COPLEY FINANCIAL GROUP, INC.

F O R M A D V P A R T 2 A D I S C L O S U R E B R O C H U R E Office Address: 2650 Camino del Rio North Suite 350 San Diego, CA 92108 Tel: 619-294-6008 Fax: 619-294-6005 Matthew@CopleyFG.com D E C E M B E R 1 1 , 2 0 2 5 This brochure provides information about the qualifications and business practices of Copley Financial Group, Inc. Being registered as a registered investment adviser does not imply a certain level of skill or training. If you have any questions about the contents of this brochure, please contact us at 619-294-6008. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission, or by any state securities authority. Additional information about Copley Financial Group, Inc. (CRD #283070) is available on the SEC’s website at www.adviserinfo.sec.gov i Copley Financial Group, Inc.  Item 2: Material Changes Annual Update The Material Changes section of this brochure will be updated annually or when material changes Material Changes since the Last Update occur since the previous release of the Firm Brochure. • Since the last filing of this brochure on November 19, 2025, the following material changes have been made: Full Brochure Available Item 5 has been updated to disclose the new fee schedule for asset management services related to fee-based alternative investments. Whenever you would like to receive a complete copy of our Firm Brochure, please contact us by telephone at 619-294-6008 or by email at Matthew@CopleyFG.com ii Copley Financial Group, Inc.  Item 3: Table of Contents Form ADV – Part 2A – Firm Brochure Item 1: Cover Page Item 2: Material Changes .................................................................................................................... ii Annual Update ................................................................................................................................................. ii Material Changes since the Last Update ............................................................................................... ii Item 3: Table of Contents ................................................................................................................... iii Full Brochure Available ............................................................................................................................... ii Item 4: Advisory Business .................................................................................................................. 1 Firm Description ............................................................................................................................................ 1 Client Tailored Services and Client Imposed Restrictions ............................................................. 2 Wrap Fee Programs ...................................................................................................................................... 2 Item 5: Fees and Compensation ....................................................................................................... 2 Client Assets under Management ............................................................................................................ 2 Method of Compensation and Fee Schedule........................................................................................ 2 Client Payment of Fees ................................................................................................................................. 7 Additional Client Fees Charged ................................................................................................................ 7 Prepayment of Client Fees .......................................................................................................................... 7 Item 6: Performance-Based Fees and Side-by-Side Management ........................................ 8 External Compensation for the Sale of Securities to Clients ......................................................... 8 Item 7: Types of Clients ....................................................................................................................... 8 Sharing of Capital Gains ............................................................................................................................... 8 Description ....................................................................................................................................................... 8 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss ................................ 8 Account Minimums ....................................................................................................................................... 8 Methods of Analysis ...................................................................................................................................... 8 Investment Strategy ...................................................................................................................................... 8 Item 9: Disciplinary Information ................................................................................................... 10 Security Specific Material Risks ............................................................................................................... 9 Criminal or Civil Actions ...........................................................................................................................10 Administrative Enforcement Proceedings .........................................................................................10 Self-Regulatory Organization Enforcement Proceedings .............................................................10 iii Copley Financial Group, Inc.  Item 10: Other Financial Industry Activities and Affiliations ............................................. 10 Broker-Dealer or Representative Registration ................................................................................10 Futures or Commodity Registration .....................................................................................................10 Material Relationships Maintained by this Advisory Business and Conflicts of Interest 10 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Recommendations or Selections of Other Investment Advisors and Conflicts of Interest11 Trading ................................................................................................................................................... 