Donald W. Nicholson & Associates, Ltd. (“Donald W. Nicholson & Associates” or “the firm”) was founded by Donald W. Nicholson in 1987. In 1988, the company registered as an investment adviser. The owner of the firm is Donald W. Nicholson, President, and the firm’s main office is located in Wilmington, Delaware. Don W. Nicholson currently serves on the Public Policy Committee for the National Association of Personal Financial Advisors, which focuses on public policy and advocacy efforts on behalf of the Fee-only planning community. The firm offers the following investment advisory services to its clients: non-discretionary Asset Management Services, Financial Planning Services and Retirement Plan Consulting Services. For any of these services, clients are asked to sign an Engagement Letter, which defines the specific advisory services for which the client has engaged Donald W. Nicholson & Associates. Asset Management Services Under the Asset Management Services offered to clients, Donald W. Nicholson & Associates provides individualized investment advice to clients based upon the client's specific needs. Through personal consultations, the firm gathers specific financial data to develop a client’s personalized profile, which includes a client’s investment objectives, current financial position, risk profile, investment time horizon, tax situation and liquidity needs. The firm reviews the client's personalized profile and based upon this review, determines an appropriate asset allocation for the client that takes into account the client's liquidity needs, portfolio goals, tax objectives and risk tolerance. Donald W. Nicholson & Associates then recommends specific investments to implement the client's recommended asset allocation, incorporating a client’s existing holdings where appropriate. The firm typically recommends use of no-load mutual fund investments to implement asset allocation recommendations, but may also recommend use of other securities or non- securities products as appropriate. As part of the Asset Management Services, the firm provides ongoing continuous monitoring of the client’s portfolio. The firm will review, at least monthly, the performance of the portfolio and its assets to ensure the portfolio continues to meet the client’s objectives. The firm may periodically recommend changes in the portfolio when the performance of the assets, or objectives of the portfolio, are not being met. At least annually, the account shall be reviewed with the client in order to evaluate if any rebalancing of assets is necessary. The firm offers this on-going Asset Management Services to clients on a non-discretionary basis. Institutional Intelligent PortfoliosTM Donald W. Nicholson & Associates also provide some portfolio management services through Institutional Intelligent Portfolios™, an automated, online investment management platform for use by independent investment advisors and sponsored by Schwab Wealth Investment Advisory, Inc. (the “IIP Program” and “SWIA,” respectively). Through the IIP Program, we offer clients a range of investment strategies we have constructed and manage, each consisting of a portfolio of actively managed and passive index mutual funds and exchange traded funds (“ETFs”), as well as a cash allocation. The client’s portfolio is held in a brokerage account opened by the client at SWIA’s affiliate, Charles Schwab & Co., Inc. We are independent of and not owned by, affiliated with, or sponsored or supervised by SWIA, Charles Schwab & Co., Inc., or their affiliates (together, “Schwab”). The IIP Program is described in the Schwab Wealth Investment Advisory, Inc. Institutional Intelligent Portfolios™ Disclosure Brochure (the “IIP Program Disclosure Brochure”), which is delivered to clients by SWIA during the online enrollment process. We, and not Schwab, are your investment advisor and primary point of contact with respect to the IIP Program. We are solely responsible, and Schwab is not responsible, for determining the appropriateness of the IIP Program for you, choosing a suitable investment strategy and portfolio for your investment needs and goals, and managing that portfolio on an ongoing basis. SWIA’s role is limited to delivering the IIP Program Disclosure Brochure to clients and administering the IIP Program so that it operates as described in the IIP Program Disclosure Brochure. We have contracted with SWIA to provide us with the technology platform and related trading and account management services for the IIP Program. This platform enables us to make the IIP Program available to clients online and includes a system that automates certain key parts of our investment process (the “IIP System”). The IIP System includes an online questionnaire that helps us determine your investment objectives and risk tolerance and select an appropriate investment strategy and portfolio. Clients should note that we will recommend a portfolio via the IIP System in response to your answers to the online questionnaire. You may then indicate an interest in a portfolio that is one level less or more conservative or aggressive than the recommended portfolio, but we make the final decision and select a portfolio based on all the information we have about the you. The IIP System also includes an automated investment