Ring Mountain Capital, LLC

Ring Mountain Capital, LLC Form ADV: Part 2 A Firm Brochure This brochure provides information about the qualifications and business practices of Ring Mountain Capital, LLC (“Ring Mountain”). If you have any questions about the contents of this brochure, please contact Ring Mountain’s founder and manager, Scott R. Arwin. The information in this brochure has not been approved or verified by the U.S. Securities and Exchange Commission or by any state securities authority. Additional information about Ring Mountain is available on the SEC’s website at www.adviserinfo.sec.gov. Ring Mountain is a Registered Investment Advisor. Registration of an Investment Advisor does not imply a certain level of skill or training. The verbal and written communications of an investment advisor provide you with information you need to determine whether to hire or retain the advisor. Item 1 Cover Page CRD # 288714 1610 Tiburon Blvd., Suite 200 Tiburon, CA 94920 Phone: (415) 350-1355 June 9, 2026  Item 2 Material Changes This is Ring Mountain’s annual amendment brochure filing. Ring Mountain will ensure that you receive a summary of any material changes to this and subsequent disclosure brochures within 120 days after its fiscal year ends. Ring Mountain’s fiscal year ends on December 31, so you will receive the summary of material changes no later than April 30 each year. At that time, Ring Mountain will also offer or provide a copy of the most current disclosure brochure. It may also provide other ongoing disclosure information about material changes as necessary. Our previous annual update was dated 03/17/2026. There have been no material changes made to Part 2 since that amendment.  Table of Contents Item 3 ITEM 1 COVER PAGE ................................................................................................................................................. 1 ITEM 2 MATERIAL CHANGES ...................................................................................................................................... 2 ITEM 3 TABLE OF CONTENTS ...................................................................................................................................... 3 ITEM 4 ADVISORY BUSINESS ....................................................................................................................................... 4 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 AND RISK OF LOSS ....................................................... 7 ITEM 9 DISCIPLINARY INFORMATION ...................................................................................................................... 11 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ..................................................................... 11 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING 12 ITEM 12 BROKERAGE PRACTICES .............................................................................................................................. 13 ITEM 13 REVIEW OF ACCOUNTS ............................................................................................................................... 16 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION ...................................................................................... 17 ITEM 15 CUSTODY ...................................................................................................................................................... 17 ITEM 16 INVESTMENT DISCRETION ............................................................................................................................. 17 ITEM 17 VOTING CLIENT SECURITIES .......................................................................................................................... 18 ITEM 18 FINANCIAL INFORMATION ........................................................................................................................... 18 PRIVACY POLICY ........................................................................................................................................................ 18 3  Advisory Business Item 4 Ring Mountain Capital, LLC is a Delaware limited liability company that is based in California and provides investment management services to separate accounts. Ring Mountain was formed in 2017 by Scott R. Arwin, it’s manager and sole member. As of December 31, 2025, Ring Mountain had total assets under management of $222,054,400, of which $221,731,117 is managed on a discretionary basis, and $323,283 is managed on a non-discretionary basis. Portfolio Management Services On behalf of its clients, Ring Mountain invests principally, but not solely, in equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets, and in fixed income instruments, including, corporate, municipal and government bonds, but it is authorized to enter into any type of investment transaction that it deems appropriate under the terms of each client’s account agreement. Mr. Arwin manages all investment decisions for Ring Mountain for its clients. Ring Mountain tailors its services to the individual needs of each account that it manages. To do so, Ring Mountain: • Manages each account based on the client’s financial situation and investment objectives and in accordance with any restrictions that the client imposes on managing the account. Ring Mountain obtains this information from a client in a questionnaire, meetings or otherwise. • At least annually, contacts each client (either in person or by telephone) to ask about any changes in the client’s financial situation or investment objectives and whether the client desires to impose or modify any restrictions on managing the account. • Notifies each client in writing to contact Ring Mountain if there are any changes in the client’s financial situation or investment objectives, or if the client desires to impose or modify any restrictions on managing the account. Makes itself reasonably available to clients for consultation. • Financial Planning Financial plans and financial planning may include, but are not limited to: investment planning; life insurance; tax concerns; retirement planning; education planning; and debt/credit planning. Ring Mountain does not participate in wrap fee programs. 