TPFG is a Washington State based investment adviser registered with the U.S. Securities and Exchange Commission1 (“SEC”). TPFG was founded in 1984 and its principal place of business is located in Bellevue, Washington. Chris Mills serves as the Chief Executive Officer for the firm. Our boutique firm is structured to provide quality, professional investment advice and excellent service to each client. In September 2017, TPFG was reorganized. As a result, The Pacific Holdings Group, LLC, a Washington state limited liability company (“Pacific Holdings”) is the sole owner of: TPFG; ProTools, LLC (“ProTools”), the developer of RiskPro®, a software tool used for risk management and state of California state limited liability company registered investment adviser; and Pacific Financial Group, LLC, a California based investment adviser registered with the SEC, Megan Meade is the owner of more than 50% but less than 75% of the Membership Interests in Pacific Holdings. TPFG is providing six principal types of investment advisory programs (each a “Program”): the Self-Directed Brokerage Account Program (“SDBA”); (2) Separately Managed Account Program (“SMA”); (3) the Enhanced Portfolio Investment Centre (“EPIC”) and Market Movement Solutions (“MMS”) Programs; (4) Core Retirement Optimization Program (“CRO”); (5) Variable Annuity Optimization Program (“VAO”) and (6) the Pacific Premier Partners Program (“P4”). TPFG works with investment adviser representatives (each an “IAR” or “Adviser”) affiliated with registered investment advisers (“Introducing Firms”) who refer clients to TPFG. 1. TPFG’s Investment Programs A. Strategy Plus and Self-Directed Brokerage Account - Strategy Plus Programs The Self-Directed Brokerage Account (“SDBA”) Program is used by Clients in connection with retirement accounts under the Employee Retirement Investment Security Act of 1974 (“ERISA”), or under Sections 401(a) or 408 of the Internal Revenue Code of 1986 (“Code”). In the SDBA Program, the Client will open a Self-Directed Brokerage Account (a “Self- Directed account”) as permitted by the Client’s group retirement plan which permits the participant (i.e., the Client) to direct the investments in the account and in most cases, to appoint TPFG as the adviser to the account. Assets held in the Self-Directed account are considered plan assets under ERISA but are not supervised or reviewed by the plan fiduciaries. Each Model is developed and managed by TPFG and the models are made up solely of the PFG Funds. Clients become shareholders of the PFG Funds when participating in the SDBA Program. The PFG Funds are funds of funds meaning they hold other funds (each an “Underlying Fund”) within the PFG Fund. PFG uses research services provided by independent strategists (each a “Strategist”) for all of the PFG Funds, and at least 80% of each Fund’s net assets are invested in mutual funds or ETFs advised by a single Strategist. Each 1 Registration with the SEC or other state or federal regulator does not imply that the regulator has approved, sponsored, recommended, or approved of TPFG, nor does registration infer a certain level of professional, competence, education or special training.
Pacific Fund is a single ticker model (“Single Ticker Model” or “STM”) portfolio consisting of the underlying funds within the Pacific Fund adhering to the Fund’s stated investment discipline. Using the PFG Funds (or STMs) as building blocks, TPFG develops and manages a variety of Models, designed to correspond to a range of investment risk as measured by RiskPro® ranging from Conservative to Aggressive. TPFG has created a series of Models with each series following a specific discipline of blending Strategic and Tactical allocations comprised of Active and Passive underlying investments.
• Target Plus™ - Incorporates a traditional target-date discipline enhanced by merging strategic and tactical allocations with both passive and active fund options. Customized individual risk budgets combined with this investment process, elevates traditional target-date investing.
• Index PLUS™ - Brings active allocation to a passive strategy by taking Index funds with low-cost beta providing access to market movement.
• Focus PLUS™ - Provides the ability to access targeted Strategists or one particular Strategist.
