Trailhead Planners, LLC

Item 1 - Cover Page FORM ADV – PART 2A INFORMATION TRAILHEAD PLANNERS, LLC 5151 Edina Industrial Blvd Suite 200 Edina, MN 55439 Phone (503) 773-9682 website: www.trailheadplanners.com July 6, 2026 This Brochure provides information about the qualifications and business practices of Trailhead Planners, LLC (“Adviser”). If you have any questions about the contents of this Brochure, please contact us at (503) 773-9682. 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. The term registered does not imply a certain level of skill or training. Trailhead Planners, LLC is a registered investment adviser. Registration of an investment adviser does not imply any level of skill or training.Additional information about Adviser, including a copy of its Form ADV Part 1, is available on the SEC's website at www.adviserinfo.sec.gov. You can search this site by a unique identifying number, known as a CRD number. Trailhead Planners, LLC’s CRD number is 284610. 1  Item 2 - Summary of Material Changes Since the most recent filing of Form ADV dated January 28, 2026, Trailhead has updated its ownership structure. Please see Item 4 for details. We will ensure that you receive a summary of material changes, if any, to this and subsequent disclosure brochures within 120 days of our fiscal year ends. Our fiscal year ends on December 31st, so you will receive the summary of material changes, if any, no later than April 30th each year. We may also provide other ongoing disclosure information about material changes as necessary. 2  Item 3 - Table of Contents Item 1 - Cover Page ...................................................................................................................................................................1 Item 2 - Summary of Material Changes ..................................................................................................................... 2 Item 3 - Table of Contents .................................................................................................................................................... 3 Item 4 - Advisory Business ................................................................................................................................................. 4 Item 5 - Fees and Compensation .................................................................................................................................. 9 Item 6 - Performance Based Fees and Side-by-Side Management ...................................................... 13 Item 7 - Types of Clients/Minimum Account Size .............................................................................................. 13 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss ................................................ 13 Item 9 - Disciplinary Information .................................................................................................................................. 16 Item 10 - Other Financial Industry Activities and Affiliations ...................................................................... 16 Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................................................... 17 Item 12 - Brokerage Practices ......................................................................................................................................... 17 Item 13 - Review of Accounts and Reports .............................................................................................................18 Item 14 - Client Referrals and Other Compensation ........................................................................................ 19 Item 15 - Custody ..................................................................................................................................................................... 19 Item 16 - Investment Discretion .................................................................................................................................... 19 Item 17 - Voting Client Securities ................................................................................................................................ 20 Item 18 - Financial Information ...................................................................................................................................... 21 3  Item 4 - Advisory Business Trailhead Planners, LLC (“Adviser”) is a registered investment adviser with the Securities and Exchange Commission (“SEC”). Adviser has been providing investment advice since October 2016. Adviser provides investment management, financial planning, tax planning, tax preparation, and consulting services to a wide variety of clients. Adviser is owned by William Mulvahill and Morgan Ranstrom. Adviser does not control any other firm. The advisory services of Adviser are described below in detail. We are a fee-only, independent firm. This means that we agree to restrict our compensation solely and exclusively to the professional fees we receive directly from our clients. We do not accept any sales commissions, referral fees, or other forms of compensation from any third parties. We also do not have any relationship with any brokerage, insurance, or mutual fund company. In addition, we hold ourselves to a fiduciary standard, which means Trailhead Planners, LLC, and its associates act in the utmost good faith in what we believe is in the best interest of our clients. As fiduciary investment advisors, we are legally required to put our clients first. Comprehensive Financial Planning Services The primary service provided by Trailhead Planners is ongoing, comprehensive financial planning, which we call Guided Wealth Management. This service involves working one-on-one with a Trailhead Financial Planner (“Planner”) over an extended period of time to develop and implement the Client’s plan. Trailhead attempts to break down financial planning into manageable pieces to encourage Clients to follow through with recommendations and steadily progress toward their financial goals. Clients will typically address four to six key topics during the initial year, depending on their individual situation, and generally two to four scheduled meetings during future years. Meetings are typically in-person but may be conducted by telephone or through other secure remote meeting technology, depending on Client availability and preference. In addition to scheduled meetings, face-to-face, e-mail, and/or phone consultations are included at no additional charge. As the relationship matures, meetings are generally less frequent, and topics are often combined. The focus of meetings also shifts as initial tasks are completed and changes occur in Clients’ lives. In general, the financial planning process will address any or all of the following areas of concern. The Client and Planner will work together to select the specific areas to cover. These areas may include, but are not limited to, the following: • Financial Goals: We will help Clients identify financial goals and develop a plan to reach them. We will identify what you plan to accomplish, what resources you will need to make it happen, how much time you will need to reach the goal, and how much you should budget for your goal. • Tax Planning