4  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. Fees and Compensation Item 5 Portfolio Management Services Fees Ring Mountain’s compensation is negotiable and varies, but typically it charges an annual management fee of 1% of the market value of each client’s account. For accounts under $50,000, the typical fee is 1.5%. The final fee will be specified in the client’s agreement. Ring Mountain may also charge an annual fixed fee of $100 for all accounts under $50,000 to help cover internal costs of setting up accounts and software. The management fee is charged quarterly in advance and prorated for accounts established or terminated at times other than the start or end of a quarter. The management fee is based on the market value of the assets as of the first day of each quarter (or the date on which new assets are contributed to any account). Values are derived from pricing sources as provided by the custodian of the client’s account and other third parties. Clients customarily authorize Ring Mountain to deduct its management fees directly from their custodial accounts but may bill a client for such amounts on request. This authorization is granted under the terms of the client’s signed account agreement and the client’s instructions to the custodian. It is each 5  client’s obligation to verify the accuracy of the fee calculation, as the custodian will not determine whether the fee is properly calculated. Financial Planning Services Fees Fixed Fees The rate for creating client financial plans is between $1500 and $7500. The fees are negotiable, and the final fee schedule will be attached as Exhibit II of the Financial Planning Agreement. Hourly Fees The hourly fee for these services is $1250. The fees are negotiable, and the final fee schedule will be attached as Exhibit II of the Financial Planning Agreement. Clients may terminate the Financial Planning agreement without penalty, for a full refund of Ring Mountain’s fees, within five business days of signing the Financial Planning Agreement. Thereafter, clients may terminate the Financial Planning Agreement with written notice. Fees for Financial Planning are paid in advance but never more than 6 months in advance of the services being delivered. For hourly, an estimation of the number of hours will be provided initially to determine the fee amount and then adjusted at the time of delivery of the services. Fees are usually paid by check, however, Ring Mountain may on occasion collect by other means if the Financial Planning clients have an account established with Ring Capital’s primary custodian. Client Responsibility For Third Party Fees in such funds therefore pays, Mutual funds, closed-end funds and exchange traded funds incur internal management fees and other operating expenses, and typically pass some or all of these expenses through to their investors in the form of management fees. In addition, such funds may charge their investors other fees, such as early redemption or transaction fees. Any Ring Mountain client whose account is invested in addition to Ring Mountain’s management fees, the expenses and advisory fees charged by those funds. Each account is responsible for its own costs and expenses, including trading costs and expenses (such as brokerage commissions, sales credits/concessions to bond underwriters, and clearing and settlement charges), custodial fees, transfer taxes, wire transfer and electronic funds fees, and other fees and taxes on brokerage accounts and securities transactions. Ring Mountain bears its own operating, 6  general, administrative and overhead costs and expenses, other than the expenses described above. All or part of these costs and expenses may be paid, however, by brokerage firms that execute clients’ securities trades, as discussed in Item 12 below. Prepayment of Fees Unless otherwise set forth in any account agreement with a particular client, Ring Mountain’s clients may typically terminate their accounts at any time by giving 30 days’ written notice. The account’s expenses are charged to the account through the termination date and all prepaid but unearned advisory fees are refunded on termination of a client’s account. Ring Mountain believes that its fees are competitive with the fees charged by other investment advisers for comparable services. However, comparable services may be available from other sources for lower fees than those charged by Ring Mountain. Ring Mountain receives no commissions on investment products purchased or sold for client accounts. Performance-Based Fees and Side-By-Side Management Item 6 Ring Mountain currently does not charge performance-based fees to any accounts. Types of Clients Item 7 Ring Mountain’s clients may include individuals, trusts and estates, pension plans, institutions, endowments, corporations and other business entities. Ring Mountain currently does not have a minimum account size but may create a minimum in the future without prior notice. