INTRODUCTION Our firm, PASI Investments, LLC (hereinafter “PASI” or the “firm”), formed in 2007, is a registered investment adviser with its principal place of business located in Connecticut. As of September 1, 2023, PASI has undergone an ownership change and is now fully owned by U.S. Retirement Plan- ners, Inc. (“USRP”). USRP, in turn, is owned by USRP Holdings, Inc. SERVICES OFFERED BY PASI INVESTMENTS, LLC PASI provides discretionary and non-discretionary investment advisory services on a fee basis as more particularly described below. PASI’s annual investment advisory fee is based upon a percentage (%) of the market value of the assets placed under PASI’s management, generally between 0.10% and 1.50%, or a fixed fee. PENSION CONSULTING AND PENSION INVESTMENT MANAGEMENT Our firm provides retirement plan consulting to business owners and investment advice to spon- sors of 401(k) or other self-directed retirement plans. Our plans typically are either “pooled ac- counts” where the plan trustees make all investment decisions, or “participant directed accounts” where employees are given the ability and responsibility to direct the investment of their retire- ment dollars. We seek to provide fiduciary guidance and education to the sponsors, trustees and participants to aid them in managing their investments successfully. Clients can impose re- strictions on the investments included in their plans. Our firm also provides:  Ongoing educational materials and recommends model investment portfolios with various allocations based on age, risk tolerance, and personal circumstances.  Record-keeping services including comprehensive quarterly participant account state- ments and ongoing review of investment models and selected funds so as to maximize in- vestment performance.  Investment advice to individuals, particularly those approaching retirement age, or in re- tirement. Working with our clients, we develop an "Investment Policy Statement" for the account.  For pooled account clients, we generally recommend no-load mutual funds, corporate se- curities, government securities and certificates of deposit. These recommended invest- ments are intended to provide the investment choices and allocations necessary for cli- ents to comply with the provisions in their Investment Policy Statement.  For participant directed accounts, we generally recommend a selection of no-load mutual funds from the universe of available funds. These mutual funds are categorized to repre- sent a broad range of asset classes. We monitor the performance, management, and style changes of the funds in the plan, and make further recommendations when necessary. For plan sponsors who have selected participant directed accounts, we will generally pro- vide the plan participants with information on investment basics and asset allocation. The participants will then make their own initial and ongoing investment decisions as to alloca- tion, fund selection, timing, etc. The nature of the topics of the information to be provided will be determined in a collaborative manner, under the guidelines established in ERISA Sec- tion 404(c). PASI also provides participant directed plan accounts the option of offering PASI Model port- folios to their plan participants. These model portfolios offer (within the plan) a selection of managed portfolios representing different allocation strategies based on factors such as age, tolerance for risk and personal circumstances. The model portfolios generally consist of mu- tual funds selected from the universe of available no-load funds with a goal of consistent in- vestment results and maximized performance. We may recommend changes to the model portfolios according to the goals of each model (not according to the individual needs of any of the plan participants). Any changes to the funds within the model portfolios must be ap- proved by the plan sponsor in writing. As noted above, we may provide educational materials to plan participants to assist them in man- aging their plan accounts, including determining the model portfolio that would be most suitable for their own particular investment goals and objectives. It is important to note that in such in- stances, however, the plan sponsor, is our client, not the plan participants. The firm may assist participants in determining whether a model portfolio is appropriate for their goals and objectives (i.e., maximum capital appreciation, growth, income, or growth and income). In these instances, PASI may make recommendations to plan participants in connection with providing general edu- cation and guidance on plan options. PASI is deemed a fiduciary to our advisory clients that are employee benefit plans or individual retirement accounts (hereinafter “IRAs”) pursuant to the Employee Retirement Income and Secu- rities Act (hereinafter “ERISA”). As such, our firm is subject to specific duties and obligations un- der ERISA and the Internal Revenue Code that include, among other things, restrictions concern- ing certain forms of compensation. To avoid engaging in prohibited transactions, PASI may only charge fees for investment advice about products for which our firm does not receive any com- missions or 12b-1 fees. INDIVIDUAL PORTFOLIO MANAGEMENT Our firm also provides investment advice for individuals. Generally, account management is pro- vided on a