• Multi PLUS™ - Provides a diversified multi-strategist approach that positions TPFG’s investment strategy specialists to deliver models with significant diversification. Prior to investing in any of the PFG Funds, or in any of the Models, investors should carefully consider the investment objectives, risks, and charges and expenses of each of the PFG Funds. The PFG Funds’ Prospectus contains this and other important information and should be read carefully before investing. To obtain a copy of the PFG Funds’ Prospectus, please contact TPFG at 800 735-7199 or visit www.TPFG.com. B. Separately Managed Account Program TPFG offers nine Model Portfolios (each a “Model”) in the Separately Managed Account Program (“SMA”). The Models are managed by TPFG and consist of Mutual Funds and ETFs held within a single account. Advisers will frequently refer Clients to the SMA Program if the Client has investable assets of more than $1,000,000, though the minimum investment is significantly lower. See Item 7. Types of Clients The nine Models each have their own investment discipline:
• Equity- The objective of the Equity Model is capital appreciation with target exposure of 80% equities. To achieve this objective, a blend of mutual funds and ETFs are used in the allocation. The Equity Model proactively adjusts exposure to various sectors, market capitalizations, and style depending on market conditions.
• Balanced – The objective of the Balanced Model is income and capital appreciation with exposure to equities and bonds. The strategy has the flexibility to adjust equity exposure based on market conditions, with a 30%-70% exposure to equities. Equity exposure is generally broadly diversified across market capitalizations, along with dynamic allocations to sectors and styles. Fixed income exposure is generally broadly diversified across sectors, yield, and duration. To achieve this objective, a blend of mutual funds and ETFs are used in the allocation.
• Income – The objective of the Income is to provide a higher level of income relative to the Equity and Balanced Model. In constructing the portfolio, an emphasis is placed on income, with a secondary objective of total return. The portfolio has the flexibility to invest in a wide range of income-producing asset classes and will seek to take advantage of opportunities in areas such as sectors, yield, and duration. In addition to fixed income, the portfolio can invest in equities and alternatives. To achieve this objective, a blend of mutual funds and ETFs are used in the allocation.
• Strategic Equity - The objective of the Equity Model is capital appreciation with target exposure of 80% equities. The discipline is strategic in nature. To achieve this objective ETFs are used across market capitalizations and equity styles.
• Strategic Balanced - The objective of the Balanced Model is long-term income and capital appreciation with exposure to equities and bonds. The discipline is strategic in nature and has the flexibility to adjust equity exposure based on market conditions, with a 30%-70% range. Equity exposure is generally broadly diversified across market capitalizations, along with dynamic allocations to sectors and styles with a favorable view. Fixed income holdings will also be dynamically managed to take advantage of opportunities across sectors, yield, and duration. To achieve this objective ETFs are used in the allocation.
• Strategic Moderate Growth – The objective of the Strategic Moderate Growth Model is long-term capital appreciation through exposure to equities and fixed income securities. The discipline is strategic in nature with a neutral position of 80% equities and 20% fixed income. Equity exposure will include broad diversification across various market capitalizations and equity styles. Fixed income exposure will also be broadly diversified across sectors, credit quality, and maturities.
• Capital Defender Moderate Growth - The TPFG Capital Defender Moderate Growth Asset Allocation model seeks to deliver balanced returns and moderate account drawdown as the primary goals. This multi-strategy model has a target of a 8%-10% annualized rate of return with a 10%-12% drawdown. Through a disciplined and rigorous investment approach the defender series looks at the market as a whole and adjusts and rebalances once per month to account for multi- asset market movement as compared to the traditional equity and bond silos. The Capital Defender Moderate Growth Model is augmented with a tactical hedge to protect against potential unexpected downside in risk assets. A variety of macroeconomic indicators will be utilized to determine when and how much of a hedge is implemented.
• Capital Defender Moderate - The Capital Defender Moderate Asset Allocation model seeks to deliver balanced returns and reduced account drawdown as the primary goals. This multi-strategy model has a target of a 7%-8% annualized rate of return with an 8%-10% drawdown. Through a disciplined and rigorous investment approach the defender series looks at the market as a whole and adjusts and rebalances once per month to account for multi-asset market movement as compared to the traditional equity and bond silos. The Capital Defender Moderate Growth Model is augmented with a tactical hedge to protect against potential unexpected downside in risk assets. A variety of macroeconomic indicators will be utilized to determine when and how much of a hedge is implemented.