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Investment Strategies Ring Mountain aims to provide customized investment management solutions that are individually tailored to each client’s needs as determined by the client’s risk and reward parameters. Ring Mountain actively manages every client’s portfolio in an attempt to optimize returns and minimize risks. Ring Mountain offers a wide variety of investment approaches to suit the risk tolerances of its clients. Based on the needs of each client, Ring Mountain invests on behalf of each client principally, but not solely, in equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets, in fixed income instruments, including, corporate, municipal and government bonds and in ETFs and mutual funds. Ring 7  Mountain is authorized, however, to enter into any type of investment transaction that it deems appropriate under the terms of each client’s account agreement. The investment methods and strategies summarized above represent Ring Mountain’s current intentions, are general in nature and are not exhaustive. Except for any restrictions that may be specified in writing by particular clients, there are no limits on the types of securities in which Ring Mountain may take positions on behalf of its clients, the types of positions that it may take, or the concentration of its investments. Ring Mountain may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, Ring Mountain may pursue any objectives or use any techniques that it considers appropriate and in its clients’ interest. Investment Risks Investing in securities involves risk of loss that clients should be prepared to bear. Below are some of the risks that investors should consider before investing in any account that Ring Mountain manages. Any or all of such risks could materially and adversely affect investment performance, the value of any account or any security held in an account, and could cause investors to lose substantial amounts of money. Below is only a brief summary of some of the risks that a client may encounter. A potential client should discuss with Ring Mountain’s representatives any questions that such person may have before opening an account. • Client accounts may not achieve their investment objectives. A strategy may not be successful and clients may lose some or all of their investment. • Ring Mountain and its agents generally are not responsible to any client for losses incurred in an account unless the conduct resulting in such loss constituted gross negligence, willful misconduct or fraud. • Investor sentiment on the market, an industry or an individual stock, fixed income or other security is not predictable and can adversely affect an account’s investments. • Ring Mountain’s client portfolios may be concentrated in a limited number of securities or industries. As a result, a loss in any one position, industry or sector in which an account is invested may cause significant losses. • Ring Mountain may invest in securities of companies with small market capitalizations. Securities issued by small-cap companies may pose 8  greater risks than securities of larger, more established companies, including less liquidity and greater volatility. • A client account may hold stocks that disappoint earnings expectations and decline. • Ring Mountain may not be able to obtain complete or accurate information about an investment and may misinterpret the information that it does receive. Ring Mountain also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a client when the client could make a profit or avoid losses. • A client account may have higher portfolio turnover and transaction costs than a similar account managed by another investment adviser. These costs reduce investments and potential profit or increase loss. • Ring Mountain may engage in hedging, which may reduce profits, increase expenses and cause losses. Price movement in a hedging instrument and the security hedged do not always correlate, sometimes resulting in losses on both the hedged security and the hedging instrument. Ring Mountain is not obligated to hedge a client’s portfolio positions, and it may not do so. • At a client’s request, Ring Mountain may occasionally use leverage by borrowing on margin, which increases volatility and risk of loss. • Counterparties such as brokers, dealers, and custodians with which Ring Mountain does business on behalf of clients may default on their obligations. For example, a client may lose its assets on deposit with a broker if the broker, its clearing broker or an exchange clearing house becomes bankrupt. • Ring Mountain may invest in securities of non-U.S. issuers. The risks of these investments include, among others, political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight. • Changes investment in economic conditions can adversely affect performance. At times, economic conditions in the U.S. and elsewhere have deteriorated significantly, resulting in volatile securities markets and large investment losses. Government actions responding to these conditions could lead to inflation and other negative consequences to investors. 