAL has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: Date Calculated: $ 118,881,531 $0 April 2026 4  Item 5: Fees and Compensation A. Fee Schedule Portfolio Management Fees Total Assets Under Management Annual Fees Quarterly Fee 0.375% $0 - $2,000,000 1.50% 0.3325% $2,000,001 - $3,000,000 1.33% 0.30% $3,000,001 - $5,000,000 1.20% 0.25% $5,000,001 - $7,000,000 1.00% 0.2125% $7,000,001 - $10,000,000 0.85% 0.15% $10,000,001 - AND UP 0.60% RSCAL uses an average of the daily balance in the client's account throughout the billing period, after taking into account deposits and withdrawals, for purposes of determining the market value of the assets upon which the advisory fee is based. Fee formula description: For purposes of calculating the client’s portfolio management fees described above, an example is offered below for a sample $2,500,000 account: • For that portion of the client’s account(s) up to $2,000,000 the adviser will charge an annual fee of 1.50% as described above, resulting in an annual fee of $30,000 on the first $2,000,000; plus • For that portion of the client’s account(s) exceeding $2,000,000 but not exceeding $2,500,000, the adviser will charge an annual fee of 1.33% as described above, resulting in an annual fee of $6,650 on the portion between $2,000,000 and $2,500,000. This would result in a total annual fee of $36,650 on the sample $2,500,000 account The use of the blended fee schedule represents a conflict of interest for RSCAL in that the blended fee schedule results in higher fees for RSCAL than are collected by advisers who use a breakpoint schedule for the same or similar services. Fees that are charged through a blended fee schedule result in additional revenue for the adviser as the value of the account increases. Although new money or increases in the accounts values may be managed at lower rates, the total values of assets in the earlier tiers continue to be 5  managed at their initial higher rates. Higher asset under management fees may have an adverse effect on client returns and client portfolios over time. These fees are generally negotiable and the final fee schedule will be memorialized in the client’s advisory agreement. Fees charged are negotiable based upon the type of client, the complexity of the client's situation, and the relationship of the client with the investment advisor representative. Clients may terminate the agreement without penalty for a full refund of RSCAL's fees within five business days of signing the Investment Advisory Contract. Thereafter, clients may terminate the Investment Advisory Contract immediately upon written notice. B. Payment of Fees Payment of Portfolio Management Fees Asset-based portfolio management fees are withdrawn directly from the client's accounts with client's written authorization on a quarterly basis. Fees are paid in arrears. C. Client Responsibility For Third Party Fees Clients are responsible for the payment of all third party fees (i.e. custodian fees, brokerage fees, mutual fund fees, transaction fees, etc.). Those fees are separate and distinct from the fees and expenses charged by RSCAL. Please see Item 12 of this brochure regarding broker-dealer/custodian. Clients are also responsible for any expenses or commission related to insurance products as disclosed below in Item 5E. D. Prepayment of Fees RSCAL collects its fees in arrears. It does not collect fees in advance. E. Outside Compensation For the Sale of Securities to Clients Riley S. Crosbie is an insurance agent and in this role, accepts compensation for the sale of insurance products to RSCAL clients. 1. This is a Conflict of Interest Supervised persons may accept compensation for the sale of insurance products. This presents a conflict of interest and gives the supervised person an incentive to recommend products based on the compensation received rather than on the client’s needs. When recommending the sale of insurance products for which the supervised persons receives compensation, RSCAL will document the conflict of interest in the client file and inform the client of the conflict of interest. 6  2. Clients Have the Option to Purchase Recommended Products From Other Brokers Clients always have the option to purchase RSCAL recommended products through other brokers or agents that are not affiliated with RSCAL. 3. Commissions are not RSCAL's primary source of compensation for advisory services Commissions are not RSCAL’s primary source of compensation for advisory services. 4. Advisory Fees in Addition to Commissions or Markups Advisory fees that are charged to clients are not reduced to offset the commissions or markups on insurance products recommended to clients. Item 6: Performance-Based Fees and Side-By-Side Management RSCAL does not accept performance-based fees or other fees based on a share of capital gains on or capital appreciation of the assets of a client. Item 7: Types of Clients RSCAL generally provides advisory services to the following types of clients: ❖ ❖ Individuals High-Net-Worth Individuals There is no account minimum for any of RSCAL’s services. 7  Item 8: Methods of Analysis, Investment Strategies, & Risk of Loss A. Methods of Analysis and Investment Strategies Methods of Analysis RSCAL’s methods of analysis include Cyclical analysis, Fundamental analysis, Modern portfolio theory and Quantitative analysis. Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security. Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages. Modern portfolio theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various asset. Quantitative analysis deals with measurable factors as distinguished from qualitative considerations such as the character of management or the state of employee morale, such as the value of assets, the cost of capital, historical projections of sales, and so on. Investment Strategies RSCAL uses long term trading. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. B. Material Risks Involved Methods of Analysis Cyclical analysis assumes that the markets react in cyclical patterns which, once identified, can be leveraged to provide performance. The risks with this strategy are two- fold: 1) the markets do not always repeat cyclical patterns; and 2) if too many investors begin to implement this strategy, then it changes the very cycles these investors are trying to exploit. Fundamental analysis concentrates on factors that determine a company’s value and expected future earnings. This strategy would normally encourage equity purchases in 8  stocks that are undervalued or priced below their perceived value. The risk assumed is that the market will fail to reach expectations of perceived value. Modern portfolio theory assumes that investors are risk averse, meaning that given two portfolios that offer the same expected return, investors will prefer the less risky one. Thus, an investor will take on increased risk only if compensated by higher expected returns. Conversely, an investor who wants higher expected returns must accept more risk. The exact trade-off will be the same for all investors, but different investors will evaluate the trade-off differently based on individual risk aversion characteristics. The implication is that a rational investor will not invest in a portfolio if a second portfolio exists with a more favorable risk-expected return profile – i.e., if for that level of risk an alternative portfolio exists which has better expected returns. Quantitative analysis Investment strategies using quantitative models may perform differently than expected as a result of, among other things, the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. Investment Strategies Long term trading is designed to capture market rates of both return and risk. Due to its nature, the long-term investment strategy can expose clients to various types of risk that will typically surface at various intervals during the time the client owns the investments. These risks include but are not limited to inflation (purchasing power) risk, interest rate risk, economic risk, market risk, and political/regulatory risk. Model allocations risks include the possibility that the model allocations will underperform the market and the possibility that the model will not be able take advantage of opportunities that a non-model portfolio management approach might capture. Model allocations entail inflation (purchasing power) risk, interest rate risk, economic risk, market risk, political/regulatory risk, and asset allocation risk – meaning that any given asset allocation strategy does not guarantee any specific result or profit nor protect against a loss. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. C. Risks of Specific Securities Utilized Clients should be aware that there is a material risk of loss using any investment strategy. The investment types listed below (leaving aside Treasury Inflation Protected/Inflation Linked Bonds) are not guaranteed or insured by the FDIC or any other government agency. 9  Mutual Funds: Investing in mutual funds carries the risk of capital loss and thus you may lose money investing in mutual funds. All mutual funds have costs that lower investment returns. The funds can be of bond “fixed income” nature (lower risk) or stock “equity” nature. Equity investment generally refers to buying shares of stocks in return for receiving a future payment of dividends and/or capital gains if the value of the stock increases. The value of equity securities may fluctuate in response to specific situations for each company, industry conditions and the general economic environments. Fixed income investments generally pay a return on a fixed schedule, though the amount of the payments can vary. This type of investment can include corporate and government debt securities, leveraged loans, high yield, and investment grade debt and structured products, such as mortgage and other asset-backed securities, although individual bonds may be the best known type of fixed income security. In general, the fixed income market is volatile and fixed income securities carry interest rate risk. (As interest rates rise, bond prices usually fall, and vice versa. This effect is usually more pronounced for longer-term securities.) Fixed income securities also carry inflation risk, liquidity risk, call risk, and credit and default risks for both issuers and counterparties. The risk of default on treasury inflation protected/inflation linked bonds is dependent upon the U.S. Treasury defaulting (extremely unlikely); however, they carry a potential risk of losing share price