Retirement Consulting Group, Inc. is an Oregon corporation founded in 1997 by its sole shareholder and
President, John H. Upton. The firm became registered as an investment advisor with the SEC in 2020 and
its principal office(s) are located in Portland, Oregon. Prior to the firm becoming independently registered
as an investment advisor, Mr. Upton conducted advisory and securities business through the Retirement
Consulting Group, Inc. as an investment advisor representative (2003 – 2020) and registered representative
(1997 – 2020) of KMS Financial Services, Inc. (“KMS”). Our firm and Mr. Upton are no longer affiliated
with KMS.
At RCG, we pride ourselves on developing long term client relationships and a deep understanding of each
client’s unique financial needs, investment goals, and overall financial picture. We work closely with our
clients to design customized investment solutions and to develop portfolios, retirement plans, and financial
plans which meet with their long- and short-term investment goals and objectives. We offer a broad array
of investment advisory services to individuals, families, and businesses which are described in detail in this
firm brochure. Please contact us at the telephone number on the cover page of this firm brochure if you
have any questions regarding the information contained in this document or otherwise.
The information contained in this brochure describes our investment advisory services, practices, and fees.
Please refer to the description of each investment advisory service listed below for information on how we
tailor our services to the needs of our clients. As used throughout this firm brochure, the words “RCG,”
“advisor,” “firm,” “we,” “our,” and “us” refer to Retirement Consulting Group, Inc., and the words “you,”
“your,” and “client” refer to you as either a client or prospective client of our firm.
Prior to forming an investment advisor-client relationship, we may offer you a complimentary general
consultation to discuss the nature of our services and to determine the possibility of an advisory relationship.
Investment advisory services begin only after the prospective client and RCG formalize their relationship
by the execution of a written advisory agreement.
When we provide portfolio management services, clients deposit their assets at an independent qualified
custodian (the “Custodian”), typically a licensed broker-dealer, banking or savings institution, and grant us
limited authority to buy and sell securities either on a discretionary or non-discretionary basis. The full
scope of our authority with respect to management of the client’s account will be set forth in a written
advisory agreement. We act as your fiduciary, responsible for the management of your investment
account(s) at the Custodian, where assets are held in your name.
• Where you engage us on a discretionary basis, you authorize our firm and our investment advisor
representatives to implement our investment recommendations directly within your account held
at the Custodian without obtaining your specific consent prior to each transaction.
• Where you engage us on a non-discretionary basis, we will provide you with investment
recommendations which you are free to accept or reject, in whole or in part. We will only
implement our investment recommendations within your account held at the Custodian upon your
request and with your prior approval.
Clients always have the ability to impose reasonable restrictions on our management of their account(s),
including the ability to instruct us not to purchase certain specific securities, industry sectors, and/or asset
classes. We will attempt to honor the client’s investment restrictions in all circumstances and will notify
you if we are ever unable to do so for any reason.
A description of the individual investment advisory services offered by our firm is set forth below.
Portfolio Management. Our firm offers ongoing and continuous portfolio management services that are
uniquely tailored to your financial circumstances. Under this service we provide you with investment
strategy selection, portfolio design, implementation, and ongoing and regular supervision of your
investment account(s), all of which services are provided in a manner that is tailored to your unique
investment profile.
Through periodic consultations with you, we will gather information regarding your financial goals,
investment objectives, tolerance for risk, and the time horizon for investments. The information we
typically request in this process will include your current and expected income level, tax information,
investment experience, current and expected cash needs, current portfolio construction/asset allocation, and
risk tolerance level, among other items. We will document your investment objectives and restrictions in
our files, develop a thorough understanding of your overall investment profile, and use it as the guide by
which we will manage your account(s). We will then recommend an initial investment strategy and portfolio
intended to align with your unique financial situation and goals.
Client portfolios are typically constructed utilizing a diversified mix of mutual funds, exchange traded funds
(“ETFs”), individual stocks and bonds, cash and cash equivalents. Depending on your asset level,
investment needs, and other factors, we may also recommend other instruments, to include U.S. government
and municipal securities, real estate investment trusts (“REITs”), and other instruments.
Following implementation of your initial investment portfolio, we will monitor the performance of your
investment accounts on an ongoing basis and implement and/or recommend changes as needed or
appropriate, in consideration of current economic conditions, our market opinions and assumptions, and
your individual financial circumstances and goals. It is your ongoing responsibility to advise us in writing
of any material changes to your financial circumstances throughout our engagement.
Portfolio management services are offered, either on a discretionary or non-discretionary basis.
In addition to our management of your investment accounts, we will also provide you with ad-hoc financial
consulting advice that is intended to assist you with the management of your overall financial affairs. Where
requested by you, these financial consulting recommendations may concern assets “held away” from the
investment accounts we manage on your behalf (e.g., variable life insurance products, annuity contracts,
assets held in employer sponsored retirement plans, or qualified tuition plans). You will make the ultimate
investment decision regarding any “held away” assets and be responsible for implementation of all such
decisions. While we do not provide legal or tax advice, we will attempt to coordinate our portfolio
management services (including any financial consulting advice) with the services of your existing third-
party tax, legal, accounting, and/or insurance advisors.