Strategies: Advice may include ways to minimize current and future income taxes as a part of your overall financial planning picture. For example, we may make recommendations on which type of accounts or specific investments should be owned based in part on their “tax efficiency,” with consideration that there is always a possibility of future changes to federal, state, or local tax laws and rates that may impact your situation. Investment Analysis: This may involve developing an asset allocation strategy • 4  to meet Clients’ financial goals and risk tolerance, providing information on investment vehicles and strategies, reviewing employee stock options, as well as assisting you in establishing your own investment account at a selected broker/dealer or custodian. The strategies and types of investments we may recommend are further discussed in Item 8 of this brochure. • Cash Flow and Debt Management: We will conduct a review of your income and expenses to determine your current surplus or deficit along with advice on prioritizing how any surplus should be used or how to reduce expenses if they exceed your income. Advice may also be provided on which debts to pay off first based on factors such as the interest rate of the debt and any income tax ramifications. We may also recommend what we believe to be an appropriate cash reserve that should be considered for emergencies and other financial goals, along with a review of accounts (such as money market funds) for such reserves, plus strategies to save desired amounts. • Risk Management: A risk management review includes an analysis of your exposure to major risks that could have a significant adverse impact on your financial picture, such as premature death, disability, property and casualty losses, or the need for long-term care planning. Advice may be provided on ways to minimize such risks and about weighing the costs of purchasing insurance versus the benefits of doing so and, likewise, the potential cost of not purchasing insurance (“self-insuring”). • Insurance: Review of existing policies to ensure proper coverage for life, health, disability, long-term care, liability, home, and automobile. • Employee Benefits Optimization: We will provide review and analysis as to whether you, as an employee, are taking the maximum advantage possible of your employee benefits. If you are a business owner, we will consider and/or recommend the various benefit programs that can be structured to meet both business and personal retirement goals. • Estate Planning: This usually includes an analysis of your exposure to estate taxes and your current estate plan, which may include whether you have a will, powers of attorney, trusts, and other related documents. Our advice also typically includes ways for you to minimize or avoid future estate taxes by implementing appropriate estate planning strategies such as the use of applicable trusts. We always recommend that you consult with a qualified attorney when you initiate, update, or complete estate planning activities. We may provide you with contact information for attorneys who specialize in estate planning when you wish to hire an attorney for such purposes. From time-to- time, we will participate in meetings or phone calls between you and your attorney with your approval or request. • College Savings: Includes projecting the amount that will be needed to achieve college or other post-secondary education funding goals, along with advice on ways for you to save the desired amount. Recommendations as to savings strategies are included, and, if needed, we will review your financial picture as it relates to eligibility for financial aid or the best way to contribute to grandchildren (if appropriate). • Retirement Planning: Our retirement planning services typically include 5  projections of your likelihood of achieving your financial goals, typically focusing on financial independence as the primary objective. For situations where projections show less than the desired results, we may make recommendations, including those that may impact the original projections by adjusting certain variables (e.g., working longer, saving more, spending less, taking more risk with investments). If you are near retirement or already retired, advice may be given on appropriate distribution strategies to minimize the likelihood of running out of money or having to adversely alter spending during your retirement years. • Business Planning: As part of clients’ personal financial plan, we evaluate and discuss small business ownership, which may include business formation, business exit, business operation, and/or tax planning. We also consult on retirement plans for small businesses. • Tax Preparation: Comprehensive Financial Planning services may include the preparation of the individual annual tax return by either Trailhead or an outside service provider. The Adviser or outside service provider shall compute the amount of tax or refund due on the basis of the information furnished by the Client for all individual federal, state, and local income taxes. The Adviser or outside service provider shall prepare the forms and schedules necessary to properly report the Client’s personal income, adjustments, expenditures, deductions, exemptions, and other information required for individual returns. The planner may also, as requested, recommend changes to the client’s investment portfolio or plan, either in writing or verbally. Changes in the client’s financial condition, personal circumstances, goals, or general economic conditions may trigger changes in the plan. To the extent material changes have occurred to a client’s circumstances or goals or to the extent a client requests a new project, the client will be asked to sign a new Services Agreement. The client may initiate contact with the client’s Planner as often as needed and the Planner will schedule conferences as needed, usually no less than annually. Clients decide which investment recommendations to accept and implement. Clients are also free to select any brokerage, insurance, or other product provider to purchase (or sell) the investments, insurance, or other products discussed with planner. All planning is based on information provided by the client. It is the client’s responsibility to be certain Adviser has current and accurate information to enable Adviser to prepare the initial plan, and it is the client’s responsibility to inform the Adviser of material changes affecting the investments and planning strategies implemented so the Planner has them for future reference. Project Based Financial Planning In addition to ongoing comprehensive financial planning, we provide project-based financial planning services, which we call Three Steps to Embark. Project-based financial planning services are paid for on a fixed fee basis. The services are narrower in scope and usually focus on some, but not all of the topics listed above. The service includes various Client consultations as well as written and/or oral recommendations resulting from such consultations. 