The Dala Group, LLC

Item 1: Cover Page Item 1: Cover Page Part 2A of Form ADV Firm Brochure May 1, 2026 The Dala Group, LLC SEC File No. 801-127948 2800 W Higgins Rd., Suite 895 Hoffman Estates, IL 60169 phone: 847-485-0248 email: team@thedalagroup.com website: www.TheDalaGroup.com This brochure provides information about the qualifications and business practices of The Dala Group, LLC. If you have any questions about the contents of this brochure, please contact us at 847-485-0248 or email team@thedalagroup.com. 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. Registration with the SEC or state regulatory authority does not imply a certain level of skill or expertise. Additional information about The Dala Group, LLC, is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. The following material change was made to this Brochure since the last annual update issued on March 4, 2026: The firm moved its office from 2815 Forbs Ave., Suite 107, Hoffman Estates, IL 60192, to 2800 W Higgins Rd, Ste 895, Hoffman Estates, IL 60169. Page 2  Item 3: Table of Contents Item 3: Table of Contents Item 1: Cover Page ...................................................................................................................................................... 1 Item 2: Material Changes .......................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................... 3 Item 4: Advisory Business ......................................................................................................................................... 4 Item 5: Fees and Compensation ............................................................................................................................ 7 Item 6: Performance-Based Fees and Side-by-Side Management ......................................................... 11 Item 7: Types of Clients ........................................................................................................................................... 12 Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss ................................................. 13 Item 9: Disciplinary Information ........................................................................................................................... 22 Item 10: Other Financial Industry Activities and Affiliations ........................................................................ 23 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ........................................................................................................................................................... 24 Item 12: Brokerage Practices ................................................................................................................................... 26 Item 13: Review of Accounts ................................................................................................................................... 34 Item 14: Client Referrals and Other Compensation ........................................................................................ 35 Item 15: Custody .......................................................................................................................................................... 36 Item 16: Investment Discretion ............................................................................................................................... 37 Item 17: Voting Client Securities ............................................................................................................................ 38 Item 18: Financial Information ................................................................................................................................ 39 Page 3  Item 4: Advisory Business Item 4: Advisory Business A. Ownership/Advisory History The Dala Group, LLC (“TDG,” “the firm,” “we,” “us,” “our”) is an Illinois limited liability company. TDG is wholly owned by the Michael Heatwole Revocable Living Trust to which the individual Michael Heatwole is the trustee. The firm became registered as an investment adviser in 2018. B. Advisory Services Offered Comprehensive Portfolio Management TDG offers Comprehensive Portfolio Management exclusively on a wrap fee basis as a wrap program sponsor. Under our wrap program, clients will receive asset management services and the execution of securities brokerage transactions along with in-depth financial planning that may include one or more of the following topics based on the client’s needs: ▪ Cash Flow: create and prioritize goals; debt management; mortgage review; employer benefit review ▪ Insurance: medical insurance/health savings account/flexible spending account; home & auto/umbrella policy review; life insurance; long-term disability insurance; long-term care insurance ▪ Investments: planning for private education and college expenses; employer retirement plan allocation; investment account allocation; annuity review; rental property analysis; employer plan contributions & match; IRA/Roth IRA contribution; inheritance management ▪ Tax Planning: review of tax return; integrated tax planning & projections with your CPA; capital gains & capital loss harvesting; Roth conversion analysis; charitable giving, QCDs, and donor-advised funds analysis ▪ Retirement Planning: pension options analysis; social security analysis; Medicare options; retirement cash flow planning; retirement income strategies; required minimum distribution (RMD) planning ▪ Estate Planning: estate planning document review; beneficiary review; account registration review; long-term care plan/end-of-life decisions; family meeting This service is designed to assist clients in meeting their financial goals through the use of ongoing financial planning. Our firm conducts client meetings to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what is learned, an investment approach is presented to the client, consisting of individual stocks, bonds, ETFs, mutual funds and other public securities or investments. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon client request, our firm provides a summary of observations and recommendations for the planning or consulting aspects of this service. Page 4  Item 4: Advisory Business We provide discretionary and non-discretionary services as requested by the client. For our discretionary asset management services, we receive a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 8 of this brochure. We also provide investment advice on clients’ retirement plan assets held in qualified retirement plans, (i.e., 401(k) and 403(b) plans, etc.). Please be advised that our recommendations to you are confined to the investment alternatives made available by the plan. Clients have the right to provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. TDG will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. TDG will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. Retirement Rollovers – Conflicts and Added Fees. Plan participants may be paying little or nothing for the plan’s investment services. As such, investment management costs are likely to be higher when engaging an investment adviser for professional investment management. Alternative courses of action are available to the plan participant: (i) Assuming it is permitted by the Plan, you can leave your money in your current Plan. (ii) If you have changed employers, you can roll your assets into the new employer’s Plan, if permissible by your new employer. (iii) You can establish an IRA R/O and place into a commission-based account at a broker-dealer. (iv) You can establish an IRA R/O and place into a fee-based advisory account. (v) You can withdraw your retirement money and pay the taxes and any applicable penalties. Your decision to roll assets from a qualified plan to a financial professional should be determined by your need for a desired level of investment services, the associated costs, and access to a diverse range of investment products that meet your personal risk tolerance and investment objective. SP Financial Group When our firm believes that individual bonds are the best fit for a specific client need, we may recommend that clients use SP Financial Group to analyze and purchase these bonds. Prior to purchasing, SP Financial Group will provide a client specific proposal that is reviewed and approved by our Chief Investment Officer, Mike Heatwole. SP Financial Group does not have discretionary authority or custody over client assets, as once the bond is purchased it is moved into the client’s Schwab account. SP Financial Group earns their fees based on the markups that are charged on the individual bonds they purchase. Our firm does not receive a portion of these fees. Financial Consulting TDG’s financial consulting services entail a maximum two-hour meeting to cover questions and issues clients may have with regard to one or more topics based on the client’s needs. Page 5  Item 4: Advisory Business TDG does not provide accounting or legal advice nor prepares any accounting or legal documents. The client is urged to work closely with their attorney and/or accountant in implementing TDG’s recommendations. At the client’s request, TDG may recommend the services of a third-party attorney, accountant, tax professional, or other specialist. TDG is not compensated for these referrals. C. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives and in accordance with any reasonable restrictions imposed by the client on the management of the account, for example, restricting the type or amount of security to be purchased in the portfolio. D. Wrap Fee Programs TDG offers its comprehensive portfolio management services exclusively through a wrap fee program, where clients receive investment advisory services and the execution of securities brokerage transactions for a single specified fee. Participation in a wrap fee program may cost you more or less than purchasing such services separately. We adhere to our fiduciary duty when trading in your accounts. Trades are made only on the basis of the account’s stated investment objectives, and without concern to the firm’s trading costs and firm’s expenses. Please refer to Appendix 1 of Part 2A: TDG Wrap Fee Program Brochure for information. Please see also Item 5.E. of this Brochure for important disclosure regarding custodian investment programs. E. Client Assets Under Management As of December 31, 2025, TDG manages $259,507,306 of discretionary assets and $5,708,887 of non-discretionary assets. Page 6  Item 5: Fees and Compensation Item 5: Fees and Compensation A. Methods of Compensation and Fee Schedule Comprehensive Portfolio Management TDG offers its comprehensive portfolio management services exclusively through its wrap fee program, where certain brokerage commissions and transaction costs are included in the asset- based fee charged to the client. Please refer to Appendix 1 of Part 2A: TDG Wrap Fee Program Brochure. The annual fee for comprehensive portfolio management will be charged as a percentage of assets under management according to the following tiered fee schedule, which represents the firm’s maximum fees for individual services. Fees are non-negotiable. Assets Under Management Annual % $0 $1,000,001 $2,000,001 $3,000,001 to to to to $1,000,000 $2,000,000 $3,000,000 $10,000,000 Over $10,000,000 1.00% ($4800/yr min.) 0.75% 0.60% 0.50% 0.35% Example 1: A client with $15,000,000 in Assets Under Management will be charged 1.0% on the first $1,000,000 of Assets, 0.75% on the next $1,000,000 of Assets, 0.60% on the next $1,000,000 of Assets, 0.50% on the next $7,000,000 of Assets, and 0.35% on the remaining assets. Example 2: A client with $200,000 in Assets Under management will be charged 1.0% on the first $1,000,000 of Assets. If this fee is less than $4,800 annually ($400 per month), the client will be charged our minimum annual fee of $4,800. We generally require a minimum annual fee of $4,800 for new clients using our portfolio management service, which is offered exclusively through our wrap fee program. For portfolio values less than $480,000, clients may be able to obtain comparable services at a lower cost elsewhere. TDG, at its sole discretion, may waive this minimum requirement. Asset-based fees are subject to the investment advisory agreement between the client and TDG. Such fees are payable monthly in arrears based on the value of assets on the time-weighted daily average of the month. If a client utilizes leverage, the firm’s fees will be billed on the gross balance in the portfolio. The use of leverage creates a conflict of interest in that the adviser firm has an economic incentive to utilize leverage as it inflates the market value upon which the adviser's fees are calculated, thereby increasing the adviser's fee revenue. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar month. Adjustments will be made for deposits and withdrawals during the month. Investment allocation reviews will be done quarterly. Page 7  Item 5: Fees and Compensation TDG may modify the fee at any time upon 30 days’ written notice to the client, and any fee increases must be approved in writing by the client. In the event the client has an ERISA- governed plan, fee modifications must be approved in writing by the client. Financial Consulting Financial consulting fees will be billed at the rate of $425 per hour. Consultations typically range from one to two hours and are paid at the time of service. B. Client Payment of Fees Comprehensive Portfolio Management TDG does not require the prepayment of its fees. TDG requires clients to authorize the direct debit of fees from their accounts. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. TDG will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be canceled at any time by the client, or by TDG with 30 days’ prior written notice to the client. Upon termination, any earned, unpaid fees will be immediately due and payable. Financial Consulting Fees for financial consulting are billed hourly and paid at the time of service. C. Additional Client Fees Charged All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, executing broker fees, and custodian trade-away fees. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, and by any broker-dealer or custodian retained. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using TDG may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Please refer to the Brokerage Practices section (Item 12) for additional information regarding the firm’s brokerage practices. Page 8  Item 5: Fees and Compensation D. External Compensation for the Sale of Securities to Clients TDG’s advisory professionals are compensated primarily through a salary and bonus. TDG may receive commission-based compensation for the sale of insurance products. Please see Item 10.C. for conflicts of interest. E. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements, we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm’s clients. Additional Disclosure Concerning Wrap Programs: To the extent that we either sponsor or recommend wrap fee programs, please be advised that certain wrap fee programs may (i) allow our investment adviser representatives to select mutual fund classes that either have no transaction fee costs associated with them but include embedded 12b-1 fees that lower the investor’s return (“sometimes referred to as “A-Shares,” depending on the mutual fund issuer), or (ii) allow the use of mutual fund classes that have transaction fees associated with them but do not carry embedded 12b-1 fees (sometimes referred to as “I-Shares,” depending on the mutual fund sponsor). Wrap fee programs offer investment services and related transaction services for one all-inclusive fee (except as may be described in the applicable wrap fee program brochure). The trading costs are typically absorbed by the firm and/or the investment representative. If a client’s account holds A-Shares within a wrap fee program, the firm and/or its investment adviser representative avoids paying the transaction fees charged by other mutual fund classes, which in effect decreases the firm’s costs and increases its revenues from the account. Effectively, the cost is transferred to the client from the firm in the form of a lower rate of return on the specific mutual fund. This creates an incentive for the firm or investment adviser representative to utilize such funds as opposed to those funds that may be equally appropriate for a client but do not carry the additional cost of 12b-1 fees. As a policy matter, the firm does not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its wrap fee programs. Clients should understand and discuss with their investment adviser Page 9  Item 5: Fees and Compensation representative the types of mutual fund share classes available in the wrap fee program and the basis for using one share class over another in accordance with their individual circumstances and priorities. Page 10  Item 6: Performance-Based Fees and Side-by-Side Management Item 6: Performance-Based Fees and Side-by-Side Management TDG does not charge performance-based fees and therefore has no economic incentive to manage clients’ portfolios in any way other than what is in their best interests. Page 11  Item 7: Types of Clients Item 7: Types of Clients TDG offers its advisory services to the following types of clients: ▪ Individuals and High Net Worth Individuals ▪ Corporations, Limited Liability Companies and/or Other Business Types We generally require a minimum annual fee of $4,800 for new clients using our portfolio management service, which is offered exclusively through our wrap fee program. Please refer to Appendix 1 of Part 2A: TDG Wrap Fee Program Brochure. For portfolio values less than $480,000, clients may be able to obtain comparable services at a lower cost elsewhere. TDG, at its sole discretion, may waive this minimum requirement. Page 12  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss A. Methods of Analysis and Investment Strategies Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. There is no guarantee that any specific investment or strategy will be profitable for a particular client. Methods of Analysis TDG uses the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing a stock, futures contract, or currency using fundamental analysis there are two basic approaches one can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis from other types of investment analysis, such as quantitative and technical. Fundamental analysis is performed on historical and present data, but with the goal of making financial forecasts. There are several possible objectives: (a) to conduct a company stock valuation and predict its probable price evolution; (b) to make a projection on its business performance; (c) to evaluate its management and make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the intrinsic value of the share. When the objective of the analysis is to determine what stock to buy and at what price, there are two basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may misprice a security in the short run but that the "correct" price will eventually be reached. Profits can be made by purchasing the mispriced security and then waiting for the market to recognize its "mistake" and re-price the security.; and (b) Technical analysis maintains that all information is reflected already in the price of a security. Technical analysts analyze trends and believe that sentiment changes predate and predict trend changes. Investors' emotional responses to price movements lead to recognizable price chart patterns. Technical analysts also analyze historical trends to predict future price movement. Investors can use one or both of these different but complementary methods for stock picking. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Quantitative Analysis: The use of models, or algorithms, to evaluate assets for investment. The process usually consists of searching vast databases for patterns, such as correlations among liquid assets or price-movement patterns (trend following or mean reversion). The resulting strategies may involve high-frequency trading. The results of the analysis are taken into consideration in the decision to buy or sell securities and in the management of portfolio characteristics. A risk in using quantitative analysis is that the methods or models used may be based on assumptions that prove to be incorrect. Qualitative Analysis: A securities analysis that uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of research and Page 13  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss development, and labor relations. Qualitative analysis contrasts with quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. Sector Analysis: Sector analysis involves identification and analysis of various industries or economic sectors that are likely to exhibit superior performance. Academic studies indicate that the health of a stock's sector is as important as the performance of the individual stock itself. In other words, even the best stock located in a weak sector will often perform poorly because that sector is out of favor. Each industry has differences in terms of its customer base, market share among firms, industry growth, competition, regulation and business cycles. Learning how the industry operates provides a deeper understanding of a company's financial health. One method of analyzing a company's growth potential is examining whether the amount of customers in the overall market is expected to grow. In some markets, there is zero or negative growth, a factor demanding careful consideration. Additionally, market analysts recommend that investors should monitor sectors that are nearing the bottom of performance rankings for possible signs of an impending turnaround. Investment Strategies We Use TDG uses the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus reward by adjusting the percentage of each asset in an investment portfolio according to the investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle that different assets perform differently in different market and economic conditions. A fundamental justification for asset allocation is the notion that different asset classes offer returns that are not perfectly correlated, hence diversification reduces the overall risk in terms of the variability of returns for a given level of expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation and variance) that existed over some past period. Expectations for return are often derived in the same way. An asset class is a group of economic resources sharing similar characteristics, such as riskiness and return. There are many types of assets that may or may not be included in an asset allocation strategy. The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro- cap; domestic, foreign [developed], emerging or frontier markets), bonds (fixed income Page 14  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss securities more generally: investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long- term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these three provides a starting point. Usually included are hybrid instruments such as convertible bonds and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be considered include: commodities, precious metals, nonferrous metals, agriculture, energy, others; commercial or residential real estate (also REITs); collectibles such as art, coins, or stamps; insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products, etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency; venture capital; private equity; and/or distressed securities. There are several types of asset allocation strategies based on investment goals, risk tolerance, time frames and diversification. The most common forms of asset allocation are strategic, dynamic, tactical, and core-satellite. ▪ Strategic Asset Allocation: The primary goal of a strategic asset allocation is to create an asset mix that seeks to provide the optimal balance between expected risk and return for a long- term investment horizon. Generally speaking, strategic asset allocation strategies are agnostic to economic environments, i.e., they do not change their allocation postures relative to changing market or economic conditions. ▪ Dynamic Asset Allocation: Dynamic asset allocation is similar to strategic asset allocation in that portfolios are built by allocating to an asset mix that seeks to provide the optimal balance between expected risk and return for a long-term investment horizon. Like strategic allocation strategies, dynamic strategies largely retain exposure to their original asset classes; however, unlike strategic strategies, dynamic asset allocation portfolios will adjust their postures over time relative to changes in the economic environment. ▪ Tactical Asset Allocation: Tactical asset allocation is a strategy in which an investor takes a more active approach that tries to position a portfolio into those assets, sectors, or individual stocks that show the most potential for perceived gains. While an original asset mix is formulated much like strategic and dynamic portfolio, tactical strategies are often traded more actively and are free to move entirely in and out of their core asset classes ▪ Core-Satellite Asset Allocation: Core-Satellite allocation strategies generally contain a 'core' strategic element making up the most significant portion of the portfolio, while applying a dynamic or tactical 'satellite' strategy that makes up a smaller part of the portfolio. In this way, core-satellite allocation strategies are a hybrid of the strategic and dynamic/tactical allocation strategies mentioned above. Mutual Funds and Exchange-Traded Funds, Individual Securities TDG may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), and individual securities (including fixed income instruments). A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, and individual securities (including fixed-income securities) is set forth below. Page 15  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss TDG has formed relationships with third-party vendors that perform billing and certain other administrative tasks. TDG may utilize additional independent third parties to assist it in recommending and monitoring individual securities and funds to clients as appropriate under the circumstances. TDG reviews certain quantitative and qualitative criteria related to funds and to formulate investment recommendations to its clients. Quantitative criteria may include: ▪ performance history of a fund evaluated against that of its peers and other benchmarks ▪ analysis of risk-adjusted returns ▪ fund’s fee structure ▪ relevant fund portfolio manager’s tenure Qualitative criteria used in selecting/recommending funds include the investment objectives and/or management style and philosophy of a fund; a fund’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to funds are reviewed by TDG on a quarterly basis or such other interval as appropriate under the circumstances. In addition, funds are reviewed to determine the extent to which their investments reflect any of the following: efforts to time the market, engage in portfolio pumping, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the fund by TDG (all negative factors in implementing an asset allocation structure). Account minimum balances and fees may significantly differ between clients/funds. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on the funds utilized. TDG will endeavor to obtain equal treatment for its clients with funds, but cannot assure equal treatment. TDG will regularly review the activities of funds utilized for the client. Clients that invest in funds should first review and understand the disclosure documents of those funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Material Risks of Investment Instruments TDG generally invests in the following types of securities: ▪ Equity securities ▪ Mutual fund securities ▪ Exchange-traded funds ▪ Fixed income securities ▪ Corporate debt obligations ▪ Fixed equity annuities ▪ Fixed equity indexed annuities ▪ Variable annuities ▪ Real Estate Investment Trusts (“REITs”) Page 16  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Equity Securities Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Mutual Fund Securities Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”) ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”) iShares® and VIPERs®. ETFs have embedded expenses that the client indirectly bears. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed Income Securities Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or Page 17  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Corporate Debt Obligations Corporate debt obligations include corporate bonds, debentures, notes, commercial paper and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short-term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, the firm may also invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). Fixed Equity Annuities A fixed annuity is a contract between an insurance company and a customer, typically called the annuitant. The contract obligates the company to make a series of fixed annuity payments to the annuitant for the duration of the contract. The annuitant surrenders a lump sum of cash in exchange for monthly payments that are guaranteed by the insurance company. Please note the following risks: (i) Spending power risk. Social Security retirement benefits have cost-of- living adjustments. Most fixed annuities do not. Consequently, the spending power provided by the monthly payment may decline significantly over the life of the annuity contract because of inflation, (ii) Death and survivorship risk. In a conventional fixed annuity, once the annuitant has turned over a lump sum premium to the insurance company, it will not be returned. The annuitant could die after receiving only a few monthly payments, but the insurance company may not be obligated to give the annuitant’s estate any of the money back. A related risk is based on the financial consequences for a surviving spouse. In a standard single-life annuity contract, a survivor receives nothing after the annuitant dies. That may put a severe dent in a spouse’s retirement income. To counteract this risk, consider a joint life annuity. (iii) Company