11 Code of Ethics Description .......................................................................................................................11 Investment Recommendations Involving a Material Financial Interest and Conflict of Interest .............................................................................................................................................................12 Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of Interest .............................................................................................................................................................12 Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Item 12: Brokerage Practices ......................................................................................................... 13 Transactions and Conflicts of Interest .................................................................................................12 Factors Used to Select Broker-Dealers for Client Transactions .................................................13 Item 13: Review of Accounts ........................................................................................................... 14 Aggregating Securities Transactions for Client Accounts ............................................................14 Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved ..........................................................................................................................................14 Review of Client Accounts on Non-Periodic Basis ..........................................................................14 Item 14: Client Referrals and Other Compensation ................................................................ 14 Content of Client Provided Reports and Frequency .......................................................................14 Economic benefits provided to the Advisory Firm from External Sources and Conflicts of Interest .............................................................................................................................................................14 Item 15: Custody .................................................................................................................................. 15 Advisory Firm Payments for Client Referrals ...................................................................................14 Item 16: Investment Discretion ..................................................................................................... 15 Account Statements ....................................................................................................................................15 Item 17: Voting Client Securities ................................................................................................... 15 Discretionary Authority for Trading ....................................................................................................15 Item 18: Financial Information ...................................................................................................... 15 Proxy Votes ....................................................................................................................................................15 Balance Sheet .................................................................................................................................................15 iv Copley Financial Group, Inc.  Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients ............................................................................................................................16 Bankruptcy Petitions during the Past Ten Years .............................................................................16 v Copley Financial Group, Inc.  Item 4: Advisory Business Firm Description Copley Financial Group, Inc. (Advisor) was founded in 2014 and began offering advisory services in 2016. Matthew D. Copley is 100% owner. Types of Advisory Services ASSET MANAGEMENT Advisor offers discretionary and non-discretionary asset management services to advisory Clients. Advisor will offer Clients ongoing asset management services through determining individual investment goals, time horizons, objectives, and risk tolerance. Investment strategies, investment selection, asset allocation, portfolio monitoring and the overall investment program will be based on the above factors. As part of your overall portfolio, Advisor may also recommend you invest in fee-based alternative investments. Discretionary When the Client provides Advisor discretionary authority the Client will sign a limited trading authorization or equivalent. Advisor will have the authority to execute transactions in the account without seeking Client approval on each transaction. When deemed appropriate for the Client, Advisor may hire Sub-Advisors to manage all or a portion of the assets in the Client account. Advisor has full discretion to hire and fire Sub-Advisors as we deem suitable. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub-Advisor and Advisor. Sub-Advisors execute trades on behalf of Advisor in Client accounts. Advisor will be responsible for the overall direct relationship with the Client. Advisor retains the authority to terminate the Sub-Advisor relationship at Advisor’s discretion. Non-Discretionary When the Client elects to use Advisor on a non-discretionary basis, Advisor will determine the securities to be bought or sold and the amount of the securities to be bought or sold. However, Advisor will obtain prior Client approval on each and every transaction before executing any transaction. ORION PORTFOLIO SOLUTIONS Advisor offers discretionary management services through a program sponsored by Orion Portfolio Solutions(Orion). The terms and conditions under which the client shall engage Orion shall be set forth in separate written agreements between (1) the client and Advisor and (2) the client and Orion. Advisor shall continue to render advisory services to the client relative to the ongoing monitoring and review of account performance, for which Advisor shall receive an annual advisory fee which is based upon a percentage of the market value of the assets being managed by Orion. Factors that Advisor shall consider in recommending Orion include the client’s stated investment objective(s), management style, performance, reputation, financial strength, reporting, pricing, and research. The investment management fees charged by Orion are exclusive of, and in addition to, Advisor’s investment advisory fee set forth above. In addition to Advisor’s written disclosure statement, the client shall also receive the written disclosure statement of Orion. Clients should review Orion’s ADV Part 2 or Terms of Use for additional details regarding services. 1 Copley Financial Group, Inc.  