• Capital Defender Moderate Conservative - The Capital Defender Moderate Conservative Asset Allocation model seeks to deliver capital preservative and minimal account drawdown as the primary goals. This multi-strategy model has a target of a 6%- 7% annualized rate of return with a 6%-8% downside volatility tolerance. Through a disciplined and rigorous investment approach the defender series looks at the market as a whole and adjusts and rebalances once per month to account for multi-asset market movement as compared to the traditional equity and bond silos. The process determines how much of the portfolio should be allocated to “risky” assets within the overall investment policy and involves the utilization of a lower risk/absolute return portfolio. The Capital Defender Moderate Conservative model is augmented with a tactical hedge to protect against potential unexpected downside in risk assets. A variety of macroeconomic indicators will be utilized to determine when and how much of a hedge is implemented. C. The Enhanced Portfolio Investment Centre, Market Movement Solutions, and the Pacific Premier Partners Program TPFG sponsors three turnkey asset management platforms (each a “Platform”) entitled the Enhanced Portfolio Investment Centre (“EPIC”) Platform, the Market Movement Solutions (“MMS”), and the Pacific Premier Partners Program (“P4”). Depending on the Platform chosen, Advisers will be offered professionally managed models by TPFG, professionally managed models by unaffiliated asset managers, and Single Ticker Models (“STMs”) managed by PFG. TPFG provides a variety of services and technology to the Client’s Adviser. Such services include: access to trading; access to RiskPro®, a risk analysis and portfolio construction software solution; research tools; and solutions to create investment proposals and policy statements among others. Platform services also include a variety of non-investment management services such as access to software that assists in the administration of Client accounts to include assistance in setting up and maintaining accounts; account management agreements and required disclosures; account billing and record keeping; performance reporting; and enabling Clients and advisers to view and manage Client information. In addition to the Role of Adviser (See Role of the Adviser), Client grants to TPFG a Limited Power of Attorney to execute trades in accordance with the investment discipline established by a Model or Strategist as selected by the Client. In administering each Platform, TPFG has the discretion to determine the Models or Strategists (to include the removal and substitution of a Model or Strategist) that will be available on the Platform and TPFG will monitor the Strategists, and any predefined Models to ensure consistency with the stated disciplines. However, the Client’s financial adviser (“Adviser”) is the party responsible for determining the appropriateness of the program and any allocation(s) selected. The specific services provided to the Client, to include without limitation, investment management, trading, account maintenance and other back-office services, such as recordkeeping, billing, and other non- investment management services, and the roles and responsibilities of TPFG and Adviser, are more fully disclosed in the Investment Management Agreement entered into by TPFG, the Adviser, and the Client. The P4 Platform consists of:
• Investment Solutions. TPFG is responsible for the curation of certain of the investment solutions offered through the P4 Platform (the “P4 Investments”), including: o PFG Single Ticker Models. Each PFG Single Ticker Model is a mutual fund (a “Pacific Fund”) managed by Pacific Financial Group, LLC (“PFG”). PFG receives an annual investment advisory fee from each PFG Single Ticker Model in the amount of 1.25%, reduced to 1.19% as a result of a fee waiver, and TPFG receives an annual administrative services fee from each PFG Single Ticker Mode in the amount of 0.70%. These fees are paid indirectly by the Client who purchases a PFG Single Ticker Model Portfolio, as a shareholder of the mutual fund managed by PFG. o Strategist Model Portfolios. Each Strategist Model Portfolio is managed by an unaffiliated institutional strategist (“Strategist”) and consists of mutual funds, exchange-traded funds (“ETFs”), individual securities, or other investment solutions selected by the Strategist. In some instances, the Strategist compensates TPFG, based on P4 Platform assets invested in the Strategist Model Portfolio (often referred to as revenue sharing). Compensation from Strategists creates a conflict of interest for TPFG as it has a financial incentive to select such solutions for the P4 Platform. o Due Diligence. TPFG shall perform initial and ongoing due diligence to ensure that each PFG Single Ticker Model and each Strategist Model Portfolio that is included as a P4 Investment is appropriate for the P4 Platform. TPFG shall have the sole discretion to determine the PFG Single Ticker Models and the Strategist Model Portfolios to be offered as P4 Investments.
