TPA is a registered investment adviser and provides the following services: financial planning, consulting, investment management services, use of independent mangers and educational seminars/workshops. TPA provides advisory services to individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, corporations and business entities. Prior to engaging TPA to provide any of the foregoing investment advisory services, the client is required to enter into one or more written agreements with TPA setting forth the terms and conditions under which TPA renders its services (collectively the "Agreement"). Neither TPA nor the client may assign the Agreement without the consent of the other party. A transaction that does not result in a change of actual control or management of TPA is not considered an assignment.
TPA has been in business since September 2009. John Chalk, Jr. is the principal owner of TPA as of April 1st, 2019. As of December 31, 2023, TPA manages $320,417,617 of assets on a discretionary basis and $132,231,499 on a non-discretionary basis.
This disclosure brochure describes the business of TPA. Certain sections will also describe the activities of Supervised Persons. Supervised Persons are any of TPA's officers, partners, directors (or other persons occupying a similar status or performing similar functions), or employees, or any other person who provides investment advice on TPA's behalf and is subject to TPA's supervision or control.
Financial Planning and Consulting Services TPA may provide its clients with a broad range of comprehensive financial planning and consulting services (which may include non-investment related matters). TPA's financial planning process focuses on helping clients align their wealth with their values. The process begins with getting to know clients personally, professionally and spiritually to allow TPA to understand their personal value systems. From there TPA works with clients to Identify and prioritize financial objectives such as retirement, education funding, risk management, estate planning, succession planning, investment planning, etc. Next, TPA gathers data and begins to analyze their financial position and to compare financial alternatives. Thereafter, TPA develops and presents a plan that seeks to tie together their objectives, values and wealth. Finally, TPA identifies action steps necessary to implement the plan and establish specific dates to monitor, review, and update the plan.
TPA may recommend the services of itself and/or other professionals to implement its recommendations. Clients are advised that a conflict of interest exists if TPA recommends its own services. The client is under no obligation to act upon any of the recommendations made by TPA under a financial planning or consulting engagement or to engage the services of any such recommended professional, including TPA itself. The client retains absolute discretion over all such implementation decisions and is free to accept or reject any of TPA's recommendations. Clients are advised that it remains their responsibility to promptly notify TPA if there is ever any change in their financial situation or investment objectives for the purpose of reviewing, evaluating, or revising TPA's previous recommendations and/or services.
Investment Management Services Clients can engage TPA to manage all or a portion of their assets on a discretionary basis. TPA primarily allocates clients' investment management assets among equities, mutual funds and exchange traded funds ("ETFs") in accordance with the investment objectives of the client. TPA also provides advice about any type of investment held in clients' portfolios.
4 For certain clients, the Registrant may manage client portfolios by allocating portfolio assets among various mutual funds, equities and ETF's on a discretionary basis using one or more of its proprietary investment strategies (collectively referred to as "investment strategy"). In so doing, the Registrant shall buy, sell, exchange and/or transfer shares of mutual funds, equities and ETF's based upon the investment strategy. The Registrant's management using the investment strategy has been designed to comply with the requirements of Rule 3a-4 of the Investment Company Act of 1940, as amended. Rule 3a-4 provides similarly-managed accounts, such as the investment strategy, with a safe harbor from the definition of an investment company. In accordance with Rule 3a-4, the following features have been specifically included in the Registrant's management using the investment strategy: 1. Initial Interview – an initial interview is conducted with each client to determine the client's financial circumstances, goals, acceptable levels of risk, any reasonable restrictions on the management of their account, and other relevant circumstances; 2. Individual Treatment – the client's account is managed on the basis of the client's financial circumstances and investment objectives; 3. Consultation – an Advisory Affiliate of the Registrant knowledgeable about the client's account shall be reasonably available to consult with the client relative to the status and management of their account; 4. Notice of Transactions – the client shall receive notice of all transactions in their account as if they had maintained a similar account outside of the investment strategy; 5. Quarterly Statement – the client shall be provided with a quarterly statement containing a description of all activity in their account; 6. Ability to Impose Restrictions – the client shall have the ability to impose reasonable restrictions on the management of their account, including the ability to instruct the Registrant not to purchase certain securities or types of securities; 7. No Pooling – the client's beneficial interest in a security does not represent an undivided interest in all the securities held by the custodian, but rather represents a direct and beneficial interest in the securities which comprise the client's account; 8. Separate Account – a separate account is maintained for the client with the custodian; and 9. Ownership – each client retains ownership of the account (e.g. right to withdraw securities or cash, exercise or delegate proxy voting, and receive transaction confirmations). In addition to the foregoing, clients may, in writing, place reasonable limitations upon the Registrant's discretionary authority. The investment strategy may involve an above-average portfolio turnover that could negatively impact upon the net after-tax gain experienced by an individual client. Securities in the investment strategy are usually exchanged and/or transferred without regard to a client's individual tax ramifications. Certain investment opportunities that become available to the Registrant's clients may be limited. For example, various mutual funds or insurance companies may limit the ability of the Registrant to buy, sell, exchange or transfer securities consistent with its investment strategy. As further discussed in response to Item 12 (below), in order to meet its fiduciary duties to all of its clients, the Registrant will endeavor to allocate investment opportunities among its clients on a fair and equitable basis. Participation in the Registrant's investment strategy carries additional risk to clients in that a mutual fund or insurance company may unilaterally restrict and/or prohibit the Registrant's trading activities thus prohibiting it from managing the assets consistent with the investment strategy. TPA

leverages an Order Management System through Ponetra to facilitate management of held away assets such as defined contribution plan participant accounts, with discretion. The platform allows us to avoid being considered to have custody of Client funds since we do not have direct access to Client log-in credentials to affect trades. TPA will review the current account allocations. When deemed necessary, TPA will rebalance the account considering client investment goals and risk tolerance, and any change in allocations will consider current economic and market trends.