CO-ADVISOR Advisor has entered into a Co-Advisor relationship with Gradient Investments, LLC (GI). Advisor will provide information to each client regarding the services offered by GI as the portfolio manager. Advisor will assist the Client to determine the appropriate model selection based on the Client’s investment objectives and risk tolerance. Advisor will have full discretion on an ongoing basis to select suitable models to maintain client’s risk tolerance. Advisor will share in the management fees charged by GI as described in Item 5 of this brochure. REFERRAL ARRANGEMENTS Advisor recommends the services of third-party money managers (TPM) to manage client accounts. In such circumstances, Advisor receives referral fees from the TPM. Advisor acts as the liaison between the client and the TPM in return for an ongoing portion of the advisory fees charged by the TPM. Advisor helps the client complete the necessary paperwork of the TPM, provides ongoing services to the client, will provide the TPM with any changes in client status as provided to Advisor by the client and review the quarterly statements provided by the TPM. Advisor will deliver the Form ADV Part 2, Privacy Notice and Disclosure Statement of the TPM. Clients placed with TPMs will be billed in accordance with the TPM’s fee schedule which will be disclosed to the client prior to signing an agreement. This is detailed in Item 10 of this brochure. SEMINARS AND WORKSHOPS Advisor holds seminars and workshops to educate the public on different types of investments and the different services they offer. The seminars are educational in nature and no specific Client Tailored Services and Client Imposed Restrictions investment or tax advice is given. The goals and objectives for each client are documented in our client files. Investment strategies are created that reflect the stated goals and objectives. Clients may impose restrictions on investing in certain securities or types of securities. Wrap Fee Programs Agreements may not be assigned without written client consent. Client Assets under Management Advisor does not sponsor any wrap fee programs.. Advisor has the following assets under management: Discretionary Amounts: Non-discretionary Amounts: $318,789,826 $30,237 Date Calculated: November 10, 2025 Item 5: Fees and Compensation Method of Compensation and Fee Schedule ASSET MANAGEMENT Advisor offers direct asset management services to advisory clients. The fees for these services will be based on a percentage of assets under management as follows: Assets Under Management $0.00 - $100,000 $100,001 - $250,000 $250,001 - $1,000,000 Annual Fee 1.35% 1.30% 1.20% Monthly Fee .1125% .10833% .1000% 2 Copley Financial Group, Inc.  $1,000,001 - $9,999,999,999 1.10% .09167% The annual fee may be negotiable. Accounts within the same household may be combined for a reduced fee. Advisor will charge an advisory fee based on the above schedule for the services we provide. As part of a client’s overall portfolio Advisor may recommend you invest in fee-based alternative investments. Advisor charges a flat annual fee of 1% on fee-based alternative investments. The account value of the alternative investments will not be included in the account householding for calculating fees for other accounts managed by Advisor. Fees are billed monthly in arrears based on the amount of assets managed as of the close of business on the last business day of the month. For clients invested in fee-based alternative investments, fees will be billed monthly in arrears based on the initial investment. Monthly advisory fees will be deducted from the clients' account by the custodian. The fees must be paid within ten (10) days following the beginning of the month which the account is being billed for. Lower fees for comparable services may be available from other sources. Advisor may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios by executing a Sub-Advisor agreement with other registered investment advisor firms. When using Sub- Advisors, the Client will not pay additional fees, the fees are included in the fee charged by Advisor. The sub-advisor fee will be disclosed to and acknowledged by the Client in Advisor’s Investment Advisory Agreement. Sub-Advisor may directly deduct their portion of the fee separately from Advisor. For accounts that utilize GeoWealth Management LLC as a Sub-Advisor, accounts will be billed monthly in arrears based on the average daily balance of the account. ORION PORTFOLIO SOLUTIONS Orion does not receive any portion of the advisory fee as it relates to the client account. The total annual fees for the Orion Program may not exceed 2% of assets under management. The fees paid to Advisor for services offered through Orion will be based on a percentage of assets under management. These fees and the fees charged by Orion together will not exceed 2% annually. The fee will be disclosed in detail on the client’s Investment Advisory Agreement. The fees are charged monthly in arrears and are based on the average daily account balance for the period for the prior month. Fees for Orion services include: • • • Administration Fees (reporting and accounting services – ranging from 0.15% - 0.45%), Account Maintenance Fees ($25 or $50 per account annually), and Strategist Fees (range from 0.0% to 0.10%). Fees are automatically deducted from the client’s account by Orion; Orion will pay Advisor their portion of the fees. Advisor does not have the ability to directly deduct their advisory fee from the client account. Clients may terminate their account within five (5) business days of signing the Investment Advisory Agreement for a full refund. Clients may terminate advisory services with thirty (30) days written notice. Advisor will be entitled to a pro rata fee for the days service was provided in the final month. Client shall be given thirty (30) days prior written notice of any increase in fees, and client will acknowledge, in writing, any agreement of increase in said fees. CO-ADVISOR FEES 3 Copley Financial Group, Inc.  Advisor has entered into a Co-Advisor Agreement with the following Third-Party Money Gradient Investments, LLC (GI) Managers (TPM). GI is a Registered Investment Advisor registered with the Securities and Exchange Commission that provides investment portfolio advice and supervisory services. STRATEGIC PORTFOLIOS GI offers an actively managed program of mutual fund and stock portfolios. The fee will be disclosed to the client in the Investment Advisory Agreement and are negotiable. The client’s fee for these services will be based on a percentage of assets under management as follows: Advisor Annual Fee GI 1.70% 0.70% 1.00% All Assets TACTICAL PORTFOLIOS Annual Fee GI Advisor All Assets 1.65% 0.65% 1.00% Traditionally, GI’s Tactical Portfolio was billed with a max annual fee of 2.00%. Since GI is the sub- advisor to the Tactical Portfolio and will receive an annual fee of 0.20% from the ETF, GI has reduced its annual fee of the Tactical Portfolio so as not to double dip. $2,000 ALLOCATION & DEFINED OUTCOME PORTFOLIOS For example, a Client investing $100,000 in the GI Tactical portfolio prior