9  • Ring Mountain invests in fixed income securities, including bonds issues by corporations, municipalities and other government entities. The price of bonds depends in part on current interest rates. Rising interest rates decrease the current price of bonds because current purchasers require a competitive yield. Correspondingly, decreasing interest rates increase the current value of bonds with associated decrease in bond yield. Changes in interest rates may affect investment performance. • Ring Mountain may acquire for a client a large position in an issuer’s securities but Ring Mountain and the client are unlikely to have any control over the issuer’s management. • Some of an account’s positions may be or may become illiquid, in which case Ring Mountain may not be able to sell such positions at advantageous prices or at desirable times. • Although Ring Mountain relies on independent third-party pricing sources when they are available to determine the value of securities held in client accounts, Ring Mountain has ultimate authority over such valuations, including for securities where a public market does not exist. If the valuation is inaccurate, it might receive more compensation than that to which it is entitled. • No client or investor has been represented by separate counsel. The attorneys who represent Ring Mountain do not represent its clients. Clients must hire their own counsel for legal advice and representation. • Pursuant to each client’s account agreement with Ring Mountain, each client, and not Ring Mountain, is responsible for any trade errors that Ring Mountain makes in the client’s account, even when the error hurts the client, unless such error is the result of Ring Mountain’s breach of its fiduciary duty to such client. in an effort to comply with anti-money • Ring Mountain or any government agency may freeze assets that any of them believes a client holds in violation of anti-money laundering laws or rules or on behalf of a suspected terrorist, and may transfer such assets to a government agency. Ring Mountain will not be liable for losses related to actions taken laundering regulations. • Federal, state and international governments may increase regulation of investment advisers, which may increase the time and resources that Ring Mountain must devote to regulatory compliance, to the detriment of investment activities. 10  it is • Ring Mountain is registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser. Registration with the SEC does not imply a certain level of skill or training. Ring Mountain is subject to SEC in regulation and examination. While Ring Mountain believes compliance with applicable federal and state securities laws and regulations, regulatory authorities may conduct examinations and investigations and may assert that certain activities do not comply with applicable laws or regulations. Any such findings could result in legal, regulatory, financial, or reputational consequences for Ring Mountain. Ring Mountain’s investment activities could cause adverse tax consequences for clients. • Ring Mountain intends to comply with the Employee Retirement Income Security Act of 1974 in all respects. The rules and regulations of the Income Security Act of 1974, however, are Employee Retirement complicated and compliance depends, in part, on clients keeping Ring Mountain fully informed of certain aspects of the client’s business outside of Ring Mountain’s activities. As a result, Ring Mountain may inadvertently cause an account that is subject to the Employee Retirement Income Security Act of 1974 to engage in a prohibited transaction under that Act. • Ring Mountain and its founder may spend time on activities that compete with Ring Mountain’s business without accountability to Ring Mountain’s clients, including investing for other clients and their own accounts. If Ring Mountain receives better compensation and other benefits from managing other assets compared to managing a client’s account, it has incentive to allocate more time to those other activities. These factors could influence Ring Mountain not to make investments on a client’s behalf even if such investments would benefit the client. • Ring Mountain may provide certain clients more frequent or detailed reports and special compensation arrangements that it does not provide to other clients. The above is only a brief summary of some of the important risks of investing with Ring Mountain. Disciplinary Information Item 9 This Item is not applicable because Ring Mountain has no reportable disciplinary information. Item 10 Other Financial Industry Activities and Affiliations Ring Mountain has no reportable other financial industry activities or affiliations. 11  Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Ring Mountain has adopted a Code of Ethics that establishes standards of conduct for Ring Mountain’s supervised persons. The Code of Ethics includes general requirements that Ring Mountain’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of client information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to Ring Mountain’s Chief Compliance Officer, and requires the Chief Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Chief Compliance Officer. Each supervised person of Ring Mountain receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each supervised person must certify that he or she complied with the Code of Ethics during the preceding year. Clients and prospective clients may obtain a copy of Ring Mountain’s Code of Ethics by contacting Scott Arwin, the firm’s Chief Compliance Officer. Ring Mountain and its related persons