6  Project-based financial planning services do not constitute a comprehensive financial planning engagement, and we do not provide ongoing financial or investment advice or implementation assistance following completion of the project. If a client wishes to upgrade to an ongoing, comprehensive financial planning relationship, they may sometimes receive credit toward the ongoing, comprehensive financial planning fees for some amounts paid under project-based financial planning agreements for the past six months. Retirement Plan Consulting Services Adviser makes available consulting services to retirement plan sponsors. Adviser may enter into agreements with employers that provide qualified retirement plans (“Plan”) with various advisory services. Adviser typically provides the following services: • assist Client with setting up the plan directly with a brokerage firm ("Custodian") and the use of a third party 401(k) plan administrator; • advise Client about mutual funds and other investment alternatives that are consistent with the investment categories allowable under the Plan; • meet with representatives of Client, at intervals mutually acceptable to Client and Adviser, to discuss the Plan's investment performance and investment selections; • monitor investments in the Plan’s accounts with account custodians (each, an "Account”) and recommend investment selections; • conduct enrollment/informational/educational group meetings with Plan Participants at initial installation of the Plan, and periodically thereafter as mutually agreed between Client and Adviser regarding: (i) general investment concepts; (ii) investment performance of selected investments; and (iii) investment strategies appropriate to various investor profiles and objectives; and • provide individual investment counseling and advice (which may include, without limitation, specific investment recommendations) in one-on-one meetings with Plan Participants and beneficiaries requesting such advice in the scope and at the times mutually agreed between Client and Adviser. When providing these services to Participants, the following shall be included: (i) General education about investment options; (ii) Determine a participant's investment objective; (iii) Review a participant's other investments, assets, and liabilities to the extent disclosed; (iv) Plan investment recommendations consistent with participant's objective; and (v) Instruction on how to place investment orders. All advice provided by Adviser and its Representatives is based upon the reliability of the information provided to Adviser by the Plan and its participants. It is the client’s responsibility to be certain Adviser has current and accurate information, and it is the 7  client’s responsibility to inform the Representative of material changes affecting the investments and planning strategies implemented so the Representative has them for future reference. Discretionary Investment Management Services Adviser provides clients with portfolio management and reporting services by means of its Discretionary Management Services program. Clients receive investment analyses, investment recommendations, quarterly statements reflecting holdings and transactions, and ongoing account monitoring services by Adviser Representatives allowed to provide the services. Securities managed by the firm's Representatives may include stocks, bonds, mutual funds, annuity sub-funds, exchange traded funds, private placements, and convertible securities. Adviser will exercise discretionary trading authority while providing services. This means that Adviser Representatives will have authority to purchase and sell securities of their choice in the amounts and at the times they believe it is suitable for a client’s account to do so. Adviser may also recommend the use of third-party investment managers to manage all, or a portion of the investments within the client's portfolio. Such managers will also have limited discretionary trading authority to place orders. initial The initial investment and asset allocation recommendations are based on the financial information gathered from each client including net worth, risk tolerance, financial goals and objectives, investment restrictions requested by the client, and overall financial conditions. Clients are free to impose reasonable restrictions on the types of investments for their account. Based on this information, the client is provided with investment recommendations designed to provide an appropriate asset mix consistent with the client’s objectives. The client’s portfolio and its performance are monitored by the client’s Representative in light of the client’s stated goals and objectives. The frequency of these reviews and transactions made for a client’s account are determined by the Representative but are at least quarterly. Adviser Representatives typically meet with the client on an as-needed or as- requested basis to discuss the portfolio and other aspects of the service. Clients are free to contact their Representative at any time if they have questions about their accounts. Additional details regarding the Adviser’s model portfolios can be found in Item 8. Securities are not held by Adviser. Instead, all securities managed by Adviser are held at a qualified custodian ("Custodian") through which transactions are placed. including using conservative Adviser does not assure or guarantee the results of its Discretionary Management Services; thus, losses can occur from following Adviser’s advice pertaining to any investment or investment approach, investment strategies. As of December 31, 2025, Trailhead Planners manages $187,630,496 in discretionary assets and no non-discretionary assets, and we provide investment advice to clients on additional assets that we do not directly manage. We do not participate in wrap fee programs. Business Planning We provide consulting services for Clients who currently operate their own business, are considering starting a business, or are planning for an exit from their current 8  business. Under this type of engagement, we work with you to assess your current situation, identify your objectives, and develop a plan aimed at achieving your goals. This service may include business budget planning, strategic planning, and consists of regular finance meetings in which we review the financial statements of the business. Additionally, we may evaluate the cash reserves of the business and assist business owners with creating KPIs (Key Performance Indicators) to be used as metrics for evaluating the ongoing health of the business. Additional Information We offer the same suite of services to all our clients. However, the financial planning process, and related recommendations and implementation, is customized for each Client’s current situation. We discuss in detail with the Client critically important information such as the Client’s risk tolerance, time horizon, personal values, and projected future needs, to formulate an investment policy. This policy guides us in objectively and suitably managing the Client’s account. We meet with Clients as needed to review portfolio performance, discuss current issues, and re-assess goals and plans. Clients may impose restrictions on investing in certain securities or types of securities. We consider such restrictions when preparing the investment strategy. Item 5 - Fees and Compensation Fees paid to Adviser are for Adviser’s advisory services only. The fees do not include, for example, the fees charged by third