value, albeit rather minimal. Exchange Traded Funds (ETFs): An ETF is an investment fund traded on stock exchanges, similar to stocks. Investing in ETFs carries the risk of capital loss (sometimes up to a 100% loss in the case of a stock holding bankruptcy). Areas of concern include the lack of transparency in products and increasing complexity, conflicts of interest and the possibility of inadequate regulatory compliance. Risks in investing in ETFs include trading risks, liquidity and shutdown risks, risks associated with a change in authorized participants and non-participation of authorized participants, risks that trading price differs from indicative net asset value (iNAV), or price fluctuation and disassociation from the index being tracked. With regard to trading risks, regular trading adds cost to your portfolio thus counteracting the low fees that one of the typical benefits of ETFs. Additionally, regular trading to beneficially “time the market” is difficult to achieve. Even paid fund managers struggle to do this every year, with the majority failing to beat the relevant indexes. With regard to liquidity and shutdown risks, not all ETFs have the same level of liquidity. Since ETFs are at least as liquid as their underlying assets, trading conditions are more accurately reflected in implied liquidity rather than the average daily volume of the ETF itself. Implied liquidity is a measure of what can potentially be traded in ETFs based on its underlying assets. ETFs are subject to market volatility and the risks of their underlying securities, which may include the risks associated with investing in smaller companies, foreign securities, commodities, and fixed income investments (as applicable). Foreign securities in particular are subject to interest rate, currency exchange rate, economic, and political risks, all of which are magnified in emerging markets. ETFs that target a small universe of securities, such as a specific region or market sector, are generally subject to greater market volatility, as well as to the specific risks associated with 10  that sector, region, or other focus. ETFs that use derivatives, leverage, or complex investment strategies are subject to additional risks. The return of an index ETF is usually different from that of the index it tracks because of fees, expenses, and tracking error. An ETF may trade at a premium or discount to its net asset value (NAV) (or indicative value in the case of exchange-traded notes). The degree of liquidity can vary significantly from one ETF to another and losses may be magnified if no liquid market exists for the ETF’s shares when attempting to sell them. Each ETF has a unique risk profile, detailed in its prospectus, offering circular, or similar material, which should be considered carefully when making investment decisions. Annuities are a retirement product for those who may have the ability to pay a premium now and want to guarantee they receive certain monthly payments or a return on investment later in the future. Annuities are contracts issued by a life insurance company designed to meet requirement or other long-term goals. An annuity is not a life insurance policy. Variable annuities are designed to be long-term investments, to meet retirement and other long-range goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges may apply if you withdraw your money early. Variable annuities also involve investment risks, just as mutual funds do. Past performance is not indicative of future results. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. Item 9: Disciplinary Information A. Criminal or Civil Actions There are no criminal or civil actions to report. B. Administrative Proceedings There are no administrative proceedings to report. C. Self-regulatory Organization (SRO) Proceedings There are no self-regulatory organization proceedings to report. 11  Item 10: Other Financial Industry Activities and Affiliations A. Registration as a Broker/Dealer or Broker/Dealer Representative Neither RSCAL nor its representatives are registered as, or have pending applications to become, a broker/dealer or a representative of a broker/dealer. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, or a Commodity Trading Advisor Neither RSCAL nor its representatives are registered as or have pending applications to become either a Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Advisor or an associated person of the foregoing entities. C. Registration Relationships Material to this Advisory Business and Possible Conflicts of Interests Riley S. Crosbie is a minority owner of CacheTech (CRD# 327688), an SEC registered investment adviser. CacheTech offers investment management and trading support through CacheTech Advisor Solutions. CacheTech and its team of highly experienced investment managers will support RSCAL through portfolio management and risk assessment. At the direction of RSCAL, CacheTech will also assist in placing trades and rebalancing client accounts. RSCAL utilizes CacheTech’s services and clients should be aware that these services involve a conflict of interest. RSCAL always acts in the best interest of the client. As minority owner of CacheTech, Riley S. Crosbie indirectly receives compensation from CacheTech and use of CacheTech by RSCAL would