to November 2022 . After November 2022 the would pay an annual fee to GI of $2,000 or $100,000 x 2.00% = $1,850 same client would pay GI an annual fee of $1,650 or $100,000 x 1.65% = $1,650 and pay the internal fees of $200 or $100,000 x 0.20% = $200. For a total of $1,650 + $200 = . Annual Fee GI Advisor All Assets PRESERVATION PORTFOLIOS 1.55% Annual Fee 0.55% GI 1.00% Advisor 1.00% 0.40% 0.60% All Assets CLIENT DIRECTED ACCOUNTS Annual Fee GI Advisor All Assets $300 $300 $0 rd For Client Directed Accounts (CDA), GI will assist in the opening, closing and transferring of accounts. GI will not have discretion at any time on these accounts. Client is solely responsible for the assets held within the accounts and their values which could increase or decrease (potential loss of principal). GI will not execute trades in CDA accounts. GI exceptions will be made for withdrawals to client or assets transferred into a GI managed portfolio. GI will also provide performance reporting on these accounts and can furnish 3 party analysis reports per the client’s request. Similar services may be available through other sources for a lower fee. These are flat fee schedules, the entire portfolio is charged the same asset management fee. Example: 4 Copley Financial Group, Inc.  Portfolio Calculation Quarterly Fee $15 Strategic Portfolio: Tactical Portfolio: Allocation & Defined Outcome Portfolio: Preservation Portfolio: ($750,000*1.70%) * (91/365) $3,178.77 ($750,000*1.65%) * (91/365) $3,085.27 ($750,000*1.55%) * (91/365) $2,898.29 ($750,000*1.0%) * (91/365) $1,869.86 Quarterly Service Fee* Fee Calculation: (Quarter End Value x Annual Fee %) x (Days in Quarter/Days in Year) + * The $15 Quarterly Service Fee is the technology fee charged per account or investment strategy for performance and other reporting. This fee is disclosed in our ADV Part 2A (Item 5: Fees and Compensation) and in our Investment Proposal and Contract (Schedule D: Schedule of Fees). The above fees are negotiable. Fees are assessed quarterly in arrears based on the amount of the assets managed as of the end of the previous quarter. All management fees are withdrawn from the Client’s account unless otherwise noted. GI will receive written authorization from the Client to deduct advisory fees from their account held by a qualified custodian. GI will pay Advisor their share of the fees. Advisor does not have access to deduct Client fees. Clients may terminate their account within five (5) business days of signing the investment advisory agreement without penalty or obligation. For terminations after the initial five business days, GI will be entitled to a pro-rata fee for the days service was provided in the final quarter. GI Incentive Program - GI will pay Advisor their portion of the final fee. In addition to the regular advisory fee, GI has instituted a long-term incentive arrangement by which Advisor can share in GI’s portion of the management fee. This does not change the cost to the client; it is a sharing arrangement paid from GI’s portion of the advisory fee. The incentive arrangement will be paid annually according to the following table: Advisor quarterly AUM with GI $10,000,000 $25,000,000 $50,000,000 $75,000,000 Participation rate in GI’s fee 3.00% 10.00% 12.50% 15.00% Once Advisor reaches and maintains the thresholds listed above, the participation rate applies to all of the AUM for the quarter. To receive the incentive award, Advisor needs to meet two qualifications. First, the quarter end billable AUM must be above the threshold amounts specified. Second, Advisor must be an advisor “in good standing” with GI at the time the annual checks are issued. “In good standing” means the advisor is proactively placing assets with GI. This relationship will be disclosed to the client in each contract between Advisor and TPM. Advisor does not charge additional management fees for TPM managed account services. Client's signature is required to confirm consent for services within TPM Investment Agreement. Client will initial Advisor Investment Advisory Agreement to acknowledge receipt of TPM fee Schedule and required documents including Form ADV Part 2 disclosures. GI will assist in the opening, closing and transferring of accounts. GI will provide institutional and 3rd party reports on securities held in the account and investment analysis via email or via phone when requested. GI will liquidate and purchase securities per the client’s request. GI will also provide administrative services per the client’s written request such as: ACH, 5 Copley Financial Group, Inc.  check writing, RMD servicing. GI will provide consolidated household performance reporting on these accounts which are combined with any GI managed accounts. The above fees are negotiable. Fees are assessed quarterly in arrears based on the amount of the assets managed as of the end of the previous quarter. All management fees are withdrawn from the client’s account unless otherwise noted. GI will receive written authorization from the client to deduct advisory fees from their account held by a qualified custodian. GI will pay Advisor their share of the fees. Advisor does not have access to deduct client fees. Clients may terminate their account within five business days of signing the investment advisory agreement with no obligation. For terminations after the initial five business days, GI will be entitled to a pro-rata fee for the days service was provided in the final quarter. GI will pay Advisor their portion of the final fee. REFERRAL FEES Efficient Market Advisors, a Business of Cantor Fitzgerald Investment Advisors Advisor has entered into a Referral Agreement with the following TPMs. EMA is a Registered Investment Advisor registered with the Securities and Exchange Commission. EMA offers a variety of portfolio models which have been constructed using strategic, tactical and opportunistic asset allocation techniques. EMA provides investors with an account that seeks to maximize investment performance given the investor’s time horizon and willingness to accept risk. Advisor receives a portion of the advisory fee paid by the client to EMA. The fee will be disclosed to the client in the Investment Advisory Agreement. The client’s fee for these services are negotiable with accounts over $2.5 million and will be based on a percentage of assets under management as follows: Assets under Management Maximum Annual Fee EMA Maximum Retention Advisor Maximum Retention $0 to $500,000 $500,000 to $1 million $1 million to $2.5 million $2.5 million or more 1.50% 1.30% 1.0% Negotiable .50% .45% .40% Negotiable 1.00% .85% .60% .50% The relationship between Advisor and the TPM will be disclosed to the client in writing prior to commencement of the services. Advisor does not charge additional management fees for TPM managed account services. Client's signature is required to confirm consent for services within TPM Investment Agreement. Client will initial Advisor's Investment Advisory Agreement to acknowledge receipt of the TPM’s fee schedule and required documents including ADV Part 2 disclosures. The account fee is generally paid to EMA quarterly in advance, with payment due within 10 days from the date of the invoice. However, the account fee may also be structured on a tiered basis, with a reduced percentage based on reaching certain thresholds. Fees will be equal to the agreed upon rate per annum, times the market value of the account, divided by the number of days in the agreed upon year and multiplied by the number of days in the quarter. The market value will be construed to equal the sum of the values of all assets in the account, not adjusted by any margin debt. 6 Copley Financial Group, Inc.  