parties such as third-party managers, or accountants and attorneys assisting with providing the Client with accounting and legal advice. Commissions on transactions and other account fees will also be charged by brokerage firms in accordance with the account’s brokerage firm’s normal commission schedule. See Item 12, Brokerage Practices. Prospective clients should be aware that in addition to Adviser's advisory fees, each mutual fund and exchange traded fund in which a client's assets are invested also pays its own advisory fees and other internal expenses which already have been deducted from the fund's reported performance. Depending on the fund, a client may be able to invest directly in the shares issued by the fund with or without incurring any sales or third-party management fees. Account maintenance fees also are deducted by the custodian. In addition, there may be tax effects pertaining to fund share redemptions, and other sales, recommended by Adviser. Redemptions and sales are taxable events which may accelerate the recognition of capital gains, and losses, and frequent redemptions and sales may result in short-term, rather than long-term, capital gains and losses. The Client should be aware that Adviser feels that its advisory fees are reasonable but that lower fees may be found for comparable services available through other sources. Please note that Adviser’s advisory fees, including any fees charged by third party money manager(s), do not exceed 3% per year. 3 Steps to Embark Financial Planning Engagement The fee for the 3 Steps to Embark Financial Planning Engagements starts at $6,000 with half payable at the commencement of services and half payable within 30 days of the last meeting. The 3 Steps to Embark Financial Planning Engagement consists of an 9  introductory phone call with an adviser, three face-to-face or video chat meetings with an adviser over three months, a written report provided at the third meeting with a summary and action items discussed, and email support during the engagement. The fee is negotiable and/or may be waived in whole or in part by Adviser at its sole discretion. 3 Steps to Embark Financial Planning Engagements may be terminated by either party upon notice. Any prepaid unearned fee will be refunded to the client. Any fee due will be prorated to the date of termination. Comprehensive Financial Planning – Existing Clients For existing clients who have signed on prior to January 1, 2022, our ongoing Financial Planning service consists of an ongoing fixed fee, paid monthly or quarterly in advance, of $6,000.00 to $100,000.00 per year, depending on the complexity and needs of the Client. The fee may be negotiable in certain cases. It is calculated using a sliding scale, which is based on a combination of income, assets, and overall complexity of each Client’s financial situation. Initial fees are clearly stated in the client agreement. In the future, retainer fees may increase as income, complexity, and/or net worth increase. Fee increases will only take effect once the Client indicates their acceptance in writing. Fees for this service may be paid by electronic funds transfer or check. Alternatively, at the discretion of the Client, fees may be debited directly from the Clients’ account by the custodian upon submission of an invoice to the custodian indicating the account number and amount of fees to be paid. This service may be terminated with 30 days’ notice. Upon termination of any account, the fee will be prorated, and any unearned fee will be refunded to the Client. 10  Guided Wealth Management – New Clients For new clients who sign with Trailhead after January 1, 2022, our Guided Wealth Management service bills based on assets under management (AUM) according to the following fee schedule: Value of Assets Under Management Annual Fee Quarterly Fee First $2,000,000 1.25% 0.3125% 1.00% 0.25% Amounts between $2,000,000 & $10,000,000 Amount over $10,000,000 0.50% 0.125% All fees due are set forth in each client’s Investment Advisory Agreement. Advisory fees are payable quarterly in advance and are calculated on the basis of the market value of the investments in the account, including any balances held in money market funds. The fee for the initial quarter is pro-rated for the period that services are provided. Subsequent fees are based upon the market value of the account as of the last business day of the previous quarter. Also, the account balances of related accounts may, at Adviser’s discretion, be combined for fee calculation purposes. The quarterly fee is adjusted based on net capital flows from the previous quarter in excess of $25,000. Upon termination of the Agreement, any pre-paid advisory fees will be prorated, and any unearned fee will be prorated and refunded. The Investment Advisory Agreement may be terminated by ten (10) days’ advance notice by the client to Adviser. The Investment Advisory Agreement may be terminated by ten (10) days’ advance written notice by Adviser to the client. All fees are negotiable at Adviser's discretion. Adviser may amend its fee schedule upon thirty (30) days’ advance written notice to the client. Fees payable to Adviser for Guided Wealth Management, with the client’s prior permission, may be automatically deducted from the client's account when due. The client will receive a report from the custodian that details the assets under management and the fee amount debited to the client account. Adviser will liquidate money market shares to pay the fee and, if money market shares or cash value are not available, other investments will be liquidated. Authorization for the deduction of fees from the managed account is contained in the Investment Advisory Agreement. The client may terminate the authorization for automatic deduction at any time by notifying Adviser in writing. The client may also choose to be directly billed for Adviser services fees. Financial Planning Hourly Fee Fees charged for hourly financial planning are negotiable and are based on a fixed fee per project basis or on an hourly fee basis. The hourly rate ranges from $300 to $500. Total fees are determined by each Adviser Representative estimating the complexity 11  of the client’s circumstances, the level of skill required to perform the service, and the amount of time that will be required to perform research, analysis, and plan preparation. The estimated fee is disclosed to the client prior to contract signing. The fee is payable upon commencement of services. No more than $500 is billed more than six months in advance. The fee may be waived in whole or in part by Adviser at its sole discretion. Financial Planning Services may be terminated by either party upon notice. Any prepaid unearned fee will be refunded to the client. Any fee due will be prorated to the date of termination. The fees described above may change based on special situations such as an expansion of a project, increase in the number of reviews, more specialized needs of the client, more complex planning, or more detailed reporting. Before such a change may be made, the client is given 30 days’ prior written notice. Fees do not include product transaction commissions, or the fees for third-party professional services, e.g., investment managers, attorneys, accountants, or other