do not (1) buy securities from (or sell securities to) its clients, (2) act as the general partner in any partnership in which Ring Mountain solicits client investments, or (3) act as investment adviser to any investment company that Ring Mountain recommends to its clients. securities Under Ring Mountain’s Code of Ethics, Ring Mountain and its officers, managers, members and employees may personally invest in securities of the same classes as Ring Mountain purchases for clients and may own securities of issuers whose securities that Ring Mountain subsequently purchases for clients. This practice creates a conflict of interest in that any of such persons can use his or her transactions and knowledge about actual or proposed recommendations for a client account to profit personally by the market effect of such transactions and recommendations. To address this conflict, except as described in Item 12 regarding aggregating securities transactions, if Ring Mountain purchases or sells a security for clients and any of Ring Mountain and its officers, managers, members and employees on the same day, either the clients and Ring Mountain and its officers, managers, members and employees pay or receive the same price, or the clients receive the more favorable price. Ring Mountain and its officers, managers, members and employees may also buy or sell specific securities for their own accounts based on personal investment considerations, which Ring Mountain does not believe are appropriate to buy or sell for clients. 12  Because Ring Mountain manages more than one account, there may be conflicts of interest over its time devoted to managing any one account and allocating investment opportunities among all accounts that it manages. For example, Ring Mountain selects investments for each client based solely on investment considerations for that client. Different clients may have differing investment strategies and expected levels of trading. Ring Mountain may buy or sell a security for one type of client but not for another, or may buy (or sell) a security for one type of client while simultaneously selling (or buying) the same security for another type of client. Ring Mountain attempts to resolve all such conflicts in a manner that is generally fair to all of its clients. Ring Mountain may give advice to, and take action on behalf of, any of its clients that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other client so long as it is Ring Mountain’s policy, to the extent practicable, to allocate investment opportunities to its clients fairly and equitably over time. Ring Mountain is not obligated to acquire for any account any security that Ring Mountain or its officers, managers, members or employees may acquire for its or their own accounts or for any other client, if in Ring Mountain’s absolute discretion, it is not practical or desirable to acquire a position in such security for that account. Item 12 Brokerage Practices Recommendation of Custodian; Brokerage and Custodial Services; Trade Execution Ring Mountain recommends that its clients custody their accounts with certain independent brokerage firms that are not affiliated with Ring Mountain. These brokers offer custody and trading platforms for brokerage execution services. Ring Mountain may refuse to accept clients who desire that their accounts be held by other brokers. Securities transactions for a client’s account are generally executed through the brokerage firm at which the account is custodied. In recommending brokers, Ring Mountain may consider a number of factors, including, for example, • • • • • • quality of execution and special execution capabilities; commission rates; willingness to execute related or unrelated difficult transactions in the future; block trading and block positioning capabilities; efficiency of execution and error resolution; level of custodial fees and interest charges and credits on debit and credit balances; clearance, settlement and reputation; and • 13  financial strength and stability. • Ring Mountain may also purchase from a broker or allow a broker to pay for the following (each a “soft dollar” relationship): • • • research reports, services and conferences, including third-party research fees; economic and market information; portfolio strategy advice; industry and company comments; record keeping services, access to computerized client account data, portfolio reporting services, and technology services; technical data; consultations; technology services; periodical subscription fees; performance measurement data; on-line pricing; and news wire and data processing charges. • • • • • • • Brokerage firms may also provide Ring Mountain with other services that help manage and further develop its business. These services may include consulting, publications and conferences on practice management, information technology, business succession, regulatory compliance and marketing. Brokers may discount or waive fees they otherwise would charge for some of these services or pay all or a part of the fees of a third-party providing these services to Ring Mountain. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment advisers who use commission dollars (“soft dollars”) of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the adviser in performing investment decision-making responsibilities. Conduct outside of the safe harbor of section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. If Ring Mountain receives products or services from brokers it intends to use a substantial portion of such products and services for research and trading on behalf of its clients, but may use some for administrative purposes. If such products and services were deemed to be obtained through “soft dollars,” they would not be within the safe harbor of section 28(e). Although many custodians provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if Ring Mountain did not receive these services from them, it would be required to pay for all or some portion of them. Ring Mountain’s clients may pay commissions and mark-ups that exceed those that another broker might charge for effecting the same transaction because of 14  the value of the brokerage, research, and other services that such broker provides to Ring Mountain. Where Ring Mountain has recommended the custodial broker, Ring Mountain determines in good faith that such compensation is reasonable in relation to the value of such brokerage, research and other services, in terms of either the specific transaction or Ring Mountain’s overall fiduciary duty to its clients. An account may, however, pay higher commissions and mark-ups than are otherwise available or may pay more commissions or mark-ups based on account trading activity. The research and other benefits resulting from Ring Mountain’s relationships with certain brokerage firms benefit its operations as a whole and all accounts that it manages, including those that are not custodied at the brokerage firms that provide such services. Ring Mountain’s relationships with brokers that provide research, brokerage and other services may influence its judgment and create conflicts of interest in recommending that clients custody their accounts with brokerage firms that provide such services rather than with firms that do not. Ring Mountain has an incentive to select or recommend a custodian based on its interest in receiving certain services rather than clients’ interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that Ring Mountain receives services from custodians that it would otherwise be required to pay for itself. Ring Mountain addresses these conflicts of interest by annually evaluating the trade execution services that its clients receive from the brokers that it uses to execute trades for clients. Such evaluation includes comparing those services to the services available from other brokers. Ring Mountain considers, among other things, alternative market makers and market centers, commission rates, and the quality of execution services. Certain Rights of Custodians A client’s obligations to the custodian of its account will be secured by way of a first priority perfected security interest over all of the client’s assets held in custody by the custodian. The custodian and its affiliates may transfer to themselves all rights, title and interest in and to those assets as collateral and may deal with, lend, dispose of, pledge or otherwise use all such collateral for their own purposes. If any such transfer occurs, the client will rank as such custodian’s (or affiliate’s) unsecured creditor. If such custodian or affiliate becomes insolvent, the client may not be able to recover such equivalent securities in full. In addition, the client’s cash held by a custodian may not be segregated from such custodian’s own cash and, if not so segregated, may be used by such custodian or affiliate in the course of its business and the client will therefore rank as an unsecured creditor in relation thereto. 15  If any of the client’s investments are registered in the name of a custodian or affiliate due to the nature of the law or market practice of a particular jurisdiction, such investments will not be segregated from the custodian’s or affiliate’s own investments and if such custodian or affiliate becomes insolvent, the client may not be able to recover such equivalent investments in full. Directed Brokerage Clients may direct Ring Mountain to use a specific broker (directed brokerage). In these cases, Ring Mountain has not negotiated the terms and conditions (including, among others, commission rates) relating to the services provided by that broker, and Ring Mountain is not responsible for obtaining from any such broker the best prices or commission rates. Accordingly, the client may pay higher commission costs, higher security prices and higher transaction costs than it would have had it not directed Ring Mountain to trade through that broker. The client may not be able to participate in aggregated securities transactions and may trade after such aggregate transactions and receive less favorable pricing and execution. Accordingly, clients that direct the brokerage of their accounts may not experience returns equal to clients that do not direct brokerage. Aggregation of Trades Ring Mountain may aggregate securities sale and purchase orders for a client with similar orders being made contemporaneously for other client accounts. When orders are aggregated, the price paid by each account is the average price of the order. Transaction costs are allocated to each client by the client’s custodian according to the client’s custodial agreement. As a result of aggregating trades, the price for any client may be less favorable to that client than it would have been if Ring Mountain had not executed similar transactions concurrently for other accounts. Ring Mountain’s policy, however, is not to allocate aggregated trades in any manner that favors one group of clients over another over