• Other Investments. In addition to P4 Investments, many other mutual funds, ETFs, securities, and other investment solutions (collectively, “Other Investments”) are available through the P4 Platform. D. Core Retirement Optimization The Core Retirement Optimization (“CRO”) Program offers predefined Managed Models consisting of mutual funds and/or other investment vehicles offered by the sponsoring company of a retirement plan such as 401(k), 403(b), 401(a) or 457 plans (each a “Plan”) and is used for accounts that don’t offer a Self-Directed Brokerage Account option. The CRO Program offers five strategies which are optimizations of the core investments offered in the particular group retirement plan. Each model uses a diversified asset allocation strategy to manage risk. The Client, along with the Adviser, determines the appropriate strategy based on the goals, objectives, risk tolerance, needs and

time frame of the Client. The CRO strategies consist of:
• Conservative*: Designed for the investor seeking stability. The primary goal of this strategy is capital preservation, with capital appreciation being secondary.
• Moderate Conservative*: Designed for the investor seeking capital appreciation and preservation. The primary goal of this strategy is long-term capital appreciation, with income being secondary.
• Asset Allocation: The primary goal of this strategy is long-term capital appreciation, with some emphasis on income.
• Strategic Equity: Designed for the investor seeking capital appreciation through equities. The primary goal of this strategy is long-term capital appreciation.
• Global*: Designed for the aggressive investor seeking long-term capital appreciation within global markets. * Available for Fidelity accounts only. E. Variable Annuity Optimization Program TPFG manages a Client’s variable annuity sub-accounts by creating Models consisting of different allocations using the sub-accounts offered within the annuity sponsor. A Variable Annuity Optimization (VAO) account leverages TPFG’s analytical processes to accurately define variable annuity sub-accounts. TPFG uses its analytical processes to rebalance the sub- account selection so as to create a diverse portfolio suited for various economic conditions and an investor’s risk temperament. The goal of the VAO models is to provide optimal returns based on a risk/return profile while trying to manage downside risk. The VAO option is ideal for investors with a moderate to aggressive risk tolerance that either already own a variable annuity or who are obtaining a variable annuity through an insurance company with whom TPFG is established as a third-party investment adviser. TPFG does not sell or recommend any insurance/annuity products. The portfolios constructed will depend on the available list of sub-accounts within the respective variable annuity. TPFG’s ability to manage the sub-account will vary by sponsor, product, and any riders attached to the account (the “Policy Rider”). TPFG works with a number of different annuity sponsors and typically offers the following types of Models, though not all Models are available at all annuity sponsors:
• Asset Allocation - Designed for the investor seeking capital appreciation and current income. The primary goal of this strategy is long-term capital appreciation, with some emphasis on diversification. It has a moderate level of risk.
• Strategic Equity - Designed for the investor seeking capital appreciation through equities. The primary goal of this strategy is long-term capital appreciation. It has a moderately high level of risk/volatility. Clients should be aware that their annuity policy may contain riders that provide for certain features, benefits, and guarantees (the “Policy Rider”). The deduction of fees from the account, trading activity, and/or use of certain subaccounts or investment options may cause Client’s policy to experience a reduction in, or termination of, the Policy Rider. It is the Client’s responsibility to fully understand the policy and any Policy Rider(s), and the negative impact that might occur as a result of TPFG’s management and fee deduction from the Account. TPFG does not provide insurance advice. 2. Role of the Adviser In most all instances, Clients are referred to TPFG by the Client’s financial adviser (“Adviser”) whose supervising firm (the “Introducing Firm”) has contracted with TPFG to allow the Adviser to offer TPFG’s products and services to the Introducing Firm’s clients. The Introducing Firm is responsible for supervising the activities of its Advisers. In this regard, TPFG and the Introducing Firm each have their respective obligations to the Client. Accordingly, the Client is a client of both TPFG and the Introducing Firm. Regardless of the Program selected or the services which may be provided, the Adviser serves as the primary relationship contact with the Client and, in general, provides the following types of services:
• General Duties - The Adviser is responsible for obtaining and reviewing sufficient information relevant to the Client’s investment objectives, risk profile and investment history so as to evaluate the appropriateness of the Program(s) recommended. The Adviser remains the primary point of contact for the Client and will serve as the liaison between TPFG and the Client. The Adviser remains responsible for gathering and communicating the Client’s financial information, risk tolerance and investment objectives to TPFG. As the Client’s Adviser, the Adviser periodically confirms (at least annually) the appropriateness of the investment objectives deployed and will notify TPFG of any necessary changes that need to be made to any Account(s). The Adviser may provide other clerical or administrative services for the Client’s account. Clients should fully understand the totality of the services provided by the Adviser as the Adviser may also provide the Client other investment products or services outside of, and in addition to, the Services offered through TPFG.