third parties. Retirement Plan Consulting Services Fees Adviser’s fees for Retirement Plan Consulting Services shall be paid as a percentage of plan assets or a fixed annual fee. Such fees generally range from 0.25% to 1.25% annually, calculated quarterly and billed quarterly in advance. The amount due is calculated based upon the value of the Plan’s assets at the end of each previous calendar quarter. The client may terminate Retirement Plan Consulting Services by giving 30 days’ notice to Adviser; all prepaid fees will be prorated and refunded, and any fees due will also be prorated. Adviser may terminate by giving 60 days’ written notice to client. Adviser may amend its Retirement Plan Consulting Services fees upon thirty (30) days’ advance written notice to the client. Discretionary Management Services Fees Trailhead does not charge a separate advisory fee for providing investment advisory services to our ongoing, comprehensive financial planning Clients. These services are included within our comprehensive financial planning or Guided Wealth Management fees, outlined above. When investment management services are provided to Clients who do not receive our comprehensive financial planning service, our standard advisory fee is based on a percentage of assets under management (“AUM”) up to 1.25% per annum with a quarterly minimum, set at our discretion. The quarterly fee is calculated based on the amount of assets under management as of the last day of the previous quarter and is a blended tiered fee. The quarterly fee is adjusted based on net capital flows from the previous quarter in excess of $25,000. All fees due are set forth in each client’s Investment Advisory Agreement. Advisory fees are payable quarterly in advance and are calculated on the basis of the market value of the investments in the account, including any balances held in money market funds. The fee for the initial quarter is pro-rated for the period that services 12  are provided. Subsequent fees are based upon the market value of the account as of the last business day of the previous quarter. Also, the account balances of related accounts may, at Adviser’s discretion, be combined for fee calculation purposes. Upon termination of the Agreement, any pre-paid advisory fees will be prorated, and any unearned fee will be prorated and refunded. No pre-paid fee is returned based upon partial withdrawals by a client. The Investment Advisory Agreement may be terminated by ten (10) days’ advance notice by the client to Adviser. The Investment Advisory Agreement may be terminated by ten (10) days’ advance written notice by Adviser to the client. All fees are negotiable at Adviser's discretion. Adviser may amend its fee schedule upon thirty (30) days’ advance written notice to the client. Fees payable to Adviser for Discretionary Management Services, with the client’s prior permission, may be automatically deducted from the client's account when due. The client will receive a report from the custodian that details the assets under management and the fee amount debited to the client account. Adviser will liquidate money market shares to pay the fee and, if money market shares or cash value are not available, other investments will be liquidated. Authorization for the deduction of fees from the managed account is contained in the Services Agreement. The client may terminate the authorization for automatic deduction at any time by notifying Adviser in writing. The client may also choose to be directly billed for Adviser services fees. We reserve the right to negotiate all fees. Adviser Representatives do not receive any additional compensation for providing advisory services other than what is discussed above. Business Planning Fees for the business planning service are paid quarterly in advance, and range between $1,000 and $25,000 per quarter. Fees for this service may be paid by electronic funds transfer or check. Fees for this service are negotiable based on complexity and needs of the client. Alternatively, at the discretion of the Client, fees may be debited directly from the Clients’ account by the custodian upon submission of an invoice to the custodian indicating the account number and amount of fees to be paid. This service may be terminated with 30 days’ notice. Upon termination of any account, the fee will be prorated, and any unearned fee will be refunded to the Client. Item 6 - Performance Based Fees and Side-by-Side Management Adviser does not charge any performance-based fees. All fees are disclosed above. Item 7 - Types of Clients/Minimum Account Size Adviser makes its advisory services available to a variety of clients including, but not limited to, individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and other business entities. Adviser does not require a minimum account size, but there may be minimum account sizes and fees for the services offered by third-party managers, if used. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss Adviser's security analysis methods include, but are not limited to, Cyclical analysis, Fundamental analysis, Modern Portfolio Theory, and Technical analysis. Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. 13  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. Technical analysis involves the analysis of past market data; primarily price and volume. Modern Portfolio Theory is a theory of investment that attempts to maximize portfolio expected return for a given amount of portfolio risk, or equivalently minimize risk for a given level of expected return, each by carefully choosing the proportions of various assets. The underlying principles of MPT are: • Investors are risk averse. The only acceptable risk is that which is adequately compensated by an expected return. Risk and investment return are related and an increase in risk requires an increased expected return. • Markets are efficient. The same market information is available to all investors at the same time. The market prices every security fairly based upon this equal availability of information. • The design of the portfolio as a whole is more important than the selection of any particular security. The appropriate allocation of capital among asset classes will have far more influence on long-term portfolio performance than the selection of individual securities. • Investing for the long-term (preferably longer than ten years) becomes critical to investment success because it allows the long-term characteristics of the asset classes to surface. • Increasing diversification of the portfolio with lower correlated asset class positions can decrease portfolio risk. Correlation is the statistical term for the extent to which two asset classes move in tandem or opposition to one another. Selection of other Advisers: We may refer Clients to other investment advisers (third- party managers). We recommend third-party managers based on adequate due diligence performed, including the reputation, trading strategies, types of securities, and trade execution practices of their advisers. Passive Investment Management We primarily practice passive investment management. Passive investing involves building portfolios that are comprised of various distinct asset classes. The asset classes are weighted in a manner to achieve the desired relationship between correlation, risk, and return. Funds that passively capture the returns of the desired asset classes are placed in the portfolio. The funds that are used to build passive portfolios are typically index mutual funds or exchange-traded funds. Passive investment management is characterized by low portfolio expenses (i.e. the funds inside the portfolio have low internal costs), minimal trading costs (due to infrequent trading activity), and relative tax efficiency (because the funds inside the portfolio are tax efficient and turnover inside the portfolio is minimal). 