engine through which we manage your portfolio on an ongoing basis through automatic rebalancing and tax-loss harvesting (if you are eligible and elect to activate this feature). We do not receive a portion of a wrap fee for our services to clients through the IIP Program. Under a wrap fee program, the client generally receives investment advisory services, the execution of securities brokerage transactions, custody, and reporting services for a single specified fee. Clients do not pay fees to SWIA in connection with the IIP Program, but we charge clients a fee for our services as described below under Item 5 Fees and Compensation. Our own advisory fees are not set or supervised by Schwab. Clients do not pay brokerage commissions or any other fees to Charles Schwab & Co., Inc. as part of the IIP Program. Schwab does receive other revenues in connection with the IIP Program, as described in the IIP Program Disclosure Brochure. Bundling asset management fees, brokerage commissions, transaction fees, and custody fees through participation in a wrap fee program may cost the client more or less than purchasing such services separately. We do not pay SWIA fees for its services in the IIP Program so long as we maintain $100 million in client assets in accounts at Charles Schwab & Co., Inc., that are not enrolled in the IIP Program. If we do not meet this condition, then we pay SWIA an annual fee of 0.10% (10 basis points) on the value of our clients’ assets in the Program. This fee arrangement gives us an incentive to recommend or require that our clients with accounts not enrolled in the IIP Program be maintained with Charles Schwab & Co., Inc. Retirement Plan Consulting Services Donald W. Nicholson & Associates also provides retirement plan consulting services, where it provides general investment advice and consulting services to sponsors of self-directed retirement plans. In addition, to the extent requested by the plan sponsor, the firm shall also provide participant education designed to educate participants to enable them to select an appropriate investment strategy for their retirement plan accounts. Prior to engaging the firm, the plan sponsor will be required to enter into a Retirement Plan Consulting Agreement with Donald W. Nicholson & Associates setting forth the terms and conditions of the engagement, describing the scope of the services to be provided, the fee arrangement, and the portion of the fee that is due from the client prior to the firm commencing services. The firm’s fee will be based on a percentage (%) of the assets within the plan. Personal Financial Planning Services The firm also offers Personal Financial Planning to clients. The firm offers a Comprehensive Review or a Limited Review. These financial planning services may or may not include investment advice. The fee for Personal Financial Planning services covers the preparation and presentation of a written financial plan (the “Plan”). Dependent upon the scope of the services to be performed by the firm, the preparation of the Plan involves cooperating with and guiding such clients in gathering, compiling, preparing, and analyzing personal financial data. Our past experience shows that the success of a financial plan lies in the implementation of recommendations. Once the firm presents the Plan to the client, the firm may also recommend financial products or networking with other professionals to implement recommendations made in the Plan. The firm may engage other consultants as may be needed in the preparation of either a Comprehensive or Limited Financial Plan. Comprehensive Review: The comprehensive review will include a review of all seven of the following services: 1. Personal Budgeting 2. Net Worth Analysis 3. Insurance Management 4. Investment Planning 5. Tax Management 6. Estate Management 7. Business Planning The firm will analyze and make recommendations of the client's present financial situation based on these seven comprehensive factors. Personal conferences will be scheduled as needed, and a comprehensive written report, which presents client objectives and a series of specific recommendations for their fulfillment, will be provided. Limited Review: The firm’s primary approach is to address the client's financial planning needs in an in-depth, comprehensive manner, as described above. However, the firm will provide consultations and/or recommendations relative to a specific analysis, if requested by a client. Specific analyses offered by the firm from which the client may choose include: 1. Personal Budgeting 2. Net Worth Analysis 3. Insurance Management 4. Investment Planning 5. Tax Management 6. Estate Management 7. Business Planning General Information Related to Investment Recommendations Donald W. Nicholson & Associates does not limit its investment recommendations to any specific type of product or security. A client’s individual needs and objectives are analyzed to determine appropriate investments and products for the client. Since different types of investments typically involve different types of risk, the firm conducts a risk analysis of the client and his/her overall portfolio, before recommending a certain investment. In general, the firm utilizes no-load mutual funds to implement asset allocation strategies or financial plan