discretionary basis. For individual clients, we generally recommend portfolios structured on an asset allocation basis, utilizing a broad range of asset classes. This asset allocation is determined based upon the goals and risk tolerance of each individual investor, as such is communicated to us. Investments choices within each asset class consist of, but are not limited to, stocks, bonds, mutual funds, exchange traded funds and certificates of deposits. To commence the investment advisory process, PASI will ascertain each client’s investment ob- jective(s) and then allocate the client’s assets consistent with the client’s designated investment objective(s). Once allocated, PASI provides ongoing supervision of the account(s). Before engag- ing PASI to provide investment advisory services, clients are required to enter into an Investment Advisory Agreement with PASI setting forth the terms and conditions of the engagement (includ- ing termination), describing the scope of the services to be provided, and the fee that is due from the client. MISCELLANEOUS ERISA PLAN and 401(k) INDIVIDUAL ENGAGEMENTS: PASI primarily provides investment advisory services to retirement plans:
• Participant Directed Retirement Plans. PASI is often engaged to provide investment advisory and consulting services to participant directed retirement plans per the terms and conditions of a Retirement Plan Services Agreement between PASI and the plan. For such engagements, PASI shall assist the Plan sponsor with the selec- tion of an investment platform from which Plan participants shall make their re- spective investment choices (which may include investment strategies devised and managed by PASI), and, to the extent engaged to do so, may also provide corre- sponding education to assist the participants with their decision making process.
• Trustee Directed Plans. PASI may be engaged to provide investment advisory ser- vices to ERISA retirement plans, whereby the Firm shall manage Plan assets con- sistent with the investment objective designated by the Plan trustees. In such en- gagements, PASI will serve as an investment fiduciary as that term is defined under The Employee Retirement Income Security Act of 1974 (“ERISA”). PASI will gener- ally provide services on an “assets under management” fee basis per the terms and conditions of an Investment Advisory Agreement between the Plan and the Firm. Please Note: Conflict of Interest. As disclosed below at Item 10, PASI is under common control with PASI, LLC, a Third Party Administrator (“TPA”). In the event that PASI, LLC, in its capacity as a TPA, is requested to recommend an Investment/Record Keeping Platform for a retirement plan client, a conflict of interest shall arise if any such Investment/Record Keeping Platform provides direct or indirect monetary assistance or other economic benefits (i.e., revenue sharing, travel to conferences, including entertainment, trips, etc.) to PASI, LLC (and/or its employees), including assistance based upon total assets introduced by PASI, LLC to the Platform. Such a recommenda- tion by PASI, LLC raises a conflict of interest because PASI, LLC has an economic incentive to rec- ommend an Investment/Record Keeping Platform that provides PASI, LLC (and/or its employees) with such additional benefits. PASI, LLC currently maintains such arrangements with Invest- ment/Record Keeping Platforms. No client is under any obligation to use the services of any In- vestment/Record Keeping Platform recommended by PASI, LLC, nor is any client who engages PASI, LLC for third party administration services under any obligation to engage PASI for advisory services, as also described in Item 10 below. ANY QUESTIONS: PASI’s Chief Compliance Officer, Melanie Hancock Brown, remains available to address any questions regarding this conflict of interest. No Financial Planning Services. In the limited event that PASI provides advisory services to in- dividual clients separate and independent of participant directed retirement plan engagements (see below), each such client is advised that PASI does not provide financial planning or related consulting services regarding non-investment related matters, such as tax and estate planning, insurance, etc. PASI does not serve as an attorney or accountant, and no portion of our services should be construed as same. Accordingly, PASI does not prepare estate planning or any other type of legal documents or tax returns. To the extent specifically requested by a client, we may recommend the services of other professionals for non-investment implementation purpose (i.e. attorneys, accountants, insurance, etc.), including a representative of PASI, in their separate ca- pacity as a licensed insurance agent. The recommendation by PASI that a client purchase an in- surance commission product through one of PASI’s representatives in their separate and individ- ual capacity as an insurance agent, presents a conflict of interest, as the receipt of commissions may provide an incentive to recommend insurance products based on commissions to be re- ceived, rather than on a particular client’s need The client is under no obligation to engage the services of any such recommended professional. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any recommendation from PASI and/or its representatives. If, and when, PASI is involved in a specific matter (i.e. estate planning, insurance, accounting-related engagement, etc.), it is the engaged licensed professionals (i.e. at- torney, accountant, insurance agent, etc.), and not PASI, that is responsible for the quality and competency of the services provided. Please Note: Non-Discretionary Service Limitations. Clients that determine to engage PASI on a non-discretionary investment advisory basis must be willing to accept that PASI cannot effect any account transactions without obtaining prior consent to any such transaction(s) from the cli- ent. Thus, in the event that PASI would like to make a transaction for a client’s account, and client is unavailable, PASI will be unable to effect the account transaction (as it would for its discretion- ary clients) without first obtaining the client’s consent. RightCapital and Orion Advisor Solutions. In conjunction with the services provided by Right Capital, LLC and Orion Advisor Solutions, PASI may also provide various financial reports which can incorporate all of the client’s investment assets including those investment assets that are not part of the assets managed by PASI (the “Excluded Assets”). PASI’s service relative to the Excluded Assets is limited to reporting services only, which does not include investment implementation. Because PASI does not have trading authority for the Excluded Assets, to the extent applicable to the nature of the Excluded Assets (assets over which the client maintains trading authority vs. trading authority designated to another investment professional), the client (and/or the other investment professional), and not PASI, shall be exclusively responsible for directly implement- ing any recommendations relative to the Excluded Assets. The client and/or their other advisors that maintain trading authority, and not PASI, shall be exclusively responsible for the investment performance of the Excluded Assets. Without limiting the above, PASI shall not be responsible for any implementation error (timing, trading, etc.) relative to the Excluded Assets. In the event the client desires that PASI provide investment management services with respect to the Excluded Assets, the client may engage PASI to do so pursuant to the terms and conditions of the Investment Advisory Agreement between PASI and the client. Please Note: Retirement Rollovers-Potential for Conflict of Interest: In the limited event that PASI provides advisory services to individual clients (non-retirement plan clients), a client or pro- spective 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 PASI rec- ommends that a client roll over their retirement plan assets into an account to be managed by PASI, such a recommendation creates a conflict of interest if PASI will earn new (or increase its current) compensation as a result of the rollover. When acting in such capacity, PASI serves as a fiduciary un- der the Employee Retirement Income Security Act (ERISA), or the Internal Revenue Code, or both. No client is under any obligation to rollover retirement plan assets to an account managed by PASI. PASI’s Chief Compliance Officer, Melanie Hancock Brown, remains available to address any questions that a client or prospective client may have regarding the potential for conflict of interest presented by such rollover recommendation. Custodian Charges-Additional Fees: As discussed below at Item 12 below, when requested to recommend a broker-dealer/custodian for client accounts, PASI generally recommends that Charles Schwab & Company, Inc. (“Schwab”) serve as the broker-dealer/custodian for client in- vestment management assets. Broker-dealers such as Schwab charge transaction fees for effect- ing 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). Please Note: there can be no assurance that Schwab will not change its transaction fee pricing in the future. Please Also Note: Schwab may also assess fees to clients who elect to receive trade confirmations and account statements by regular mail rather than electronically. When beneficial to the client, individual fixed‐income and/or equity transactions may be effected through broker‐dealers with whom PASI 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). In addition to PASI’s in- vestment advisory fee referenced in Item 5 below, the client will also incur transaction fees to purchase securities for the client’s account (i.e., mutual funds and exchange traded funds, etc.). With respect to retirement plan custody, PASI may recommend several retirement plan custodi- ans, including Great West Trust Company (conducting business as Empower Retirement) or “Em‐ power”, Fidelity, John Hancock and American Funds (Capital Group). Retirement plan custodians will charge administrative, custodial and or transaction fees, in addition to fees charged by PASI. ANY QUESTIONS: PASI’s Chief Compliance Officer, Melanie Hancock Brown, remains available to address any questions that a client or prospective client may have regarding the above. Please Note: Schwab (as do its primary competitors that provide similar pricing arrangements) requires that cash proceeds to be automatically swept into a Schwab proprietary or affiliated money market mutual funds or cash sweeps accounts, which proprietary/affiliated Schwab funds/accounts do not provide the highest return available. Please Note-Use of Mutual and