14  In contrast, active management involves a single manager or managers who employ some method, strategy, or technique to construct a portfolio that is intended to generate returns that are greater than the broader market or a designated benchmark. Material risks associated with our investment strategies are listed below. Market Risk: Market risk involves the possibility that an investment’s current market value will decline due to a general market decline, reducing the value of the investment regardless of the implementation of investment recommendations. Reinvestment Risk: This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. Market Capitalization: Thinly traded securities (mostly small and medium market capitalization) may trade at low volumes, resulting in limited liquidity. Limited markets: Certain securities may have limited liquidity, resulting in higher volatility, and the inability of the adviser to receive a favorable price on behalf of the client. Concentration Risk: A buy and hold strategy, or a request from the client may lead to circumstances in which the portfolio is comprised of a high concentration of the same security. In this instance, the client is exposed to risks associated with lack of sufficient diversification. Interest Rate Risk: Bond yields (interest rates), and bond prices are inversely related. In general, fixed income securities with longer maturities are more sensitive to these price changes. Interest rate changes impact bond prices, resulting in the risk of a declining value in the security. Legal or Legislative Risk: Legislative changes may impact the value of investments, or the securities’ claim on the issuer’s assets and finances. Inflation Risk: Inflation may decrease the buying power of the investments in your portfolio, even if the dollar value of your investments remains the same. Financial Risk: Excessive borrowing to finance a business’ operations increases the risk to profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. Risks Associated with Securities Common stocks are traded on exchanges as equity securities, and are subject to change in price based on a variety of factors, such as volume of shares outstanding, performance of the company or entity, etc. These securities are priced intraday. Multiple factors combined with current economic conditions will impact the price of all stocks. Mutual Funds – When a client invests in open-end mutual funds or ETFs, the Client indirectly bears its proportionate share of any fees and expenses payable directly by those funds. Therefore, the Client will incur higher expenses, many of which may be duplicative. Closed-end mutual funds offer limited liquidity, such that the adviser may not be able to receive the desired execution and price. 15  Alternative Investments – The performance of alternative investments (limited partnerships) can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Client should only have a portion of their assets in these investments. 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 specific requirements or other long-term goals. An annuity is not a life insurance policy. Variable Annuities – If Client purchases a variable annuity that is part of the program, client will receive a prospectus and should rely solely on the disclosure contained in the prospectus with respect to the terms and conditions of the variable annuity. Client should also be aware that certain riders purchased with a variable annuity may limit the investment options and the ability to manage the subaccounts. Variable annuities are designed to be long-term investments, to meet retirement and other long-term goals. Variable annuities are not suitable for meeting short-term goals because substantial taxes and insurance company charges apply if money is withdrawn early. Variable annuities also involve investment risks, like mutual funds. Exchange Traded Fund (ETF) prices fluctuate significantly from the Net Asset Value due to market conditions. Certain Exchange Traded Funds may not track underlying benchmarks as expected. The Adviser has no control over the risks taken by the underlying funds in which the Clients invest. Municipal Bonds are debt obligations issued to obtain funds for various public purposes. As a result, municipal bonds offer the benefit of tax-favored status to the investor. Therefore, investors should seek tax advice as it pertains to the after-tax benefits of investing in municipal bonds. Corporate Bonds are debt securities leveraged by corporations to borrow money. The market prices of these securities fluctuate depending on factors such as interest rates, credit quality, and maturity. All of these factors contribute to the value of the underlying security. Options and other derivatives carry many unique risks, including time-sensitivity, and can result in the complete loss of principal. The most conservative options strategy is selling covered calls (investor sells the derivative while in possession of the underlying stock). When selling covered calls, there is a risk the underlying position may be called away at a price lower than the current market price. Item 9 - Disciplinary Information Adviser does not have any disciplinary information to report regarding itself or any of its counselors or other related persons. Item 10 - Other Financial Industry Activities and Affiliations Adviser may recommend third party investment advisers. In all such cases Adviser will only recommend third party advisers that are registered or exempt from registration in the client's jurisdiction. The firm and its management persons are not registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker- 16  dealer. The firm and its management persons are not registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. In some cases, Adviser provides tax preparation services as part of their Comprehensive Financial Planning Services. In Adviser’s tax preparation work, Adviser does not have signatory authority of a client’s account. Item 11 - Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Adviser has developed a Code of Ethics applicable to all persons who have access to confidential client records or to recommendations being made for client accounts. Designed to prevent conflicts of interest between the financial interests of clients and the interests of the firm’s staff, the Code requires, among other procedures, such “access persons" to report transactions quarterly and to report all securities positions in which they have a beneficial interest at least annually. These reporting requirements allow supervisors at the firm to determine whether to allow or prohibit certain employee securities purchases and sales based on