recommendations. The firm may also recommend equity investments in individual stocks, mutual funds, and exchange traded funds. Donald W. Nicholson & Associates also provides recommendations on fixed income investments, including individual bond positions, bond mutual funds, certificates of deposit, and fixed income exchange traded funds. In addition, the firm provides advice related to variable and fixed insurance products, and may also provide advice on limited partnership investments. In some cases, the firm also provides advice related to other non-securities topics. In limited cases, the firm may recommend the purchase or sale of options contracts. As a service of its comprehensive approach to financial planning, Donald W. Nicholson & Associates may refer clients to other professionals from whom clients may receive specific necessary services. For example, the firm may refer clients to certain attorneys or CPAs if legal or accounting services are needed. In these cases, Donald W. Nicholson & Associates is not affiliated with these other services providers, nor compensated for the referrals. If the client engages any professional (i.e. attorney, accountant, insurance agent, etc.), recommended or otherwise, and a dispute arises thereafter relative to such engagement, the client agrees to seek recourse exclusively from the engaged professional. At all times, the engaged licensed professional(s), and not Donald W. Nicholson & Associates, shall be responsible for the quality and competency of the services provided. Clients may choose to work with these professionals at their sole discretion. In certain instances, and in its sole discretion, the firm may agree to pay for these other services rendered by other professionals. Conflict of Interest: Mr. Nicholson serves on the Public Policy Committee of NAPFA. As a member of the committee, he may be called to review and comment on public policy issues effecting fee-only investment advisers such as Donald W. Nicholson & Associates. Non-Discretionary Service Limitations. Clients that determine to engage Donald W. Nicholson & Associates on a non-discretionary investment advisory basis must be willing to accept that Donald W. Nicholson & Associates cannot effect any account transactions without obtaining prior verbal consent to any such transaction(s) from the client. Donald W. Nicholson & Associates will be unable to effect any account transactions (as it would for its discretionary clients) without first obtaining the client’s verbal consent. For instance, although the firm does not recommend market timing as an investment strategy, in the event of a market correction event where the firm cannot reach the client, a client may suffer investment losses or miss out on investment gains. Retirement Rollovers – Potential Conflict of Interest. A client or prospective client leaving an employer typically has four options regarding an existing retirement plan (and may engage in a combination of these options): (i) leave the money in the former employer’s plan, if permitted, (ii) roll over the assets to

the new employer’s plan, if one is available and rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv) cash out the account value (which could, depending upon the client’s age, result in adverse tax consequences). If Donald W. Nicholson & Associates recommends that a client roll over their retirement plan assets into an account to be managed by Donald W. Nicholson & Associates, such a recommendation creates a conflict of interest if Donald W. Nicholson & Associates will earn a new (or increase its current) advisory fee as a result of the rollover. If Donald W. Nicholson & Associates provides a recommendation as to whether a client should engage in a rollover or not (whether it is from an employer’s plan or an existing IRA), Donald W. Nicholson & Associates is acting as a fiduciary within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. No client is under any obligation to roll over retirement plan assets to an account managed by Donald W. Nicholson & Associates, whether it is from an employer’s plan or an existing IRA. Donald W. Nicholson & Associates’ Chief Compliance Officer, Donald W. Nicholson, Sr., remains available to address any questions that a client or prospective client may have regarding the conflict of interest presented by such a rollover recommendation. Portfolio Activity. Donald W. Nicholson & Associates has a fiduciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, Donald W. Nicholson & Associates will review client portfolios on an ongoing basis to determine if any changes are necessary based upon various factors, including but not limited to investment performance, fund manager tenure, style drift, account additions/withdrawals, the client’s financial circumstances, and changes in the client’s investment objectives. Based upon these and other factors, there may be extended periods of time when Donald W. Nicholson & Associates determines that changes to a client’s portfolio are neither necessary nor prudent. Clients nonetheless remain subject to the fees described in Item 5 below during periods of account inactivity. Notwithstanding, there can be no assurance that investment decisions made by Donald W. Nicholson & Associates will be profitable or equal any specific