result in additional compensation received. Clients should be aware that these services involve a conflict of interest. RSCAL always acts in the best interest of the client. Riley S. Crosbie is a licensed insurance agent. This activity creates a conflict of interest since there is an incentive to recommend insurance products based on commissions or other benefits received from the insurance company, rather than on the client’s needs. Additionally, the offer and sale of insurance products by supervised persons of RSCAL are not made in their capacity as a fiduciary, and products are limited to only those offered by certain insurance providers. RSCAL addresses this conflict of interest by requiring its supervised persons to act in the best interest of the client at all times, including when acting as an insurance agent. RSCAL periodically reviews recommendations by its supervised persons to assess whether they are based on an objective evaluation of each client’s risk profile and investment objectives rather than on the receipt of any commissions or other benefits. RSCAL will disclose in advance how it or its supervised 12  persons are compensated and will disclose conflicts of interest involving any advice or service provided. At no time will there be tying between business practices and/or services (a condition where a client or prospective client would be required to accept one product or service conditioned upon the selection of a second, distinctive tied product or service). No client is ever under any obligation to purchase any insurance product. Insurance products recommended by RSCAL’s supervised persons may also be available from other providers on more favorable terms, and clients can purchase insurance products recommended through other unaffiliated insurance agencies. Riley S. Crosbie has passive ownership in Prov1 Holdings LLC and Quantum Healthcare LLC. These entities are not investment related and will not be recommended to clients of RSCAL. Therefore no conflicts of interest exist. Less than one hour a month are spent on these outside business activities. Neither RSCAL nor its representatives have any other material relationships or arrangements with other types of financial services providers that would present a possible conflict of interest. D. Selection of Other Advisers or Managers and How This Adviser is Compensated for Those Selections RSCAL does not utilize nor select third-party investment advisers. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics RSCAL has a written Code of Ethics that covers the following areas: Prohibited Purchases and Sales, Insider Trading, Personal Securities Transactions, Exempted Transactions, Prohibited Activities, Conflicts of Interest, Gifts and Entertainment, Confidentiality, Service on a Board of Directors, Compliance Procedures, Compliance with Laws and Regulations, Procedures and Reporting, Certification of Compliance, Reporting Violations, Compliance Officer Duties, Training and Education, Recordkeeping, Annual Review, and Sanctions. RSCAL's Code of Ethics is available free upon request to any client or prospective client. B. Recommendations Involving Material Financial Interests RSCAL does not recommend that clients buy or sell any security in which a related person to RSCAL or RSCAL has a material financial interest. 13  C. Investing Personal Money in the Same Securities as Clients From time to time, representatives of RSCAL may buy or sell securities for themselves that they also recommend to clients. This may provide an opportunity for representatives of RSCAL to buy or sell the same securities before or after recommending the same securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions create a conflict of interest. RSCAL will always document any transactions that could be construed as conflicts of interest and will never engage in trading that operates to the client’s disadvantage when similar securities are being bought or sold. D. Trading Securities At/Around the Same Time as Clients’ Securities From time to time, representatives of RSCAL may buy or sell securities for themselves at or around the same time as clients. This may provide an opportunity for representatives of RSCAL to buy or sell securities before or after recommending securities to clients resulting in representatives profiting off the recommendations they provide to clients. Such transactions create a conflict of interest; however, RSCAL will never engage in trading that operates to the client’s disadvantage if representatives of RSCAL buy or sell securities at or around the same time as clients. Item 12: Brokerage Practices A. Factors Used to Select Custodians and/or Broker/Dealers Custodians/broker-dealers will be recommended based on RSCAL’s duty to seek “best execution,” which is the obligation to seek execution of securities transactions for a client on the most favorable terms for the client under the circumstances. Clients will not necessarily pay the lowest commission or commission equivalent, and RSCAL may also consider the market expertise and research access provided by the broker- dealer/custodian, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers that may aid in RSCAL's research efforts. RSCAL will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. RSCAL