Fees may be paid directly to EMA from the account by the custodian holding a client’s assets upon submission of an invoice to the custodian showing the amount of fees, the value of the client’s assets on which the fees are based, and the specific manner in which the fees are calculated. Payment of fees may result in the liquidation of client’s securities if there is insufficient cash in the account. For purposes of determining value, securities and other instruments traded on a market for which actual transaction prices are publicly reported shall be valued at the last reported sale price on the principal market in which they are traded (or, if there shall be no sales on such date, then at the mean between the closing bid and asked prices on such date). Other readily marketable securities shall be priced using a pricing service or through quotations from one or more broker-dealers. All other assets shall be valued at fair value by EMA whose determination shall be conclusive. Fee adjustments for additional assets received into the account during a quarter will be provided on a pro-rated basis contingent on the number of days remaining in the quarter. SEMINARS AND WORKSHOPS Client Payment of Fees Advisor offers seminars and workshops at no additional cost. • Fees for asset management services are: • Deducted from a designated Client account. The Client must consent in advance to direct debiting of their investment account. • Check – to be remitted by Client to Advisor Electronic Payment via ACH, Debit Card, or Credit Card (fees will be paid via a third party payment processor in which the client will securely input payment information and pay the advisory fee through a secure portal. Advisor will not have continuous access to the Client’s banking information.) Fees for asset management services provided by TPM are deducted from a designated Client account by TPM to facilitate billing. The Client must consent in advance to direct debiting of their Additional Client Fees Charged investment account. Custodians may charge transaction fees on purchases or sales of certain mutual funds, equities, and exchange-traded funds. These charges may include Mutual Fund transactions fees, postage and handling and miscellaneous fees (fee levied to recover costs associated with fees assessed by self-regulatory organizations). The selection of the security is more important than the nominal fee that the custodian charges to buy or sell the security. Advisor, in its sole discretion, may waive its minimum fee and/or charge a lesser investment advisory fee based upon certain criteria (e.g., historical relationship, type of assets, anticipated future earning capacity, anticipated future additional assets, dollar amounts of assets to be managed, related accounts, account composition, negotiations with clients, etc.). Prepayment of Client Fees For more details on the brokerage practices, see Item 12 of this brochure. Advisor does not require any prepayment of fees of more than $1,200 per Client and six months or more in advance. 7 Copley Financial Group, Inc.  External Compensation for the Sale of Securities to Clients Investment Advisor Representatives of Advisor receive external compensation for the sale of securities to clients as Registered Representatives of Emerson Equity LLC, a broker-dealer. This represents a conflict of interest because it gives an incentive to recommend products based on the commission received. As Registered Representatives, they do not charge advisory fees for the services offered through Emerson Equity LLC. This conflict is mitigated by disclosures, procedures, and Advisor’s fiduciary obligation to place the best interest of the Client first and Clients are not required to purchase any products or services. Clients have the option to purchase these products through another registered representative of their choosing. Item 6: Performance-Based Fees and Side-by-Side Management Sharing of Capital Gains Fees are not based on a share of the capital gains or capital appreciation of managed securities. Advisor does not use a performance-based fee structure because of the conflict of interest. Performance based compensation may create an incentive for the advisor to recommend an investment that may carry a higher degree of risk to the client. Item 7: Types of Clients Description Advisor generally provides investment advice to individuals and pension and profit sharing plans. Account Minimums Client relationships vary in scope and length of service. Advisor requires a minimum of $100,000 to open an account, however the minimum may be waived at Advisor’s discretion. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis Advisor may utilize fundamental analysis or technical or chart analysis when managing client’s assets. Investing in securities involves risk of loss that clients should be prepared to bear. Past performance is not a guarantee of future returns. Fundamental analysis involves evaluating a stock using real data such as company revenues, earnings, return on equity, and profits margins to determine underlying value and potential growth. Technical or Chart analysis involves evaluating securities based on past prices and volume. The main sources of information include financial newspapers and magazines, annual reports, Investment Strategy prospectuses, and filings with the Securities and Exchange Commission. The investment strategy for a specific client is based upon the objectives stated by the client during consultations. The client may change these objectives at any time. Each client executes an Investment Policy Statement or Risk Tolerance that documents their objectives and their desired investment strategy. 8 Copley Financial Group, Inc.  