5 Where we may leverage an Order Management System through Ponetra, we shall have discretionary authority over the assets in your account subject to reasonable restrictions.
TPA also may render non-discretionary investment management services to clients relative to variable life/annuity products that they may own, their individual employer-sponsored retirement plans, and/or 529 plans or other products that may not be held by the client's primary custodian. In so doing, TPA either directs or recommends the allocation of client assets among the various investment options that are available with the product. Client assets are maintained at the specific insurance company or custodian designated by the product.
On occasion TPA may allocate investment management assets among Independent Managers (as defined below).
TPA tailors its advisory services to the individual needs of clients. TPA consults with clients initially and on an ongoing basis to determine risk tolerance, time horizon and other factors that may impact the clients' investment needs. TPA ensures that clients' investments are suitable for their investment needs, goals, objectives and risk tolerance.
Clients are advised to promptly notify TPA if there are changes in their financial situation or investment objectives or if they wish to impose any reasonable restrictions upon TPA's management services.
IRA Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, TPA is providing the following acknowledgment to to the client. When TPA provides investment advice to the client regarding the client's retirement plan account or individual retirement account, TPA is the 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. The way TPA makes money creates some conflicts with the client's interests, so TPA operate under a special rule that requires it to act in the client's best interest and not put TPA's interest ahead of the client's. Under this special rule's provisions, TPA must:
•Meet a professional standard of care when making investment recommendations (give prudent advice);
•Never put TPA's financial interests ahead of the client's when making recommendations (give loyal advice);
•Avoid misleading statements about conflicts of interest, fees, and investments;
•Follow policies and procedures designed to ensure that TPA gives advice that is in the client's best interest;
•Charge no more than is reasonable for TPA's services; and
•Give the client basic information about conflicts of interest. TPA benefits financially from the rollover of the clients assets from a retirement account to an account that it manages or provide investment advice, because the assets increase TPA's assets under management and, in turn, TPA's advisory fees. As a fiduciary, TPA only recommends a rollover when it believes it is in the client's best interest.
6 Use of Independent Managers As mentioned above, TPA recommends that certain clients authorize the active discretionary management of a portion of their assets by and/or among certain independent investment managers ("Independent Managers"), based upon the stated investment objectives of the client. The terms and conditions under which the client engages the Independent Managers are set forth in a separate written agreement between TPA or the client and the designated Independent Managers. TPA renders services to the client relative to the discretionary selection or recommendation of Independent Managers. TPA also monitors and reviews the account performance and the client's investment objectives. TPA receives an annual advisory fee which is based upon a percentage of the market value of the assets being managed by the designated Independent Managers. When recommending or selecting an Independent Manager for a client, TPA reviews information about the Independent Manager such as its disclosure statement and/or material supplied by the Independent Manager or independent third parties for a description of the Independent Manager's investment strategies, past performance and risk results to the extent available. Factors that TPA considers in recommending an Independent Manager include the client's stated investment objectives, management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by the designated Independent Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client's assets, may be exclusive of, and in addition to, TPA's investment advisory fee set forth above. As discussed above, the client may incur additional fees than those charged by TPA, the designated Independent Managers, and corresponding broker-dealer and custodian. The investment management fees charged by the designated Independent Managers, together with the fees charged by the corresponding designated broker-dealer/custodian of the client's assets, will be in addition to, TPA's investment advisory fee set forth above.
In addition to TPA's written disclosure statement, the client also receives the written disclosure statement of the designated Independent Managers. Certain Independent Managers may impose more restrictive account requirements and varying billing practices than TPA. In such instances, TPA may alter its corresponding account requirements and/or billing practices to accommodate those of the Independent Managers.
If TPA refers a client to an Independent Manager where TPA's compensation is included in the advisory fee charged by such Independent Manager and the client engages the Independent Manager, TPA shall be compensated for its services by receipt of a fee to be paid directly by the Independent Manager to TPA. Any such fee is paid solely from the Independent Manager's investment management fee and does not result in any additional charge to the client.
Additions and Withdrawals to Accounts Clients may make additions to and withdrawals from their account at any time, subject to TPA's right to terminate an account. Clients may withdraw account assets on notice to TPA, subject to the usual and customary securities settlement procedures. However, TPA designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a client's investment objectives.
Educational Seminars/Workshops On occasion, TPA may offer educational workshops or seminars regarding personal finance, financial literacy, and other related areas. 7