failure risk. Private annuity contracts are not guaranteed by the FDIC, SIPC, or any other federal agency. If the insurance company that issues an annuity contract fails, no one in the federal government is obligated to protect the annuitant from financial loss. Most states have guaranty associations that provide a level of protection to citizens in that state if an insurance company also doing business in that state fails. A typical limit of state protection, if it applies at all, is $100,000. To control this risk, contact the state insurance commissioner to confirm that your state has a guaranty association and to learn the guarantee limits applicable to a fixed annuity contract. Based on that information, consider dividing fixed annuity contracts among multiple insurance companies to obtain the maximum possible protection. Also check the financial stability and credit ratings of the annuity insurance companies being considered. A.M. Best and Standard & Poor’s publish ratings information. Page 18  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss Fixed Equity Indexed Annuities An equity-indexed annuity is a type of fixed annuity that is distinguished by the interest yield return being partially based on an equities index, typically the S&P 500.The returns (in the form of interest credited to the contract) can consist of a guaranteed minimum interest rate and an interest rate linked to a market index. The guaranteed minimum interest rate usually ranges from 1 to 3 percent on at least 87.5 percent of the premium paid. As long as the company offering the annuity is fiscally sound enough to meet its obligations, you will be guaranteed to receive this return no matter how the market performs. Your index-linked returns will depend on how the index performs but, generally speaking, an investor with an indexed annuity will not see his or her rate of return fully match the positive rate of return of the index to which the annuity is linked, and could be significantly less. One major reason for this is that returns are subject to contractual limitations in the form of caps and participation rates. Participation rates are the percentage of an index's returns that are credited to the annuity. For instance, if your annuity has a participation rate of 75 percent, then your index- linked returns would only amount to 75 percent of the gains associated with the index. Interest caps, meanwhile, essentially mean that during big bull markets, investors won't see their returns go sky-high. For instance, if an index rises 12 percent, but an investor's annuity has a cap of 7 percent, his or her returns will be limited to 7 percent. Some indexed annuity contracts allow the issuer to change these fees, participation rates and caps from time to time. Investors should also be aware that trying to withdraw the principal amount from a fixed indexed annuity during a certain period — usually within the first 9 or 10 years after the annuity was purchased — can result in fees known as surrender charges, and could also trigger tax penalties. In fact, under some contracts if withdrawals are taken, amounts already credited will be forfeited. After paying surrender charges an investor could lose money by surrendering their indexed annuity too soon. Variable Annuities Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. Real Estate Investment Trusts (“REITs”) A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations, which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange Page 19  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non- traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers that are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (i) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships that do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. With respect to publicly traded REITs, publicly traded REITs may be subject to additional risks and price fluctuations in the public market due to investors’ expectations of the individual REIT, the real estate market generally, specific sectors, the current yield on such REIT, and the current liquidity available in public market. Although publicly traded REITs offer investors liquidity, there can be constraints based upon current supply and demand. An investor when liquidating may receive less than the intrinsic value of the REIT. B. Investment Strategy and Method of Analysis Material Risks Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Margin Leverage Although TDG, as a general business practice, does not utilize leverage, there may be instances in which the use of leverage may be appropriate for certain clients and situations or requested by the clients for personal use. In this regard please review the following: Page 20  Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2.00 of a security for $1.00. So, if the price of a security rises by $1.00, the investor earns a 100% return on their investment. Conversely, if the security declines by $0.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts have a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. Short-Term Trading Although TDG, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard, please read the following: High-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. C. Concentration Risks There is an inherent risk for clients who have their investment portfolios heavily weighted in one security, one industry or industry sector, one geographic location, one investment manager, one type of investment instrument (equities versus fixed income). Clients who have diversified portfolios, as a general rule, incur less volatility and therefore less fluctuation in portfolio value than those who have concentrated holdings. Concentrated holdings may offer the potential for higher gain, but also offer the potential for significant loss. Page 21  Item 9: Disciplinary Information Item 9: Disciplinary Information A. Criminal or Civil Actions There is nothing to report on this item. B. Administrative Enforcement Proceedings There is nothing to report on this item. C. Self-Regulatory Organization Enforcement Proceedings There is nothing to report on this item. Page 22  Item 10: Other Financial Industry Activities and Affiliations Item 10: Other Financial Industry Activities and Affiliations A. Broker-Dealer or Representative Registration Neither TDG nor its affiliates, employees, or independent contractors are registered broker- dealers and do not have an application to register pending. B. Futures or Commodity Registration Neither TDG nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. C. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Licensed Insurance Agents Certain managers, members, and registered employees of TDG are licensed insurance agents and may recommend insurance products offered by such carriers for whom they function as an agent. TDG receives commission-based compensation for the sale of insurance products. Please be advised there is a conflict of interest in that there is an economic incentive to recommend insurance and other products of such carriers. Please also be advised that TDG strives to put its clients’ interests first and foremost, and clients may utilize any insurance carrier or insurance agency they desire. D. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest TDG does not recommend separate account managers or other investment products in which it receives any form of referral or solicitor compensation from the separate account manager or client. Page 23  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics Description In accordance with the Advisers Act, TDG has adopted policies and procedures designed to detect and prevent insider trading. In addition, TDG has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of TDG's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the Chief Compliance Officer of TDG. TDG will send clients a copy of its Code of Ethics upon written request. TDG has policies and procedures in place to ensure that the interests of its clients are given preference over those of TDG, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. B. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest TDG does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, TDG does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. C. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest TDG, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪ owned by the client, or ▪ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which TDG specifically prohibits. TDG has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪ require our advisory representatives and employees to act in the client’s best interest ▪ prohibit fraudulent conduct in connection with the trading of securities in a client account Page 24  Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading ▪ prohibit employees from personally benefitting by causing a client to act, or fail to act in making investment decisions ▪ prohibit the firm or its employees from profiting or causing others to profit on knowledge of completed or contemplated client transactions ▪ allocate investment opportunities in a fair and equitable manner ▪ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefiting at the expense of a client. Advisory representatives and employees must follow TDG’s procedures when purchasing or selling the same securities purchased or sold for the client. D. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest TDG, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other TDG clients. TDG will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of TDG to place the clients’ interests above those of TDG and its employees. Page 25  Item 12: Brokerage Practices Item 12: Brokerage Practices A. Factors Used to Select Broker-Dealers for Client Transactions Custodian Recommendations TDG recommends that clients establish brokerage accounts with the Schwab Advisor Services division of Charles Schwab & Co., Inc. (“Schwab” or “custodian”), a FINRA registered broker- dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. For participation in TDG’s wrap fee program, clients will be required to establish their brokerage accounts with Schwab. Please refer to Appendix 1: TDG Wrap Fee Program Brochure for information. Although TDG may recommend that clients establish accounts at the custodian, it is the client’s decision to custody assets with the custodian. TDG is independently owned and operated and not affiliated with custodian. For TDG-managed advisory accounts, the custodian generally does not charge separately for custody services but is compensated by account holders through commissions and other transaction-related or asset-based fees for securities trades that are executed through the custodian or that settle into custodian accounts. TDG considers the financial strength, reputation, operational efficiency, cost, execution capability, level of customer service, and related factors in recommending broker-dealers or custodians to advisory clients. In certain instances and subject to approval by TDG, TDG will recommend to clients certain other broker-dealers and/or custodians based on the needs of the individual client, and taking into consideration the nature of the services required, the experience of the broker-dealer or custodian, the cost and quality of the services, and the reputation of the broker-dealer or custodian. The final determination to engage a broker-dealer or custodian recommended by TDG will be made by and in the sole discretion of the client. The client recognizes that broker- dealers and/or custodians have different cost and fee structures and trade execution capabilities. As a result, there may be disparities with respect to the cost of services and/or the transaction prices for securities transactions executed on behalf of the client. Clients are responsible for assessing the commissions and other costs charged by broker-dealers and/or custodians. How We Select Brokers/Custodians to Recommend TDG seeks to recommend a custodian/broker who will hold client assets and execute transactions on terms that provide the most value given a particular client’s needs when compared to other available providers and their services. We consider a wide range of factors, including, among others, the following: ▪ combination of transaction execution services along with asset custody services (generally without a separate fee for custody) ▪ capability to execute, clear, and settle trades (buy and sell securities for client accounts) ▪ capabilities to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) Page 26  Item 12: Brokerage Practices ▪ breadth of investment products made available (stocks, bonds, mutual funds, exchange- traded funds (ETFs), etc.) ▪ availability of investment research and tools that assist us in making investment decisions ▪ quality of services ▪ competitiveness of the price of those services (commission rates, margin interest rates, other fees, etc.) and willingness to negotiate them ▪ reputation, financial strength, and stability of the provider ▪ their prior service to us and our other clients ▪ availability of other products and services that benefit us, as discussed below Client’s Custody and Brokerage Costs For client accounts that the firm maintains, the custodian generally does not charge clients separately for custody services but is compensated by charging either transaction fees or custodian asset-based fees on trades that it executes or that settle into the custodian’s accounts. For some accounts, the custodian may charge a percentage of the dollar amount of assets in the account in lieu of commissions. The custodian’s commission rates and asset- based fees applicable to the firm’s client accounts were negotiated based on the firm’s commitment to maintain a certain minimum amount of client assets at the custodian. This commitment benefits the client because the overall commission rates and asset-based fees paid are lower than they would be if the firm had not made the commitment. In addition to commissions or asset-based fees, the custodian charges a flat dollar amount as a “prime broker” or “trade away” fee for each trade that the firm has executed by a different broker- dealer but where the securities bought or the funds from the securities sold are deposited (settled) into the client’s custodian account. These fees are in addition to the commissions or other compensation the client pays the executing broker-dealer. Because of this, in order to minimize the client’s trading costs, the firm has the custodian execute most trades for the account. Soft Dollar Arrangements TDG does not utilize soft dollar arrangements. TDG does not direct brokerage transactions to executing brokers for research and brokerage services. Institutional Trading and Custody Services The custodian provides TDG with access to its institutional trading and custody services, which are typically not available to the custodian’s retail investors. These services generally are available to independent investment advisors on an unsolicited basis, at no charge to them so long as a certain minimum amount of the advisor’s clients’ assets are maintained in accounts at a particular custodian. The custodian’s brokerage services include the execution of securities transactions, custody, research, and access to mutual funds and other investments that are otherwise generally available only to institutional investors or would require a significantly higher minimum initial investment. Page 27  Item 12: Brokerage Practices Other Products and Services The custodian also makes available to TDG other products and services that benefit TDG but may not directly benefit its clients’ accounts. Many of these products and services may be used to service all or some substantial number of TDG's accounts, including accounts not maintained at custodian. The custodian may also make available TDG software and other technology that: ▪ provide access to client account data (such as trade confirmations and account statements) ▪ facilitate trade execution and allocate aggregated trade orders for multiple client accounts ▪ provide research, pricing and other market data ▪ facilitate payment of TDG’s fees from its clients’ accounts ▪ assist with back-office functions, recordkeeping and client reporting The custodian may also offer other services intended to help TDG manage and further develop its business enterprise. These services may include: ▪ compliance, legal and business consulting ▪ publications and conferences on practice management and business succession ▪ access to employee benefits providers, human capital consultants and insurance providers The custodian may also provide other benefits such as educational events or occasional business entertainment of TDG personnel. In evaluating whether to recommend that clients custody their assets at the custodian, TDG may take into account the availability of some of the foregoing products and services and other arrangements as part of the total mix of factors it considers, and not solely the nature, cost or quality of custody and brokerage services provided by the custodian, which creates a conflict of interest. Independent Third Parties The custodian may make available, arrange, and/or pay third-party vendors for the types of services rendered to TDG. The custodian may discount or waive fees it would otherwise charge for some of these services or all or a part of the fees of a third party providing these services to TDG. Additional Compensation Received from Custodians TDG may participate in institutional customer programs sponsored by broker-dealers or custodians. TDG may recommend these broker-dealers or custodians to clients for custody and brokerage services. There is no direct link between TDG’s participation in such programs and the investment advice it gives to its clients, although TDG receives economic benefits through its participation in the programs that are typically not available to retail investors. These benefits may include the following products and services (provided without cost or at a discount): ▪ Receipt of duplicate client statements and confirmations Page 28  Item 12: Brokerage Practices ▪ Research-related products and tools ▪ Consulting services ▪ Access to a trading desk serving TDG participants ▪ Access to block trading (which provides the ability to aggregate securities transactions for execution and then allocate the appropriate shares to client accounts) ▪ The ability to have advisory fees deducted directly from client accounts ▪ Access to an electronic communications network for client order entry and account information ▪ Access to mutual funds with no transaction fees and to certain institutional money managers ▪ Discounts on compliance, marketing, research, technology, and practice management products or services provided to TDG by third-party vendors The custodian may also pay for business consulting and professional services received by TDG’s related persons, and may pay or reimburse expenses (including client transition expenses, travel, lodging, meals and entertainment expenses for TDG’s personnel to attend conferences). Some of the products and services made available by such custodian through its institutional customer programs may benefit TDG but may not benefit its client accounts. These products or services may assist TDG in managing and administering client accounts, including accounts not maintained at the custodian as applicable. Other services made available through the programs are intended to help TDG manage and further develop its business enterprise. The benefits received by TDG or its personnel through participation in these programs do not depend on the amount of brokerage transactions directed to the broker-dealer. TDG also participates in similar institutional advisor programs offered by other independent broker-dealers or trust companies, and its continued participation may require TDG to maintain a predetermined level of assets at such firms. In connection with its participation in such programs, TDG will typically receive benefits similar to those listed above, including research, payments for business consulting and professional services received by TDG’s related persons, and reimbursement of