time. Item 13 Review of Accounts Client accounts are managed continuously by Scott R. Arwin. All client accounts are subject to formal reviews at least annually by Mr. Arwin. Those reviews take into account such matters as asset allocation, cash management, the prospects of individual securities, changes in issuer earnings, industry outlook, market outlook and price levels. Additional account reviews may be triggered by a specific client request, a change in client goals and objectives, an imbalance in a portfolio’s asset allocation, tax law changes or current market/economic conditions. Ring 16  Mountain consults with each client at least annually to review the client's account and update the client's financial condition and investment goals and guidelines as necessary. Clients also receive monthly statements from the custodian of their accounts, showing all securities holdings, contributions, withdrawals and other activities in their accounts. Item 14 Client Referrals and Other Compensation Ring Mountain pays a monthly advertising fee to third party firms for advertising Ring Mountain’s services and providing Ring Mountain with contact information regarding prospective clients. The arrangement is not exclusive, and the third party firms also provide the same information regarding prospective clients to other parties. Ring Mountain does not pay any commission fees or other amounts to the third party. Ring Mountain and its employees are not paid referral fees by any third parties for referring clients to such third parties. Ring Mountain does not direct brokerage transactions to any broker-dealer in exchange for client referrals. Item 15 Custody Ring Mountain does not maintain physical custody of client funds or securities. Clients are required to set up their investment accounts with a custodian. Each client has a direct relationship with its custodian and may make deposits to and withdrawals from its account. Ring Mountain is generally authorized by the client to receive payment of its management fees directly from the client’s account, and accordingly may be deemed to have custody. If Ring Mountain deducts its fees directly from any account: (1) Ring Mountain’s written agreement with the client authorizes such deduction; and (2) Ring Mountain sends the client’s custodian an invoice of the amount to be deducted. The custodian of each client account sends account statements at least quarterly to the client. Each client should carefully review those statements and compare them with the statements, if any, that such client receives directly from Ring Mountain. Investment Discretion Item 16 Ring Mountain has discretionary authority to select the brokers or dealers to be used for client accounts, negotiate such brokers’ or dealers’ commissions, and otherwise manage investment accounts on behalf of clients pursuant to a grant of authority in each client’s account agreement. Such discretion is limited by the requirement that clients advise Ring Mountain of: 17  the investment objectives of the account; • any changes or modifications to those objectives; and • any specific investment restrictions relating to the account. • A client must promptly notify Ring Mountain in writing if the client considers any investments recommended or made for its account to violate such objectives or restrictions. A client may at any time direct Ring Mountain to sell any securities or take such other lawful actions as the client may specify to cause the account to comply with the client’s investment objectives. In addition, a client may notify Ring Mountain at any time not to invest the client’s account in specific securities or specific categories of securities. With respect to non-discretionary accounts, Ring Mountain will secure each such account’s permission prior to effecting securities transactions for the account. Item 17 Voting Client Securities Ring Mountain’s does not vote proxies on behalf of its accounts, and its investment management agreements provide that Ring Mountain is not responsible for voting proxies of securities held in client accounts. Clients should instruct their custodians to forward all proxy materials to the clients. Ring Mountain forwards to the client any proxy materials that it receives with respect to that client’s account. Any client may obtain a copy of Ring Mountain’s proxy voting policy by contacting Scott R. Arwin. Financial Information Item 18 Ring Mountain does not require or solicit prepayment of its management fees from clients six or more months in advance. There are no known adverse conditions related to Ring Mountain’s finances that are likely to impair its ability to meet its contractual commitments to its clients. Ring Mountain has not been the subject of a bankruptcy filing in the last ten years. Privacy Policy Ring Mountain: • collects non-public personal information about its clients from the following sources: information received from clients on applications or other forms, and • information about clients’ transactions with Ring Mountain or others; • 18  • does not disclose any non-public personal information about its clients or former clients to anyone, except as permitted by law; • restricts access to non-public personal information about its clients to its employees who need to know that information to provide services to clients; and • maintains physical, electronic and procedural safeguards that comply with federal standards to guard clients’ and investors’ personal information. 19 8013487