performance level(s). Cash Positions. Donald W. Nicholson & Associates continues to treat cash as an asset class. As such, unless determined to the contrary by Donald W. Nicholson & Associates, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating Donald W. Nicholson & Associates advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guarantee that such anticipated market conditions/events will occur), Donald W. Nicholson & Associates may maintain cash positions for defensive purposes. In addition, while assets are maintained in cash, such amounts could miss market advances. Depending upon current yields, at any point in time, Donald W. Nicholson & Associates’ advisory fee could exceed the interest paid by the client’s money market fund. ANY QUESTIONS: Donald W. Nicholson & Associates’ Chief Compliance Officer, Donald W. Nicholson, Sr., remains available to address any questions that a client or prospective may have regarding the above fee billing practice. Account Aggregation Platforms. Donald W. Nicholson & Associates may provide its clients with access to one or more online account aggregation platforms (the “Platforms”). The Platforms allows a client to view their complete asset allocation, including those assets that Donald W. Nicholson & Associates does not manage (the “Excluded Assets”). Donald W. Nicholson & Associates does not provide investment management, monitoring, or implementation services for the Excluded Assets. Unless otherwise specifically agreed to, in writing, Donald W. Nicholson & Associates’ service relative to the Excluded Assets is limited to reporting only. Therefore, Donald W. Nicholson & Associates shall not be responsible for the investment performance of the Excluded Assets. Rather, the client and/or their advisor(s) that maintain management authority for the Excluded Assets, and not Donald W. Nicholson & Associates, shall be exclusively responsible for such investment performance. Without limiting the above, the Donald W. Nicholson & Associates shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. The client may choose to engage Donald W. Nicholson & Associates to manage some or all of the Excluded Assets pursuant to the terms and conditions of an Investment Advisory Agreement between Donald W. Nicholson & Associates and the client. The Platforms may also provides access to other types of information and applications including financial planning concepts and functionality, which should not, in any manner whatsoever, be construed as services, advice, or recommendations provided by Donald W. Nicholson & Associates. Finally, Donald W. Nicholson & Associates shall not be held responsible for any adverse results a client may experience if the client engages in financial planning or other functions available on the Platforms without Donald W. Nicholson & Associates’ assistance or oversight. Cash Sweep Accounts. Account custodians generally require that cash proceeds from account transactions or cash deposits be swept into and/or initially maintained in the custodian’s sweep account. The yield on the sweep account is generally lower than those available in money market accounts. To help mitigate this issue, Donald W. Nicholson & Associates shall generally purchase a higher yielding money market fund available on the custodian’s platform with cash proceeds or deposits, unless Donald W. Nicholson & Associates reasonably anticipates that it will utilize the cash proceeds during the subsequent 30-day period to purchase additional investments for the client’s account. Exceptions and/or modifications can and will occur with respect to all or a portion of the cash balances for various reasons, including, but not limited to, the amount of dispersion between the sweep account and a money market fund, the size of the cash balance, an indication from the client of an imminent need for such cash, or the client has a demonstrated history of writing checks from the account. Please Note: The above does not apply to the cash component maintained within Donald W. Nicholson & Associates’ actively managed investment strategy (the cash balances for which shall generally remain in the custodian designated cash sweep account), an indication from the client of a need for access to such cash, assets allocated to an unaffiliated investment manager, and cash balances maintained for fee billing purposes. Please Also Note: The client shall remain exclusively responsible for yield dispersion/cash balance decisions and corresponding transactions for cash balances maintained in any of the Firm’s unmanaged accounts. Use of Mutual Funds and ETFs. While Donald W. Nicholson & Associates may recommend allocating investment assets to mutual funds that are not publicly available, Donald W. Nicholson & Associates may also recommend that clients allocate investment assets to publicly available mutual funds and ETFs that the client could obtain without engaging Donald W. Nicholson & Associates as an investment adviser. However, if a client or prospective client determines to allocate investment assets to publicly available mutual funds or ETFs without engaging Donald W. Nicholson & Associates as an investment adviser, the client or prospective client would not receive the benefit of Donald W. Nicholson & Associates’ initial and ongoing