Security Specific Material Risks All investment programs have certain risks that are borne by the investor. Fundamental analysis may involve interest rate risk, market risk, business risk, and financial risk. Risks involved in technical analysis are inflation risk, reinvestment risk, and market risk. Interest-rate Risk • Our investment approach constantly keeps the risk of loss in mind. Investors face the following investment risks and should discuss these risks with Advisor: • Market Risk : Fluctuations in interest rates may cause investment prices to fluctuate. For example, when interest rates rise, yields on existing bonds become less attractive, causing their market values to decline. • Alternative Investments Risk: : The price of a security, bond, or mutual fund may drop in reaction to tangible and intangible events and conditions. This type of risk is caused by external factors independent of a security’s particular underlying circumstances. For example, political, economic and social conditions may trigger market events. • Alternative investments involve a high degree of risk and can be illiquid due to restrictions on transfer and lack of a secondary trading market. They can be highly leveraged, speculative and volatile, and an investor could lose all or Inflation Risk a substantial amount of an investment. : When any type of inflation is present, a dollar today will buy more than a • Reinvestment Risk dollar next year, because purchasing power is eroding at the rate of inflation. • Business Risk : This is the risk that future proceeds from investments may have to be reinvested at a potentially lower rate of return (i.e. interest rate). This primarily relates to fixed income securities. • Financial Risk : These risks are associated with a particular industry or a particular company within an industry. For example, oil-drilling companies depend on finding oil and then refining it, a lengthy process, before they can generate a profit. They carry a higher risk of profitability than an electric company which generates its income from a steady stream of customers who buy electricity no matter what the economic environment is like. : Excessive borrowing to finance a business’ operations increases the risk of profitability, because the company must meet the terms of its obligations in good times and bad. During periods of financial stress, the inability to meet loan obligations may result in bankruptcy and/or a declining market value. • The risks associated with utilizing Sub-Advisors include: o Manager Risk • Sub-Advisor fails to execute the stated investment strategy o Business Risk • Sub-Advisor has financial or regulatory problems The specific risks associated with the portfolios of the Sub-Advisor’s which is disclosed in the Sub-Advisor’s Form ADV Part 2. 9 Copley Financial Group, Inc.  Item 9: Disciplinary Information Criminal or Civil Actions Advisor and its management have not been involved in any criminal or civil action required to be Administrative Enforcement Proceedings reported. On May 14, 2002 the California Department of Insurance revoked Mr. Copley’s insurance license for not disclosing a misdemeanor that occurred in 1998. The issue was resolved on January 1, Self-Regulatory Organization Enforcement Proceedings 2003. Advisor and its management have not been involved in legal or disciplinary events related to past or present investment clients required to be reported. Item 10: Other Financial Industry Activities and Affiliations Broker-Dealer or Representative Registration Advisor is not registered as a broker-dealer; however, Managing Member Matthew Copley is a Futures or Commodity Registration Registered Representative of Emerson Equity LLC, a FINRA/SIPC broker-dealer. Neither Advisor nor its employees are registered or has an application pending to register as a Material Relationships Maintained by this Advisory Business and Conflicts of Interest futures commission merchant, commodity pool operator, or a commodity trading advisor. receive separate yet typical compensation in the Matthew D. Copley has financial affiliated businesses as an insurance agent, registered representative and mortgage banker. Approximately 50% of Mr. Copley’s time is spent in these business practices. From time to time, he will offer clients advice or products from those activities. He may form of commissions/compensation for the sale of insurance or securities products and in his role as a mortgage banker. These practices represent conflicts of interest because it gives Mr. Copley an incentive to recommend products based on the commission amount received. This conflict is mitigated by disclosures, procedures, and the firm’s Fiduciary obligation to place the best interest of the clients first and clients are not required to purchase any products. Clients have the option to purchase these products through another insurance agent, registered representative or mortgage banker of their choosing. In addition to his other business activities as an insurance agent, registered representative and mortgage banker, Mr. Copley is the owner of Copley Enterprises dba M&M Quality Vehicles, a used car sales company. Through this company Mr. Copley sells used vehicles. There is no conflict of interest as advisory clients of Copley Financial Group, Inc. are not solicited services for M&M Quality Vehicles. Mr. Copley is also partial owner of Heritage Tax & Insurance Services. There is no conflict of interest as clients or Heritage Tax & Insurance Services are not clients of Copley Financial Group. 10 Copley Financial Group, Inc.  Recommendations or Selections of Other Investment Advisors and Conflicts of Interest Advisor recommends the services of TPMs to manage client accounts. In such circumstances, Advisor receives referral fees from the TPM. This situation creates a conflict of interest. However, when referring clients to a TPM, the client’s best interest will be the main determining factor of Advisor. These fees do not include brokerage fees that may be assessed by the custodial broker dealer. Fees for these services are based on a percentage of assets under management not to exceed any limit imposed by any regulatory agency. The final fee schedule is attached to Exhibit C in Advisor's Investment Advisory Agreement. Advisor ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. This referral relationship is disclosed to the client in each contract between Advisor and the TPM. Advisor does not charge additional management fees for TPM managed account services. Client's signature is required to confirm consent for services within TPM Investment Agreement. Client initials Advisor's Investment Advisory Agreement to acknowledge receipt of the TPM fee schedule and required documents including Form ADV Part 2 disclosures. Advisor may also utilize the services of a Sub-Advisor to manage Clients’ investment portfolios. Sub-Advisors will maintain the models or investment strategies agreed upon between Sub- Advisor and Advisor. Sub-Advisors execute all trades on behalf of Advisor in Client accounts. Advisor will be responsible for the overall direct relationship with the Client. Advisor retains the authority to terminate the Sub-Advisor relationship at Advisor’s discretion. In addition to the authority granted to Advisor, Clients will grant Advisor full discretionary authority and authorizes Advisor to select and appoint one or more independent investment advisors (“Advisors”) to provide investment advisory services to Client without prior consultation with or the prior consent of Client. Such Advisors shall have all of the same authority relating to the management of Client’s investment accounts as is granted to Advisor in the Agreement. In addition, at Advisor’s discretion, Advisor may grant such Advisors full authority to further delegate such discretionary investment authority to additional Advisors. Advisor ensures that before selecting other advisors for Client that the other advisors are properly licensed or registered as an investment advisor. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics Description The employees of Advisor have committed to a Code of Ethics (“Code”). The purpose of our Code is to set forth standards of conduct expected of Advisor employees and addresses conflicts that may arise. The Code defines acceptable behavior for employees of Advisor. The Code reflects Advisor and its supervised persons’ responsibility to act in the best interest of their client. One area the Code addresses is when employees buy or sell securities for their personal accounts and how to mitigate any conflict of interest with our clients. We do not allow any employees to use non-public material information for their personal profit or to use internal research for their personal benefit in conflict with the benefit to our clients. Advisor’s policy prohibits any person from acting upon or otherwise misusing non-public or inside information. No advisory representative or other employee, officer or director of Advisor may recommend any transaction in a security or its derivative to advisory clients or engage in 11 Copley Financial Group, Inc.  personal securities transactions for a security or its derivatives if the advisory representative possesses material, non-public information regarding the security. Advisor’s Code is based on the guiding principle that the interests of the client are our top priority. Advisor’s officers, directors, advisors, and other employees have a fiduciary duty to our clients and must diligently perform that duty to maintain the complete trust and confidence of our clients. When a conflict arises, it is our obligation to put the client’s interests over the interests of either employees or the company. The Code applies to “access” persons. “Access” persons are employees who have access to non- public information regarding any clients' purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, who are involved in making securities recommendations to clients, or who have access to such recommendations that are non-public. Investment Recommendations Involving a Material Financial Interest and Conflict of Advisor will provide a copy of the Code of Ethics to any client or prospective client upon request. Interest Advisor and its employees do not recommend to clients securities in which we have a material Advisory Firm Purchase of Same Securities Recommended to Clients and Conflicts of financial interest. Interest Advisor and its employees may buy or sell securities that are also held by clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide Advisor with copies of their brokerage statements. The Chief Compliance Officer of Advisor is Matthew D. Copley. He reviews all employee trades each quarter. The personal trading reviews helps mitigate that the personal trading of employees does not affect the markets and that clients of the firm have received preferential treatment over Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities employee trades. Transactions and Conflicts of Interest Advisor does not maintain a firm proprietary trading account and does not have a material financial interest in any securities being recommended and therefore no conflicts of interest exist. However, employees may buy or sell securities at the same time they buy or sell securities for clients. In order to mitigate conflicts of interest such as front running, employees are required to disclose all reportable securities transactions as well as provide Advisor with copies of their brokerage statements. The Chief Compliance Officer of Advisor is Matthew D. Copley. He reviews all employee trades each quarter. The personal trading reviews ensure that the personal trading of employees does not affect the markets and that clients of the firm receive preferential treatment over employee transactions. 12 Copley Financial Group, Inc.  Item 12: Brokerage Practices Factors Used to Select Broker-Dealers for Client Transactions Advisor will recommend the use of a particular broker-dealer based on their duty to seek best execution for the client, meaning they have an obligation to obtain the most favorable terms for a client under the circumstances. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is affected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. Advisor will select appropriate brokers based on a number of factors including but not limited to their relatively low transaction fees and reporting ability. Advisor relies on its broker to provide its execution services at the best prices available. Lower fees for comparable services may be available from other sources. Clients pay for any and all custodial fees in addition to the advisory fee charged by Advisor. Advisor does not receive any portion of the trading fees. • Directed Brokerage Advisor will recommend the use of Charles Schwab & Co., Inc. • Best Execution In circumstances where a client directs Advisor to use a certain broker-dealer, Advisor still has a fiduciary duty to its clients. The following may apply with Directed Brokerage: Advisor 's inability to negotiate commissions, to obtain volume discounts, there may be a disparity in commission charges among clients, and conflicts of interest arising from brokerage firm referrals. • Soft Dollar Arrangements Investment advisors who manage or supervise client portfolios have a fiduciary obligation of best execution. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations and is subjective. Factors affecting brokerage selection include the overall direct net economic result to the portfolios, the efficiency with which the transaction is effected, the ability to effect the transaction where a large block is involved, the operational facilities of the broker-dealer, the value of an ongoing relationship with such broker and the financial strength and stability of the broker. Advisor does not receive any portion of the trading fees. The Securities and Exchange Commission defines soft dollar practices as arrangement under which products or services other than execution services are obtained by Advisor from or through a broker-dealer in exchange for directing Client transactions to the broker-dealer. Although Advisor has no formal soft dollar arrangements, Advisor may receive products, research and/or other services from custodians or broker-dealers connected to client transactions or “soft dollar benefits”. As permitted by Section 28(e) of the Securities Exchange Act of 1934, Advisor receives economic benefits as a result of commissions generated from securities transactions by the custodian or broker-dealer from the accounts of Advisor. Advisor cannot ensure that a particular client will benefit from soft dollars or the client’s transactions paid for the soft dollar benefits. Advisor does not seek to proportionately allocate benefits to client accounts to any soft dollar benefits generated by the accounts. 13 Copley Financial Group, Inc.  Aggregating Securities Transactions for Client Accounts A conflict of interest exists when Advisor receives soft dollars which could result in higher commissions charged to Clients. This conflict is mitigated by the fact that Advisor has a fiduciary responsibility to act in the best interest of its Clients and the services received are beneficial to all Clients. Advisor may aggregate purchases and sales and other transactions made for the account with purchases and sales and transactions in the same securities for other Clients of Advisor. All clients participating in the aggregated order shall receive an average share price with all other transaction costs shared on a pro-rated basis. Item 13: Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Account reviews are performed monthly by Mr. Copley. Account reviews are performed more Review of Client Accounts on Non-Periodic Basis frequently when market conditions dictate. Other conditions that may trigger a review of clients’ accounts are changes in the tax laws, new Content of Client Provided Reports and Frequency investment information, and changes in a client's own situation. Clients receive written account statements no less than monthly for managed accounts. Account statements are issued by the Advisor’s custodian. Client receives confirmations of each transaction in account from Custodian and an additional statement during any month in which a transaction occurs. Client should carefully compare any reports and/or invoices received to the statements sent by the custodian. Client should report any discrepancies to Advisor immediately. Item 14: Client Referrals and Other Compensation Economic benefits provided to the Advisory Firm from External Sources and Conflicts of Interest Advisor receives additional economic benefits from external sources as described above in Item 12. Advisor’s investment advisor representatives may receive certain benefits from Gradient Investments, LLC (and/or its affiliated companies) based on achieving certain production thresholds. These thresholds are not based on the sale of any specific product or specific product type. These incentives include marketing assistance, access to technology, office support, and business trainings and trips. While some of these benefit the client, such as technology and training, some do not. This creates a conflict of interest because it gives an incentive to the representative to meet this threshold. This conflict is mitigated by disclosures, procedures and the firm’s fiduciary obligation to place the best interest of the Client first. Clients are not required Advisory Firm Payments for Client Referrals to use Gradient Investments, LLC or any of its affiliated companies. Advisor does not compensate for client referrals. 14 Copley Financial Group, Inc.  Item 15: Custody Account Statements All assets are held at qualified custodians, which means the custodians provide account statements directly to clients at their address of record at least quarterly. Clients are urged to compare the account statements received directly from their custodians to the performance report statements prepared by Advisor. Clients of Copley Financial Group, Inc. have the option of having their funds managed by the firm or utilizing the managers available through Orion Portfolio Solutions. When the account is managed by Copley Financial Group, Inc. the fees will automatically be deducted from the client’s account. When client funds are held at TD Ameritrade, Advisor is deemed to have constructive custody solely because advisory fees are directly deducted from client’s account by the custodian on behalf of Advisor. Item 16: Investment Discretion Discretionary Authority for Trading If applicable, Client will authorize Advisor discretionary authority, via the advisory agreement, to determine, without obtaining specific Client consent, the securities to be bought or sold, and the amount of the securities to be bought or sold. If applicable, Client will authorize Advisor discretionary authority to execute selected investment program transactions as stated within the Investment Advisory Agreement. If, however, consent for discretion is not given, Advisor will obtain prior Client approval before executing each transaction. Advisor allows Client’s to place certain restrictions, as outlined in the Client’s Investment Policy Statement or similar document. Such restrictions could include only allowing purchases of socially conscious investments. These restrictions must be provided to Advisor in writing. The client approves the custodian to be used and the commission rates paid to the custodian. Advisor does not receive any portion of the transaction fees or commissions paid by the client to the custodian on certain trades. Item 17: Voting Client Securities Proxy Votes Advisor does not vote proxies on securities. Clients are expected to vote their own proxies. The client will receive their proxies directly from the custodian of their account or from a transfer agent. When assistance on voting proxies is requested, Advisor will provide recommendations to the client. If a conflict of interest exists, it will be disclosed to the client. Item 18: Financial Information Balance Sheet A balance sheet is not required to be provided because Advisor does not serve as a custodian for client funds or securities and Advisor does not require prepayment of fees of more than $1,200 per client and six months or more in advance. 15 Copley Financial Group, Inc.  Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients Advisor has no condition that is reasonably likely to impair our ability to meet contractual Bankruptcy Petitions during the Past Ten Years commitments to our clients. No bankruptcy petitions to report. 16 Copley Financial Group, Inc.