transactions made, or anticipated to be made, in the same securities for clients’ accounts. The Code is required to be reviewed annually and updated as necessary. A complete copy of the firm’s Code will be provided upon a client or prospective client’s request. Adviser or any related person does not recommend to clients or buys or sells for clients’ accounts investment in which the adviser or related persons has a material financial interest. Adviser or its “related persons” may buy or sell securities similar to, or different from, those we recommend to Clients for their accounts. In an effort to reduce or eliminate certain conflicts of interest involving the firm or personal trading, our policy may require that we restrict or prohibit associates’ transactions in specific reportable securities transactions. Any exceptions or trading pre- clearance must be approved by the firm principal in advance of the transaction in an account, and we maintain the required personal securities transaction records per regulation. From time to time, Adviser or its “related persons” may buy or sell securities for themselves at or around the same time as Clients. We will not trade non-mutual fund securities 5 days prior to the same security for Clients. Any material conflicts of interest have been disclosed in ADV Parts 1, 2A, and 2B. Item 12 - Brokerage Practices When selecting a broker-dealer, Adviser looks for overall level of services and support provided to clients, including efficiency of executions, commissions and other service charges, research provided, privacy controls, reports to clients, and other services. Although they generally do not exercise discretion to select brokerage firms, Adviser Representatives typically recommend the custodial and transaction services of Schwab Advisor Services, a broker-dealer, member SIPC/FINRA (“Schwab”). Adviser has chosen Schwab based on them meeting the criteria noted above, which outweigh the potentially lower costs that may be available from other brokerage service providers. Annually, Adviser conducts a due diligence review of Schwab along with other custodians to assess the level of service and cost efficiencies. 17  Clients should be aware that there is no direct link between Schwab and Adviser in connection with the advice Adviser gives to clients. Adviser receives economic benefits through the custody and operating relationships it has with Schwab that are not typically available to retail investors. These benefits include the following products and services provided to Adviser without cost or at a discount: duplicate client statements and confirmations, research related products and tools, consulting services, access to a trading desk serving Representatives, access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares directly to or from client accounts), the ability to have advisory fees deducted directly from client accounts, access to an electronic communications network for client order entry and account information, access to mutual funds with no transaction fees, and discounts or no fees on compliance, marketing, research, technology, and practice management products and services provided by third- party vendors. Schwab may also pay for business consulting, professional services, and research received by Adviser affiliated persons and may also pay or reimburse expenses (travel, lodging, meals, and entertainment expenses) for Adviser personnel to attend conferences or meetings relating to their service platforms or to their advisor custody and brokerage services generally. Some of these products and services made available by Schwab may benefit Adviser but may not benefit its clients. Such other services made available by Schwab are intended to help Adviser manage and further develop its business enterprise, and such services may or may not depend on the amount of brokerage transactions directed to them. Clients should be aware that the receipt of economic benefits by Adviser described above, in and of itself, creates a potential conflict of interest and may directly or indirectly influence Adviser's recommendation of those service providers for custody and brokerage service. Thus, the receipt of these services creates an incentive and conflict of interest for Adviser when it recommends the services of Schwab. Other than the services described above, Adviser and its Representatives do not direct transactions and the commissions they generate (soft dollars) to brokerage firms or other parties to receive research or other benefits. Adviser does not process transactions through Schwab in return for Schwab referring new clients to Adviser. Adviser may combine similar client orders into one aggregate order for the purpose of obtaining an average price for all customers participating in the order. Item 13 - Review of Accounts and Reports For clients receiving Financial Planning Services, a written project report or comprehensive financial plan is prepared in the scope requested by the client during the initial interview and subsequent counseling sessions. Reviews of financial plans are performed from time to time by the Adviser and the Adviser’s planning staff at the times requested by a client and as the Adviser deems appropriate. More than one Representative may be involved in the development of a plan, and, with the client’s permission, the client’s legal and accounting professionals may be involved. When outside professionals become involved in the planning process, the cost of the outside professionals is the responsibility of the client. Clients receiving Guided Wealth Management or Discretionary Management Services receive reports at least quarterly from their account’s custodian. The client may receive 18  a written performance report as often as is agreed upon between the client and Adviser, but not more often than quarterly. The client’s portfolio is regularly reviewed by the client’s Adviser Representative as frequently as agreed upon by the client and the Representative, or more frequently if the Representative determines, to ensure the investments in the account are in line with the client’s stated investment policy guidelines. Clients are encouraged to compare the information on any account statement received from Adviser to that shown on custodial statements. All reviews are performed by the firm’s partners Morgan Ranstrom and/or William Mulvahill. Each client has a primary advisor, and the primary advisor is responsible for reviews. Adviser reviews client’s financial plan at least annually, or when client’s circumstances change. Item 14 - Client Referrals and Other Compensation Adviser does not receive any economic benefits from non-clients for providing investment advisory services. From time to time, Adviser may pay a fee to a third-party marketing service for promoting the adviser. Also, as indicated above, the firm does not direct brokerage transactions to any third party in return for client referrals. See Item 12 for information regarding economic benefits Adviser receives from the Adviser’s custodian, Schwab Advisor Services. Item 15 - Custody Adviser does not take custody of client funds or securities. These safekeeping services are typically provided to managed accounts only by the custodian processing the securities transactions. It is