recommends Schwab Institutional, a division of Charles Schwab & Co., Inc.. 1. Research and Other Soft-Dollar Benefits While RSCAL has no formal soft dollars program in which soft dollars are used to pay for third party services, RSCAL may receive research, products, or other services from 14  custodians and broker-dealers in connection with client securities transactions (“soft dollar benefits”). RSCAL may enter into soft-dollar arrangements consistent with (and not outside of) the safe harbor contained in Section 28(e) of the Securities Exchange Act of 1934, as amended. There can be no assurance that any particular client will benefit from soft dollar research, whether or not the client’s transactions paid for it, and RSCAL does not seek to allocate benefits to client accounts proportionate to any soft dollar credits generated by the accounts. RSCAL benefits by not having to produce or pay for the research, products or services, and RSCAL will have an incentive to recommend a broker-dealer based on receiving research or services. Clients should be aware that RSCAL’s acceptance of soft dollar benefits may result in higher commissions charged to the client. 2. Brokerage for Client Referrals RSCAL receives no referrals from a broker-dealer or third party in exchange for using that broker-dealer or third party. 3. Clients Directing Which Broker/Dealer/Custodian to Use RSCAL may permit clients to direct it to execute transactions through a specified broker-dealer. If a client directs brokerage, then the client will be required to acknowledge in writing that the client’s direction with respect to the use of brokers supersedes any authority granted to RSCAL to select brokers; this direction may result in higher commissions, which may result in a disparity between free and directed accounts; the client may be unable to participate in block trades (unless RSCAL is able to engage in “step outs”); and trades for the client and other directed accounts may be executed after trades for free accounts, which may result in less favorable prices, particularly for illiquid securities or during volatile market conditions. Not all investment advisers allow their clients to direct brokerage. B. Aggregating (Block) Trading for Multiple Client Accounts If RSCAL buys or sells the same securities on behalf of more than one client, then it may (but would be under no obligation to) aggregate or bunch such securities in a single transaction for multiple clients in order to seek more favorable prices, lower brokerage commissions, or more efficient execution. In such case, RSCAL would place an aggregate order with the broker on behalf of all such clients in order to ensure fairness for all clients; provided, however, that trades would be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. RSCAL would determine the appropriate number of shares and select the appropriate brokers consistent with its duty to seek best execution, except for those accounts with specific brokerage direction (if any). 15  Item 13: Review of Accounts A. Frequency and Nature of Periodic Reviews and Who Makes Those Reviews All client accounts and model allocations for RSCAL's advisory services provided on an ongoing basis are reviewed at least annually by Riley S. Crosbie, Managing Member and Chief Compliance Officer, with regard to clients’ respective investment policies and risk tolerance levels. All accounts at RSCAL are assigned to this reviewer. B. Factors That Will Trigger a Non-Periodic Review of Client Accounts Reviews for accounts and model allocations may be triggered by material market, economic or political events, or by changes in client's financial situations (such as retirement, termination of employment, physical move, or inheritance). C. Content and Frequency of Regular Reports Provided to Clients Each client of RSCAL's advisory services provided on an ongoing basis will receive a monthly report detailing the client’s account, including assets held, asset value, and calculation of fees. This written report will come from the custodian. The firm will not provide any additional reports or statements regarding changes in model allocations. Clients can review the changes in model allocations on the statement from the custodian. Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided by Third Parties for Advice Rendered to Clients (Includes Sales Awards or Other Prizes) Other than soft dollar benefits as described in Item 12 above and the benefits below in Item 14, RSCAL does not receive any economic benefit, directly or indirectly from any third party for advice rendered to RSCAL's clients. Other than the indirectly compensation disclosed in Item 10C above, RSCAL nor its representatives receive economic benefits for the use of CacheTech to provide services to RSCAL clients. With respect to Schwab, RSCAL receives access to Schwab’s institutional trading and custody services, which are typically not available to Schwab retail investors. These services generally are available to independent investment advisers on an unsolicited 16  basis, at no charge to them so long as a total of at least $10 million of the adviser’s clients’ assets are maintained in accounts at Schwab Advisor Services. Schwab’s services include brokerage services that are related to the execution