Stand-Alone Financial Planning and Consulting Services. Our firm offers stand-alone financial planning
and consulting services to clients which may address, without limitation, some or all of the following topics:
• financial, budgeting and cash
management;
• risk management, insurance
planning, and analysis;
• financial planning relating to
divorce and marriage;
• estate planning;
• taxation issues and tax planning;
• retirement planning;
• investment planning/asset
allocation/portfolio design;
• educational funding; and
• investment goal setting.
Clients who engage us for these services receive a consultation (or consultations, as necessary) to discuss
their unique financial circumstances, investment objectives and needs, tolerance for risk, time horizon for
investments, and any particular issues of financial concern related to the selected financial planning and
consulting topics. We will review pertinent financial documents and information you provide and provide
you with a written financial plan or report at the conclusion of our services, as appropriate for the scope of
the engagement. The financial plan or report will include a summary of your relevant financial
circumstances and a course of actions and/or investment recommendations designed to assist you in
achieving your stated financial goals. We will not review or update the written financial plan or report
following its initial delivery, unless specifically agreed. Additional fees will apply for reviews and updates
to the written financial plan or report, if requested.
Financial planning and consulting services are non-discretionary in nature. The client retains the sole
discretion to accept or reject any of our recommendations, in whole or in part, and to determine the service
providers to be utilized for their implementation. Upon request, we may assist the client with
implementation of our financial recommendations - additional fees may apply. Clients are never obligated
to use our firm to implement any recommendations. Clients are never charged more than $1,200 six (6) or
more months in advance for these services.
As part of this service, we may recommend the use of certain third-party professionals (e.g., attorneys, tax
advisors, accountants, and insurance professionals) to assist you in implementing our investment advice
and recommendations. We do not receive compensation or referral fees of any kind in connection with
these recommendations. You are never obligated to engage any recommended third-party professional(s)
and elect to do so at your sole discretion and risk. You will independently contract with such service
providers and their fees are not included within the advisory fees paid to RCG. We do not provide you with
legal or tax advice of any kind.
Retirement Plan Consulting Services. We offer retirement plan consulting services to qualified retirement
plans (e.g., 401(k), profit sharing, defined benefit and cash balance plans) and non-qualified retirement
plans (e.g., all types of 457 plans, executive bonus plans, etc.) which are customized based upon the needs
of the plan.
To qualified retirement plans, RCG offers an integrative approach that helps employer investment
committees and named fiduciaries meet their obligations to the plan. We offer an assortment of services
which streamline the processes of plan design, plan establishment and conversion, fiduciary compliance,
investment monitoring, investment committee governance, investment policy statement development and
maintenance, fund manager search and replacement, vendor search services (including 401(k) provider,
custodial vendor searches), participant education (including group and individual meetings), and fee
benchmarking, including services to the plan as co-fiduciary under Section 3(21) of the Employee
Retirement Income Securities Act of 1974 (“ERISA”) and optional services as an investment manager
within the meaning of ERISA Section 3(38). To non-qualified retirement plans, RCG offers similar
integrative services absent certain procedures and policies required under ERISA. The specific services
required by the client are memorialized in written retirement plan consulting agreement.
NOTE: Where retirement plan consulting services are provided to a plan regulated under ERISA, we will
provide services to the plan sponsor and/or named fiduciaries as described above for the fees set forth in
Item 5 of this brochure. In providing services to any plan and its underlying participants, our status is that
of an investment advisor registered under the Investment Advisers Act of 1940. We are not subject to any
disqualifications under Section 411 of ERISA. We may offer fiduciary services acting as a fiduciary of the
plan as defined in ERISA Section 3(21), or as an investment manager as defined in ERISA Section 3(38).
In all cases, disclosure of our status under ERISA when providing these services will be clearly set forth in
a written advisory agreement with the client. If there is any discrepancy between the disclosures in this
paragraph and the agreement, the agreement shall govern.
No Wrap Fee Program; Types of Investments Recommended. We do not offer, sponsor or participate in
any wrap fee program.
We do not recommend one particular type of investment or asset class over any other. The types of
investments we typically recommend to clients are set forth above in Item 4 under the description of our
portfolio management services.
Please see Item 8 of this brochure or a description of the investment strategies we typically implement in
client accounts.
As of December 31, 2023, the firm had a total of $367,084,480 in regulatory assets under management.
$349,995,057 in discretionary assets under management, and $17,089,423 in non-discretionary assets under
management. The firm also had $365,167,126 in retirement plan assets for which it provides consulting
services under Section 3(21) of ERISA. Combined, the firm manages or provides consulting services on a
total of $732,251,606 in assets under advisement.