expenses (including travel, lodging, meals, and entertainment expenses for TDG’s personnel to attend conferences sponsored by the broker-dealer or trust company). As part of its fiduciary duties to clients, TDG endeavors at all times to put the interests of its clients first. Clients should be aware, however, that the receipt of economic benefits by TDG or its related persons in and of itself creates a conflict of interest and indirectly influences TDG’s recommendation of broker-dealers for custody and brokerage services. The Firm’s Interest in Custodian’s Services The availability of these services from the custodian benefits the firm because the firm does not have to produce or purchase them. These services are not contingent upon the firm committing any specific amount of business to the custodian in trading commissions or assets in custody. Custodian’s services give the firm an incentive to recommend that clients maintain Page 29  Item 12: Brokerage Practices their accounts with the custodian based on the firm’s interest in receiving the custodian’s services that benefit the firm’s business rather than based on the client’s interest in receiving the best value in custody services and the most favorable execution of client transactions. This is a conflict of interest. The firm believes, however, that the selection of the custodian as custodian and broker is in the best interest of clients. It is primarily supported by the scope, quality, and price of the custodian’s services and not the custodian’s services that benefit only the firm. Brokerage for Client Referrals TDG does not engage in the practice of directing brokerage commissions in exchange for the referral of advisory clients. Directed Brokerage TDG Recommendations TDG typically recommends Schwab as custodian for clients’ funds and securities and to execute securities transactions on its clients’ behalf. Client-Directed Brokerage Occasionally, clients may direct TDG to use a particular broker-dealer to execute portfolio transactions for their account or request that certain types of securities not be purchased for their account. Clients who designate the use of a particular broker-dealer should be aware that they will lose any possible advantage TDG derives from aggregating transactions. Such client trades are typically effected after the trades of clients who have not directed the use of a particular broker-dealer. TDG loses the ability to aggregate trades with other TDG advisory clients, potentially subjecting the client to inferior trade execution prices as well as higher commissions. B. Aggregating Securities Transactions for Client Accounts Best Execution TDG may recommend that clients establish brokerage accounts with Schwab, a FINRA-registered broker-dealer, member SIPC, to maintain custody of clients’ assets and to effect trades for their accounts. Such accounts will be prime broker eligible so that if and when the need arises to effect securities transactions at broker-dealers ("executing brokers") other than with the client’s current custodian, such custodian will accept delivery or deliver the applicable security from/to the executing broker. Schwab charges a “trade away” fee which is charged against the client account for each trade away occurrence. Other custodians have their own policies concerning prime broker accounts and trade away fees. Clients are directed to consult their current custodian for their policies and fees. TDG, pursuant to the terms of its investment advisory agreement with clients, has discretionary authority to determine which securities are to be bought and sold, the amount of such Page 30  Item 12: Brokerage Practices securities, the executing broker, and the commission rates to be paid to effect such transactions. TDG recognizes that the analysis of execution quality involves a number of factors, both qualitative and quantitative. TDG will follow a process in an attempt to ensure that it is seeking to obtain the most favorable execution under the prevailing circumstances when placing client orders. These factors include but are not limited to the following: ▪ The financial strength, reputation, and stability of the broker ▪ The efficiency with which the transaction is effected ▪ The ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any) ▪ The availability of the broker to stand ready to effect transactions of varying degrees of difficulty in the future ▪ The efficiency of error resolution, clearance, and settlement ▪ Block trading and positioning capabilities ▪ Performance measurement ▪ Online access to computerized data regarding customer accounts ▪ Availability, comprehensiveness, and frequency of brokerage and research services ▪ Commission rates ▪ The economic benefit to the client ▪ Related matters involved in the receipt of brokerage services Consistent with its fiduciary responsibilities, TDG seeks to ensure that clients receive best execution with respect to clients’ transactions by blocking client trades to reduce commissions and transaction costs. To the best of TDG’s knowledge, these custodians provide high-quality execution, and TDG’s clients do not pay higher transaction costs in return for such execution. Commission rates and securities transaction fees charged to effect such transactions are established by the client’s independent custodian and/or broker-dealer. Based upon its own knowledge of the securities industry, TDG believes that such commission rates are competitive within the securities industry. Lower commissions or better execution may be able to be achieved elsewhere. Security Allocation Since TDG may be managing accounts with similar investment objectives, TDG may aggregate orders for securities for such accounts. In such event, allocation of the securities so purchased or sold, as well as expenses incurred in the transaction, is made by TDG in the manner it considers to be the most equitable and consistent with its fiduciary obligations to such accounts. TDG’s allocation procedures seek to allocate investment opportunities among clients in the fairest possible way, taking into account the clients’ best interests. TDG will follow procedures to ensure that allocations do not involve a practice of favoring or discriminating against any client or group of clients. Account performance is never a factor in trade allocations. Page 31  Item 12: Brokerage Practices TDG’s advice to certain clients and entities and the action of TDG for those and other clients are frequently premised not only on the merits of a particular investment, but also on the suitability of that investment for the particular client in light of his or her applicable investment objective, guidelines and circumstances. Thus, any action of TDG with respect to a particular investment may, for a particular client, differ or be opposed to the recommendation, advice, or actions of TDG to or on behalf of other clients. Order Aggregation Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) subject to the aggregation being in the best interests of all participating clients. Subsequent orders for the same security entered during the same trading day may be aggregated with any previously unfilled orders. Subsequent orders may also be aggregated with filled orders if the market price for the security has not materially changed and the aggregation does not cause any unintended duration exposure. All clients participating in each aggregated order will receive the average price and, subject to minimum ticket charges and possible step outs, pay a pro rata portion of commissions. To minimize performance dispersion, “strategy” trades should be aggregated and average priced. However, when a trade is to be executed for an individual account and the trade is not in the best interests of other accounts, then the trade will only be performed for that account. This is true even if TDG believes that a larger size block trade would lead to best overall price for the security being transacted. Allocation of Trades All allocations will be made prior to the close of business on the trade date. In the event an order is “partially filled,” the allocation will be made in the best interests of all the clients in the order, taking into account all relevant factors including, but not limited to, the size of each client’s allocation, clients’ liquidity needs and previous allocations. In most cases, accounts will get a pro forma allocation based on the initial allocation. This policy also applies if an order is “over-filled.” TDG acts in accordance with its duty to seek best price and execution and will not continue any arrangements if TDG determines that such arrangements are no longer in the best interest of its clients. Trade Errors From time to time, TDG may make an error in submitting a trade order on the client’s behalf. When this occurs, TDG may place a correcting trade with the broker-dealer. If an investment gain results from the correcting trade, the gain will remain in client’s account unless the same error involved other client account(s) that should have received the gain, it is not permissible for client to retain the gain, or TDG confers with client and client decides to forego the gain (e.g., due to tax reasons). If the gain does not remain in client’s account and Schwab is the custodian, Schwab will donate the amount of any gain $100 and over to charity. If a loss occurs greater than $100, TDG will pay Page 32  Item 12: Brokerage Practices for the loss. Schwab will maintain the loss or gain (if such gain is not retained in client’s account) if it is under $100 to minimize and offset its administrative time and expense. Generally, if related trade errors result in both gains and losses in client’s account, they may be “netted.” Page 33  Item 13: Review of Accounts Item 13: Review of Accounts A. Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Investment advisory accounts are reviewed by the investment adviser representative servicing the client’s account. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than annually. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in the underlying investment, or changes in macro-economic climate. Financial consulting clients receive their recommendations at the time service is completed. B. Review of Client Accounts on Non-Periodic Basis TDG may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how TDG formulates investment advice. C. Content of Client-Provided Reports and Frequency The client’s independent qualified custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by TDG. Page 34  Item 14: Client Referrals and Other Compensation Item 14: Client Referrals and Other Compensation A. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest TDG receives an economic benefit from custodians in the form of the support products and services they make available to us. These products and services, how they benefit us, and the related conflicts of interest are described in this Brochure under Item 12: Brokerage Practices. The availability to us of custodians’ products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. B. Advisory Firm Payments for Client Referrals TDG provides referral compensation to employees of the firm for the establishment of new client relationships. Employees who refer clients to us must comply with the requirements of the jurisdictions where they operate. The compensation is based on a percentage of the anticipated first-year revenue, paid in a lump sum upon transfer of the investment accounts. You will not be charged additional fees based on this compensation arrangement. Incentive-based compensation is contingent upon you entering into an advisory agreement with us. Therefore, the individual has a financial incentive to recommend us to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain us for advisory services. Comparable services and/or lower fees may be available through other firms. Page 35  Item 15: Custody Item 15: Custody TDG is considered to have custody of client assets for purposes of the Advisers Act for the following reasons: ▪ The client authorizes us to instruct their custodian to deduct our advisory fees directly from the client’s account. The custodian maintains actual custody of clients’ assets. ▪ Our authority to direct client requests, utilizing standing instructions, for wire transfer of funds for first-party money movement and third-party money movement (checks and/or journals, ACH, Fed-wires). The firm has elected to meet the SEC’s seven conditions to avoid the surprise custody exam, as outlined below: 1. The client provides an instruction to the qualified custodian, in writing, that includes the client’s signature, the third party’s name, and either the third party’s address or the third party’s account number at a custodian to which the transfer should be directed. 2. The client authorizes the investment adviser, in writing, either on the qualified custodian’s form or separately, to direct transfers to the third party either on a specified schedule or from time to time. 3. The client’s qualified custodian performs appropriate verification of the instruction, such as a signature review or other method to verify the client’s authorization, and provides a transfer of funds notice to the client promptly after each transfer. 4. The client has the ability to terminate or change the instruction to the client’s qualified custodian. 5. The investment adviser has no authority or ability to designate or change the identity of the third party, the address, or any other information about the third party contained in the client’s instruction. 6. The investment adviser maintains records showing that the third party is not a related party of the investment adviser or located at the same address as the investment adviser. 7. The client’s qualified custodian sends the client, in writing, an initial notice confirming the instruction and an annual notice reconfirming the instruction. Individual advisory clients will receive at least quarterly account statements directly from their qualified custodian containing a description of all activity, cash balances, and portfolio holdings in their accounts. Clients are urged to compare the account balance(s) shown on their account statements to the quarter-end balance(s) on their custodian's monthly statement. The custodian’s statement is the official record of the account. Page 36  Item 16: Investment Discretion Item 16: Investment Discretion Clients may grant a limited power of attorney to TDG with respect to trading activity in their accounts by signing the appropriate custodian limited power of attorney form. In those cases, TDG will exercise full discretion as to the nature and type of securities to be purchased and sold, the amount of securities for such transactions, the executing broker to be used, and the amount of commissions to be paid. Investment limitations may be designated by the client as outlined in the investment advisory agreement. Page 37  Item 17: Voting Client Securities Item 17: Voting Client Securities TDG does not take discretion with respect to voting proxies on behalf of its clients. All proxy material will be forwarded to the client by the client’s custodian for the client’s review and action. Clients may contact the firm with questions regarding proxies they have received. TDG will endeavor to make recommendations to clients on voting proxies regarding shareholder vote, consent, election, or similar actions solicited by, or with respect to, issuers of securities beneficially held as part of TDG supervised and/or managed assets. In no event will TDG take discretion with respect to voting proxies on behalf of its clients. Except as required by applicable law, TDG will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. TDG has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. TDG also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, TDG has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where TDG receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 38  Item 18: Financial Information Item 18: Financial Information A. Balance Sheet TDG does not require the prepayment of fees of $1,200 or more, six months or more in advance, and as such is not required to file a balance sheet. B. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients TDG does not have any financial issues that would impair its ability to provide services to clients. C. Bankruptcy Petitions During the Past Ten Years There is nothing to report on this item. Page 39 

Item 1: Cover Page Item 1: Cover Page Appendix 1 of Part 2A Wrap Fee Program Brochure May 1, 2026 The Dala Group, LLC SEC File No. 801-127948 2800 W Higgins Rd., Suite 895 Hoffman Estates, IL 60169 phone: 847-485-0248 email: team@thedalagroup.com website: www.TheDalaGroup.com This wrap fee program brochure provides information about the qualifications and business practices of The Dala Group, LLC. If you have any questions about the contents of this brochure, please contact us at 847-485-0248 or email team@thedalagroup.com. 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. Registration with the SEC or State Regulatory Authority does not imply a certain level of skill or expertise. Additional information about The Dala Group, LLC is also available on the SEC’s website at www.adviserinfo.sec.gov. Page 1  Item 2: Material Changes Item 2: Material Changes This Firm Brochure is our disclosure document prepared according to regulatory requirements and rules. Consistent with the rules, we will ensure that you receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business fiscal year. Furthermore, we will provide you with other interim disclosures about material changes as necessary. The following material change was made to this Brochure since the last annual update issued on March 4, 2026: The firm moved its office from 2815 Forbs Ave., Suite 107, Hoffman Estates, IL 60192, to 2800 W Higgins Rd, Ste 895, Hoffman Estates, IL 60169. Page 2  Item 3: Table of Contents Item 3: Table of Contents Item 1: Cover Page ...................................................................................................................................................... 1 Item 2: Material Changes .......................................................................................................................................... 2 Item 3: Table of Contents ......................................................................................................................................... 3 Item 4: Services, Fees and Compensation .......................................................................................................... 4 Item 5: Account Requirements and Types of Clients ................................................................................... 10 Item 6: Portfolio Manager Selection and Evaluation ................................................................................... 11 Item 7: Client Information Provided to Portfolio Managers...................................................................... 21 Item 8: Client Contact with Portfolio Managers ............................................................................................ 22 Item 9: Additional Information ............................................................................................................................. 