of securities transactions, custody, research, including that in the form of advice, analyses and reports, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. For RSCAL client accounts maintained in its custody, Schwab generally does not charge separately for custody services but is compensated by account holders through commissions or other transaction-related or asset-based fees for securities trades that are executed through Schwab or that settle into Schwab accounts. Schwab also makes available to RSCAL other products and services that benefit RSCAL but may not benefit its clients’ accounts. These benefits may include national, regional or RSCAL specific educational events organized and/or sponsored by Schwab Advisor Services. Other potential benefits may include occasional business entertainment of personnel of RSCAL by Schwab Advisor Services personnel, including meals, invitations to sporting events, including golf tournaments, and other forms of entertainment, some of which may accompany educational opportunities. Other of these products and services assist RSCAL in managing and administering clients’ accounts. These include software and other technology (and related technological training) that provide access to client account data (such as trade confirmations and account statements), facilitate trade execution (and allocation of aggregated trade orders for multiple client accounts, if applicable), provide research, pricing information and other market data, facilitate payment of RSCAL’s fees from its clients’ accounts (if applicable), and assist with back- office training and support functions, recordkeeping and client reporting. Many of these services generally may be used to service all or some substantial number of RSCAL’s accounts. Schwab Advisor Services also makes available to RSCAL other services intended to help RSCAL manage and further develop its business enterprise. These services may include professional compliance, legal and business consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance, employee benefits providers, human capital consultants, insurance and marketing. In addition, Schwab may make available, arrange and/or pay vendors for these types of services rendered to RSCAL by independent third parties. Schwab Advisor Services may discount or waive fees it would otherwise charge for some of these services or pay all or a part of the fees of a third-party providing these services to RSCAL. RSCAL is independently owned and operated and not affiliated with Schwab. B. Compensation to Non – Advisory Personnel for Client Referrals RSCAL does not directly or indirectly compensate any person who is not advisory personnel for client referrals. 17  Item 15: Custody When advisory fees are deducted directly from client accounts at client's custodian, RSCAL will be deemed to have limited custody of client's assets and must have written authorization from the client to do so. Clients will receive all account statements and billing invoices, and they should carefully review those statements for accuracy. Custody is also disclosed in Form ADV because RSCAL has authority to transfer money from client account(s), which constitutes a standing letter of authorization (SLOA). Accordingly, RSCAL will follow the 7-step SEC safeguards specified by the SEC rather than undergo an annual audit. The safeguards are listed below. 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Item 16: Investment Discretion RSCAL provides discretionary and non-discretionary investment advisory services to clients. The advisory contract established with each client sets forth the discretionary authority for trading. Where investment discretion has been granted, RSCAL generally manages the client’s account and makes investment decisions without consultation with the client as to when the securities are to be bought or sold for the account, the total amount of the securities to be bought/sold, what securities to buy or sell, or the price per share. In some instances, RSCAL’s discretionary authority in making these determinations may be limited by conditions imposed by a client (in investment guidelines or objectives, or client instructions otherwise provided to RSCAL. Clients may, but typically do not, impose restrictions in investing in certain securities or types of securities in accordance with their values or beliefs. 18  Item 17: Voting Client Securities (Proxy Voting) RSCAL will not ask for, nor accept voting authority for client securities. Clients will receive proxies directly from the issuer of the security or the custodian. Clients should direct all proxy questions to the issuer of the security. Item 18: Financial Information A. Balance Sheet RSCAL neither requires nor solicits prepayment of more than $1,200 in fees per client, six months or more in advance, and therefore is not required to include a balance sheet with this brochure. B. Financial Conditions Reasonably Likely to Impair Ability to Meet Contractual Commitments to Clients Neither RSCAL nor its management has any financial condition that is likely to reasonably impair RSCAL’s ability to meet contractual commitments to clients. C. Bankruptcy Petitions in Previous Ten Years RSCAL has not been the subject of a bankruptcy petition in the last ten years. 19