investment advisory services. Other mutual funds, such as those issued by Dimensional Fund Advisors (“DFA”), are generally only available through registered investment advisers. Donald W. Nicholson & Associates may allocate client investment assets to DFA mutual funds. Therefore, upon the termination of Donald W. Nicholson & Associates’ services to a client, restrictions regarding transferability and/or additional purchases of, or reallocation among DFA funds will apply. Donald W. Nicholson & Associates’ Chief Compliance Officer, Donald W. Nicholson, Sr., remains available to address any questions that a client or prospective client may have regarding the above. Other Assets. To the extent that Donald W. Nicholson & Associates provides advisory monitoring or review services for client investment assets for which the Registrant does not maintain custodian access or trading authority (including initial and ongoing consideration of such assets as part of the client’s asset allocation), Donald W. Nicholson & Associates may determine to include such assets in its advisory fee calculation per Item 5 below. Cybersecurity Risk. The information technology systems and networks that Donald W. Nicholson & Associates and its third-party service providers use to provide services to its clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in our operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and Donald W. Nicholson & Associates are nonetheless subject to the risk of cybersecurity incidents that could ultimately cause them to incur losses, including for example: financial losses, cost, and reputational damage to respond to regulatory obligations, other costs associated with corrective measures, and loss from damage or interruption to systems. Although Donald W. Nicholson & Associates has established its procedures to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that Registrant does not directly control the cybersecurity measures and policies employed by third-party service providers. Clients could incur similar adverse consequences resulting from cybersecurity incidents that more directly affect issuers of securities in which those clients invest, broker-dealers, qualified custodians, governmental and other regulatory authorities, exchange and other financial market operators, or other financial institutions. Custodian Charges-Additional Fees. As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, Donald W. Nicholson & Associates generally recommends that Schwab serve as the broker-dealer/custodian for client investment management assets. Broker-dealers such as Schwab charge brokerage commissions, transaction, and/or other type fees for effecting certain types of securities transactions (i.e., including transaction fees for certain mutual funds, and mark-ups and mark-downs charged for fixed income transactions, etc.). The types of securities for which transaction fees, commissions, and/or other type fees (as well as the amount of those fees) shall differ depending upon the broker- dealer/custodian (while certain custodians, including Schwab, do not currently charge fees on individual equity transactions, others do). When beneficial to the client, individual fixed-income and/or equity transactions may be effected through broker-dealers with whom Donald W. Nicholson & Associates and/or the client have entered into arrangements for prime brokerage clearing services, including effecting certain client transactions through other SEC registered and FINRA member broker-dealers (in which event, the client generally will incur both the transaction fee charged by the executing broker-dealer and a “trade-away” fee charged by Schwab). These fees/charges are in addition to Donald W. Nicholson & Associates’ investment advisory fee at Item 5 below. Donald W. Nicholson & Associates does not receive any portion of these fees/charges. Client Obligations. In performing our services, Donald W. Nicholson & Associates shall not be required to verify any information received from the client or from the client’s other professionals, and is expressly authorized to rely thereon. Clients are responsible for promptly notifying Donald W. Nicholson & Associates if there is ever any change in their financial situation or investment objectives so that Donald W. Nicholson & Associates can review, and if necessary, revise its previous recommendations or services. Donald W. Nicholson & Associates shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, a Donald W. Nicholson & Associates representative will ascertain each client’s investment objective(s). Thereafter, Donald W. Nicholson & Associates shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at any time, impose reasonable restrictions, in writing, on our services. Donald W. Nicholson & Associates does not participate in a wrap fee program. Disclosure Brochure. A copy of Donald W. Nicholson & Associates’ written Brochure as set forth on Part 2A of Form ADV, along with Donald W. Nicholson & Associates’ Form CRS (Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Financial Planning and Consulting Agreement. Assets Under Management As of March 29, 2023, Donald W. Nicholson & Associates provided investment advisory services to $178,257,195 of assets under management on a non-discretionary basis.