Exchange Traded Funds: Most mutual funds and exchange- traded funds are available directly to the public. Thus, a prospective client can obtain many of the funds that may be utilized by PASI independent of engaging PASI as an investment advisor. How- ever, if a prospective client determines to do so, he/she will not receive PASI’s initial and ongoing investment advisory services. Please Note: In addition to PASI’s investment advisory fee de- scribed below, and transaction and/or custodial fees discussed below, clients will also incur, rel- ative to all mutual fund and exchange traded fund purchases, charges imposed at the fund level (e.g. management fees and other fund expenses). ANY QUESTIONS: PASI’s Chief Compliance Of- ficer, Melanie Hancock Brown, remains available to address any questions that a client or pro- spective client may have regarding the above. Independent Managers. PASI may allocate (and/or recommend that the client allocate) a por- tion of a client’s investment assets among unaffiliated independent investment managers (“Inde‐ pendent Manager(s)”) in accordance with the client’s designated investment objective(s). In such situations, the Independent Manager[s] shall have day-to- day responsibility for the active discre- tionary management of the allocated assets. PASI shall continue to render investment supervisory services to the client relative to the ongoing monitoring and review of account performance, asset allocation and client investment objectives. Factors which PASI shall consider in recommending an Independent Manager include the client’s designated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. Please Note: The investment management fee charged by the Independent Manager[s]is separate from, and in addition to, PASI’s advisory fee as set forth in the fee schedule at Item 5 below and which will be disclosed to the client before entering into the Independent Manager engagement and/or subject to the terms and conditions of a separate agreement between the client and the Independent Man- ager(s). Private Investment Funds. PASI may provide investment advice regarding unaffiliated private in- vestment funds. PASI’s role relative to the private investment funds shall be limited to its initial and ongoing due diligence and investment monitoring services. If a client determines to become a private fund investor, the amount of assets invested in the fund(s) shall be included as part of “assets under management” for purposes of PASI calculating its investment advisory fee. PASI’s clients are under absolutely no obligation to consider or make an investment in a private investment fund(s). Please Note: Private investment funds generally involve various risk factors, including, but not limited to, potential for complete loss of principal, liquidity constraints and lack of transparency, a complete discussion of which is set forth in each fund’s offering documents, which will be pro- vided to each client for review and consideration. Unlike liquid investments that a client may maintain, private investment funds do not provide daily liquidity or pricing. Each prospective cli- ent investor will be required to complete a Subscription Agreement, pursuant to which the client shall establish that he/she is qualified for investment in the fund, and acknowledges and accepts the various risk factors that are associated with such an investment. Please Also Note: Valuation. In the event that PASI references private investment funds owned by the client on any supplemental account reports prepared by PASI, the value(s) for all private investment funds owned by the client shall reflect the most recent valuation provided by the fund sponsor. However, if subsequent to purchase, the fund has not provided an updated valuation, the valuation shall reflect the initial purchase price. If subsequent to purchase, the fund provides an updated valuation, then the statement will reflect that updated value. The updated value will con- tinue to be reflected on the report until the fund provides a further updated value. Please Also Note: As result of the valuation process, if the valuation reflects initial purchase price or an updated value subsequent to purchase price, the current value(s) of an investor’s fund hold- ing could be significantly more or less than the value reflected on the report. The client’s advisory fee shall be based upon the value reflected on the report. Portfolio Activity. In the event that PASI provides advisory services to trustee directed retire- ment plans clients (see above) or individual clients (non-retirement plan clients), PASI has a fi- duciary duty to provide services consistent with the client’s best interest. As part of its investment advisory services, PASI 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 per- formance, market conditions, fund manager tenure, style drift, account additions/withdrawals, and/or a change in the client’s investment objective. Based upon these factors, there may be ex- tended periods of time when PASI determines that changes to a client’s portfolio are neither nec- essary nor prudent. Of course, as indicated below, there can be no assurance that investment de- cisions made by PASI will be profitable or equal any specific performance level(s). Clients none- theless remain subject to the fees described in Item 5 below during