• Client On-Boarding - The Adviser facilitates the on-boarding process for the Client, including supporting the Client in completing the new account opening paperwork, determining the appropriateness of one or more Programs, and for gathering such other information as may be required to service the Account. During the Client onboarding process, Clients, dependent upon the program being used, will complete an Account Application, an Investment Management Agreement (“IMA”) which notes the agreement between the Client, Adviser and TPFG; a Statement of Investment Selection (“SIS”) and/or client investment proposal which is used to identify which of the Programs is being selected by the Client and the investment allocation chosen; and a Separate Fee Disclosure Statement which notes the fees associated with each Program selected, the manner in which the fees are paid and the party receiving the fees. In addition to the IMA, SIS/Proposal and Separate Fee Disclosure, the Adviser is responsible for providing Clients with TPFG’s Privacy Policy, Code of Ethics, and Form ADV Part 2A (this brochure) and Part 2B, Form CRS, and the appropriate PFG Fund prospectus as applicable, all of which are incorporated into the IMA by reference.
• Client Relationship - As the primary point of Client contact, the Adviser assists with receiving, ascertaining, forwarding and communicating any instructions of the Client to TPFG and promptly providing copies of all required documentation to TPFG and the Client as necessary.
• Investment Program Selection and Allocation - It is the Adviser’s responsibility to understand the Programs and TPFG’s policies relative to the Programs when evaluating or recommending a Program to a Client. The Adviser educates the Client about TPFG’s Programs, and determines with the Client, the Program and investment allocations that are consistent with the Client’s investment objectives.
• Ongoing Monitoring - The Adviser maintains ongoing contact with the Client to obtain updated information about each Client’s investment objectives, risk tolerance and needs, as they may change from time-to-time, and to review with the Client whether the investment Program or allocation remain consistent with the Client’s investment objectives and financial circumstances. The Adviser will communicate any changes to TPFG as necessary. 3. Role of TPFG In assisting the Adviser, TPFG will provide a variety of services based on the product or service selected by the Adviser. When serving as an investment manager to a Client account, TPFG is responsible for managing the investment selections it makes available which will include the creation and management of Models to ensure the Model adheres to its stated discipline, the management and review of the Strategists it makes available, and for executing trades within the account (when permitted) to maintain the selected allocation. In addition, TPFG will make available one or more non-investment related products, platforms or services. These non- investment services can include administrative services for shareholders of the PFG Funds, account maintenance and service functions such as maintaining and trading UMAs created by the Adviser, sponsoring and maintaining technology platforms or services, processing distribution requests, providing performance and transaction statements, among other services. The specific services provided by TPFG to the Client are more fully described in the IMA and applicable SIS. 4. TPFG as Adviser to Private Clients. TPFG typically provides its Programs and services to Clients who are introduced through TPFG’s national network of Introducing Firms. Under certain circumstances, Advisers of TPFG will service Clients directly. When advising Clients directly, the Client will be a “Private Client” and TPFG will assume the roles and responsibilities otherwise assumed by the Introducing Firm. In this regard, TPFG assumes supervisory responsibilities applicable to the activities of the TPFG Adviser. The services provided to Private Clients, to include any fiduciary responsibilities, shall be viewed in light of the provisions of the Uniform Prudent Investor Act as applicable under governing law. 5. Limited Power of Attorney: Under most circumstances, Client will grant Adviser a Limited Power of Attorney (“LPOA”). However, certain Introducing Firms will not permit the Advisers they supervise to accept the LPOA. In such instances, the client provides all instructions to TPFG. When granting LPOA to the Adviser, the Client is authorizing TPFG to accept instructions from the Adviser without first verifying the instruction with the Client. Any instructions provided by the Adviser must adhere to TPFG’s policies as TPFG may establish and modify from time to time in its sole discretion. The authorization granted under the LPOA includes:
• Trading and Allocation Authorization - The Adviser is authorized to effect changes to the Account without first consulting the Client as it relates to the allocation to include the selection of one or more Models (to include Single Ticker Models) or Sleeves, the timing of adding or removing a Strategist, or to otherwise allocate the Account as the Adviser may deem appropriate within the selected Program and as permitted by the IMA, the applicable SIS, or TPFG’s policies governing the Program(s). Except as may be required to liquidate an existing position transferred into the account, trading authority does not grant to the Adviser the authority to buy or sell individual securities or to otherwise alter the security weightings of any one or more Strategist. The Adviser is not authorized or permitted to allocate to the Account a Strategist, fund, security or other investment vehicle not offered/and or approved by the selected Program. Unless otherwise specified, this authorization does not grant the Adviser the discretion to create custom UMAs for the SDBA, SMA, VAO or CRO Programs as those programs are limited solely to the selection of Models created and managed by TPFG. Client authorizes TPFG to rely on the representations made by the Adviser that the allocation and any risk profiles or risk tolerances associated with the allocation are appropriate for the client. TPFG is not responsible if an allocation or risk level is not appropriate for the client based on the Client’s investment objectives.