important that clients carefully review the statements received from their account custodian. To the extent a client receives any account or other investment ownership statement from Adviser, Adviser recommends the client carefully compare the information in the report to that in the custodian’s statements. Adviser withdraws advisory fees directly from clients’ accounts and complies with the following safeguards to avoid custody: • Adviser has custody of the funds and securities solely as a consequence of its authority to make withdrawals from client accounts to pay its advisory fee. • Adviser has written authorization from the client to deduct advisory fees from the account held with the qualified custodian. • Each time a fee is directly deducted from a client account, Adviser concurrently: 1. Sends the qualified custodian an invoice or statement of the amount of the fee to be deducted from the client’s account; and 2. Sends the client an invoice or statement itemizing the fee. Itemization includes the formula used to calculate the fee, the value of the assets under management on which the fee is based, and the time period covered by the fee. Item 16 - Investment Discretion 19  When providing Discretionary Management Services, Adviser Representatives may exercise discretion when granted authority in writing by clients, and most clients grant discretionary authority to Adviser when they sign an Investment Advisory Agreement. Adviser does not exercise discretion without an agreement. Also, those using such authority for the firm must adhere to investment types and strategies allowed by Adviser. By doing so Adviser is allowed to select the securities to buy and sell, the amount to buy and sell, and when to buy and sell, without obtaining specific consent from the client for each trade. Client may limit the discretionary authority granted by putting investment restrictions on their account. Clients should be aware that Representatives may make different recommendations and effect different trades with respect to the same securities and insurance to different advisory clients. Commissions and execution of securities transactions implemented through the custodian/broker dealer recommended by Adviser may not be better than the commissions or execution available if the client used another brokerage firm. However, Adviser believes that the overall level of services and support provided to the client by custodians and broker-dealers whom Adviser recommends outweighs the potentially lower costs that may be available from other brokerage service providers. Depending on the service agreement, third-party managers used to manage client accounts or portions of client accounts may be hired or terminated by Adviser using discretionary authority granted to Adviser by a client. Such third-party managers also have authority granted by the client to purchase and sell securities at their discretion. When exercising discretion, Adviser may combine orders for more than one client’s account to form a “block” order for the purpose of seeking a better price and/or execution. When a block order is executed, the broker/dealer executing the order typically allocates an average execution price to all shares in the block order, which Adviser then allocates to each customer’s account position on a pro rata basis. Should a block order only be partially filled, available shares are distributed in a manner fair to all accounts. If a client directs Adviser to effect transactions through a particular broker/dealer, Adviser will do so. However, such an instruction may have implications to the client which may include incurring transaction costs and commissions that may be higher or lower than if the instruction had not been given. Also, restricting Adviser to particular broker/dealers may limit Adviser's ability to include a client account order within block orders to obtain the best price or execution. In addition, if Adviser is effecting transactions in a security for clients by means of a block order, as well as an order in the same security for a client who has directed Adviser to use a particular broker/dealer, Adviser will effect the block order immediately prior to effecting the directed brokerage trade. Thus, clients directing Adviser to use a particular broker/dealer may not receive the same average price for securities bought or sold that would be received if the order was part of a block order. In those instances where an order error occurs by Adviser, it is Adviser’s policy to reverse the order to make the client’s account whole. If Adviser makes a trade error that results in a gain to a client, and the gain can be attributed to a client, the client is entitled to keep the gain. If Adviser makes a trade error that results in a gain to a client and the gain cannot be attributable to a particular client, Schwab maintains the gain in Adviser’s error account to be used to offset any future trading error losses. Adviser may also direct Schwab to donate any gains in the error account to a charity. Item 17 - Voting Client Securities 20  In accordance with its fiduciary duty to clients, Adviser has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that Adviser receives will be treated in accordance with these policies and procedures. If given discretion by our clients, Adviser will vote by proxy for individual securities held in our clients’ accounts. For all other securities managed by outside managers, Adviser will not vote by proxy, as the individual fund managers will have discretion to do so on behalf of our clients. Adviser will not vote (by proxy or otherwise) in any matter for which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in the client’s account. With regard to all other matters for which shareholder action is required or solicited with respect to securities beneficially held by the client’s account such as (i) all matters relating to class actions, including without limitation, matters relating to opting in or opting out of a class and approval of class settlements and (ii) bankruptcies or reorganizations, Adviser affirmatively disclaims responsibility for voting (by proxies or otherwise) on such matters and will not take any action with regard to such matters. A copy of Adviser’s proxy voting policies and procedures, as well as specific information about how Adviser has voted in the past, is available upon written request. Upon written request, clients can also take responsibility for voting their own proxies or can give Adviser instructions about how to vote their respective shares. Item 18 - Financial Information Adviser does not require or solicit fees of more than $1200 six months or more in advance, thus no financial statement for Adviser is attached. Adviser does not have any financial condition that is reasonably likely to impair its ability to meet its contracted commitment to any client. Adviser has not been the subject of a bankruptcy petition. Additional Information Adviser maintains a Business Continuity Plan (BCP) which details procedures in the event of an emergency or significant business disruption. The procedures include emergency contact information for Adviser staff, data back-up locations, and contacting clients in the event of the incapacitation or death of an Adviser Representative. 21