periods of account inactivity. ESG/Socially Responsible Investing Limitations. Socially Responsible (ESG) Investing Limitations. Socially Responsible Investing involves the incorporation of Environmental, Social and Govern- ance (“ESG”) considerations into the investment due diligence process. ESG investing incorporates a set of criteria/factors used in evaluating potential investments: Environmental (i.e., considers how a company safeguards the environment); Social (i.e., the manner in which a company manages relationships with its employees, customers, and the communities in which it operates); and Gov- ernance (i.e., company management considerations). The number of companies that meet an ac- ceptable ESG mandate can be limited when compared to those that do not, and could underper- form broad market indices. Investors must accept these limitations, including potential for under- performance. Correspondingly, the number of ESG mutual funds and exchange-traded funds are limited when compared to those that do not maintain such a mandate. As with any type of invest- ment (including any investment and/or investment strategies recommended and/or undertaken by the firm), there can be no assurance that investment in ESG securities or funds will be profita- ble, or prove successful. PASI does not maintain or advocate an ESG investment strategy, but will seek to employ ESG if directed by a client to do so. If implemented, PASI shall rely upon the assess- ments undertaken by the unaffiliated mutual fund, exchange traded fund or separate account port- folio manager to determine that the fund’s or portfolio’s underlying company securities meet a socially responsible mandate. 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, PASI shall generally purchase a higher yielding money mar- ket fund available on the custodian’s platform with cash proceeds or deposits, unless PASI rea- sonably 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 the firm’s ac- tively 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. Cybersecurity Risk. The information technology systems and networks that PASI and its third- party service providers use to provide services to the firm’s clients employ various controls, which are designed to prevent cybersecurity incidents stemming from intentional or unintentional actions that could cause significant interruptions in the firm’s operations and result in the unauthorized acquisition or use of clients’ confidential or non-public personal information. Clients and PASI 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 PASI has established its processes to reduce the risk of cybersecurity incidents, there is no guarantee that these efforts will always be successful, especially considering that PASI 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. Client Obligations. In performing our services, PASI shall not be required to verify any infor- mation received from the client or from the client’s other professionals, and is expressly author- ized to rely thereon. Moreover, it remains each client’s responsibility to promptly notify PASI if there is ever any change in his/her/its financial situation or investment objectives for the purpose of reviewing/evaluating/revising our previous recommendations and/or services. Cash Positions. PASI continues to treat cash as an asset class. As such, unless determined to the contrary by PASI, all cash positions (money markets, etc.) shall continue to be included as part of assets under management for purposes of calculating PASI’s advisory fee. At any specific point in time, depending upon perceived or anticipated market conditions/events (there being no guar- antee that such anticipated market conditions/events will occur), PASI may maintain cash posi- tions 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, PASI’s advisory fee could exceed the interest paid by the client’s money market fund Please Note: Investment Risk. Different types of investments involve varying degrees of risk, and it should not be assumed that future performance of any specific investment or investment strategy (including the investments and/or investment strategies recommended or undertaken by PASI) will be profitable or equal any specific performance level(s). Disclosure Statement. A copy of PASI’s written Brochure as set forth on Part 2A of Form ADV, along with our Form CRS (Relationship Summary) shall be provided to each client prior to, or contemporaneously with, the execution of the Investment Advisory Agreement or Retirement Plan Consulting Agreement. PASI shall provide investment advisory services specific to the needs of each client. Prior to providing investment advisory services, an investment adviser representative will ascertain each client’s investment objective(s). Thereafter, PASI shall allocate and/or recommend that the client allocate investment assets consistent with the designated investment objective(s). The client may, at anytime, impose reasonable restrictions, in writing, on PASI’s services. PASI does not participate in a wrap fee program. Our firm had approximately $103,668,040 of non-discretionary assets under management as of December 31, 2023. Additionally, our firm had approximately $399,625,701 in discretionary assets under management as of December 31, 2023. The firm’s total AUM is approximately $503,293,741.