• Disbursement Authorization - Adviser is authorized to effect changes without first consulting Client as it relates to disbursing funds for further credit to one or more accounts previously identified and approved by Client having the same name and registration as the source account, or by check made payable to Client and delivered to the Client’s address of record on file with TPFG. (See Item 15. Custody for more additional information relevant to disbursements).
• Revoking LPOA – The Client is free to revoke any LPOA granted at any time by providing TPFG written notice and reasonable time to comply. Client may also revoke disbursement authorization by contacting the account custodian and revoking any Standing Letters of Authorization (“SLoA”). TPFG is not responsible for acting on any instructions received after the Client’s revocation of the LPOA. 6. Fiduciary Obligations of TPFG and Adviser TPFG and Adviser will serve as fiduciaries to the Client in accordance with the rules and regulations under the Advisers Act, ERISA, and generally accepted fiduciary principles which permits the allocating of fiduciary duties between fiduciaries. Accordingly, unless prohibited by law, the fiduciary obligations assumed are several between TPFG and Adviser and are outlined in the specific program IMA. When TPFG is providing services to Private Clients (See TPFG as Adviser to Private Clients.), the services provided to Private Clients, to include any fiduciary responsibilities, shall be viewed in light of the provisions of the Uniform Prudent Investor Act as applicable under governing law. In acting as a fiduciary, TPFG will be a fiduciary for only those Services for which it is expressly engaged as noted in the IMA, SIS/and or investment proposal and this Brochure, to include, maintaining the various Program(s) and managing the allocation(s) in accordance with the prescribed investment mandate or in accordance with information and instructions provided to TPFG by the Client or the Ad viser. Except when servicing Private Clients, under no circumstances will TPFG be deemed to be providing individualized investment advice or fiduciary services relating to, and without limitation, the selection, evaluation or appropriateness of any investment options, programs, share class, risk tolerance or other personal advice, whether made available through a Program or elsewhere, were such advice is specific to the needs and objectives of the Client. Client expressly agrees and understands that any and all such fiduciary services specific to the Client are provided by the Adviser and not TPFG. Notwithstanding the foregoing, TPFG may assist the Client and/or Adviser in the performance of other Non-Fiduciary Services but shall not be liable for any liabilities or claims arising thereunder unless directly caused by TPFG’s intentional misconduct or negligence, or as may be prohibited by applicable law. ERISA Fiduciary Obligations - To the extent an Account is governed by the Employee Retirement Income Security Act of 1974 (“ERISA”), TPFG shall be a fiduciary under Section 3(21)(A) of ERISA only. 7. Terminating the IMA A Client may terminate the Investment Management Agreement (“IMA”) by notifying TPFG in writing at its principal place of business or by sending an email to TPFG’s Client Services at [email protected]. In addition, the Client’s Adviser, acting at the direction of the Client, may terminate the Client’s Management Agreement in the same manner. TPFG may terminate the IMA by providing the Client with written notice. In addition, the Client has the right to terminate the IMA or services under an SIS without penalty within five business days after entering into the Agreement. In all instances of termination, any prepaid and unearned fees will be promptly refunded. In calculating a Client’s reimbursement of fees, TPFG will pro rate the reimbursement according to the number of days remaining in the billing period. 8. Assets Under Management As of December 31, 2023, TPFG’s total amount of discretionary assets under management was $3,491,796,905and TPFG’s total amount of non-discretionary assets under management was $ 240,901,598.