23 Page 3  Item 4: Services, Fees and Compensation Item 4: Services, Fees and Compensation A. Ownership/Advisory History The Dala Group, LLC (“TDG,” “the firm,” “we,” “us,” “our”) is an Illinois limited liability company. TDG is wholly owned by the Michael Heatwole Revocable Living Trust to which the individual Michael Heatwole is the trustee. The firm became registered as an investment adviser in 2018. B. Advisory Services and Fees Comprehensive Portfolio Management TDG offers Comprehensive Portfolio Management exclusively on a wrap fee basis as a wrap program sponsor. Under our wrap program, clients will receive asset management services and the execution of securities brokerage transactions along with in-depth financial planning that may include one or more of the following topics based on the client’s needs: ▪ Cash Flow: create and prioritize goals; debt management; mortgage review; employer benefit review ▪ Insurance: medical insurance/health savings account/flexible spending account; home & auto/umbrella policy review; life insurance; long-term disability insurance; long-term care insurance ▪ Investments: planning for private education and college expenses; employer retirement plan allocation; investment account allocation; annuity review; rental property analysis; employer plan contributions & match; IRA/Roth IRA contribution; inheritance management ▪ Tax Planning: review of tax return; integrated tax planning & projections with your CPA; capital gains & capital loss harvesting; Roth conversion analysis; charitable giving, QCDs, and donor-advised funds analysis ▪ Retirement Planning: pension options analysis; social security analysis; Medicare options; retirement cash flow planning; retirement income strategies; required minimum distribution (RMD) planning ▪ Estate Planning: estate planning document review; beneficiary review; account registration review; long-term care plan/end-of-life decisions; family meeting This service is designed to assist clients in meeting their financial goals through the use of ongoing financial planning. Our firm conducts client meetings to understand their current financial situation, existing resources, financial goals, and tolerance for risk. Based on what is learned, an investment approach is presented to the client, consisting of individual stocks, bonds, ETFs, mutual funds and other public securities or investments. Once the appropriate portfolio has been determined, portfolios are continuously and regularly monitored, and if necessary, rebalanced based upon the client’s individual needs, stated goals and objectives. Upon client request, our firm provides a summary of observations and recommendations for the planning or consulting aspects of this service. Page 4  Item 4: Services, Fees and Compensation We provide discretionary and non-discretionary services as requested by the client. For our discretionary asset management services, we receive a limited power of attorney to effect securities transactions on behalf of its clients that include securities and strategies described in Item 8 of this brochure. We also provide investment advice on clients’ retirement plan assets held in qualified retirement plans, (i.e., 401(k) and 403(b) plans, etc.). Please be advised that our recommendations to you are confined to the investment alternatives made available by the plan. Clients have the right to provide the firm with any reasonable investment restrictions on the management of their portfolio, which must be in writing and sent to the firm. Clients should promptly notify the firm in writing of any changes in such restrictions or in the client's personal financial circumstances, investment objectives, goals and tolerance for risk. TDG will remind clients of their obligation to inform the firm of any such changes or any restrictions that should be imposed on the management of the client’s account. TDG will also contact clients at least annually to determine whether there have been any changes in a client's personal financial circumstances, investment objectives and tolerance for risk. SP Financial Group. When our firm believes that individual bonds are the best fit for a specific client need, we may recommend that clients use SP Financial Group to analyze and purchase these bonds. Prior to purchasing, SP Financial Group will provide a client specific proposal that is reviewed and approved by our Chief Investment Officer, Mike Heatwole. SP Financial Group does not have discretionary authority or custody over client assets, as once the bond is purchased it is moved into the client’s Schwab account. SP Financial Group earns their fees based on the markups that are charged on the individual bonds they purchase. Our firm does not receive a portion of these fees. Retirement Rollovers – Conflicts and Added Fees. Plan participants may be paying little or nothing for the plan’s investment services. As such, investment management costs are likely to be higher when engaging an investment adviser for professional investment management. Alternative courses of action are available to the plan participant: (i) Assuming it is permitted by the Plan, you can leave your money in your current Plan. (ii) If you have changed employers, you can roll your assets into the new employer’s Plan, if permissible by your new employer. (iii) You can establish an IRA R/O and place into a commission-based account at a broker-dealer. (iv) You can establish an IRA R/O and place into a fee-based advisory account. (v) You can withdraw your retirement money and pay the taxes and any applicable penalties. Your decision to roll assets from a qualified plan to a financial professional should be determined by your need for a desired level of investment services, the associated costs, and access to a diverse range of investment products that meet your personal risk tolerance and investment objective. Page 5  Item 4: Services, Fees and Compensation Fees and Compensation The annual fee for comprehensive portfolio management will be charged as a percentage of assets under management according to the following tiered fee schedule, which represents the firm’s maximum fees for individual services. Fees are non-negotiable. Assets Under Management Annual % $0 $1,000,001 $2,000,001 $3,000,001 to to to to $1,000,000 $2,000,000 $3,000,000 $10,000,000 Over $10,000,000 1.00% ($4800/yr min.) 0.75% 0.60% 0.50% 0.35% Example 1: A client with $15,000,000 in Assets Under Management will be charged 1.0% on the first $1,000,000 of Assets, 0.75% on the next $1,000,000 of Assets, 0.60% on the next $1,000,000 of Assets, 0.50% on the next $7,000,000 of Assets, and 0.35% on the remaining assets. Example 2: A client with $200,000 in Assets Under management will be charged 1.0% on the first $1,000,000 of Assets. If this fee is less than $4,800 annually ($400 per month), the client will be charged our minimum annual fee of $4,800. We generally require a minimum annual fee of $4,800 for new clients using our portfolio management service, which is offered exclusively through our wrap fee program. For portfolio values less than $480,000, clients may be able to obtain comparable services at a lower cost elsewhere. TDG, at its sole discretion, may waive this minimum requirement. Asset-based fees are subject to the investment advisory agreement between the client and TDG. Such fees are payable monthly in arrears based on the value of assets on the time-weighted daily average of the month. If a client utilizes leverage, the firm’s fees will be billed on the gross balance in the portfolio. The use of leverage creates a conflict of interest in that the adviser firm has an economic incentive to utilize leverage as it inflates the market value upon which the adviser's fees are calculated, thereby increasing the adviser's fee revenue. The fees will be prorated if the investment advisory relationship commences otherwise than at the beginning of a calendar month. Adjustments will be made for deposits and withdrawals during the month. Investment allocation reviews will be done quarterly. TDG may modify the fee at any time upon 30 days’ written notice to the client, and any fee increases must be approved in writing by the client. In the event the client has an ERISA- governed plan, fee modifications must be approved in writing by the client. These fees include charges for all transaction fees on purchase and sales of stocks, bonds, exchange-traded funds and options, and mutual fund transactions fees. Except as otherwise provided below, client will incur no charges other than the adviser’s fee pursuant to the above fee schedule in connection with the maintenance of and activity in client’s account. The wrap fee does not include annual account fees or other administrative fees, such as wire fees, charged by manager or brokerage firm; executing broker fees; custodian trade-away fees; certain odd-lot differentials, transfer taxes, transaction fees mandated by the Securities Act of 1934, postage and handling fees, and charges imposed by law with regard to transactions in the client’s Page 6  Item 4: Services, Fees and Compensation account; and advisory fees, expenses or sales charges (loads) of mutual funds (including money market funds), closed-end investment companies or other managed investments, if any, held in client’s account. The wrap fee also does not cover certain costs associated with securities transactions in the over-the-counter market, such as fixed income securities where manager must approach a dealer or market maker to purchase or sell a security. Such costs include the dealer’s mark-up, mark-down or spread and odd-lot differentials or transfer taxes imposed by law. C. Disclosure of Cost Difference if Services Purchased Separately Depending on a number of factors, such as the number, size and nature of the securities transactions in an advisory account, the overall fees and charges borne by the client over time could be more or less than what these fees and charges would be if the same services were provided on a separate basis. Bundled fees generally provide an economic incentive for the advisory firm to select investments and strategies that minimize trading costs. Frequent trading in an account where transaction fees are included as part of the overall advisory fee to the client drive trading costs higher and reduce the overall fee revenue to the advisor. As a result, higher trading costs in a bundled fee account have a negative impact on the advisory firm’s profitability. D. Additional Client Fees and Terms of Payment Client Payment of Fees TDG does not require the prepayment of its fees. TDG requires clients to authorize the direct debit of fees from their accounts. For directly debited fees, the custodian’s periodic statements will show each fee deduction from the account. Clients may withdraw this authorization for direct billing of these fees at any time by notifying us or their custodian in writing. TDG will deduct advisory fees directly from the client’s account provided that (i) the client provides written authorization to the qualified custodian, and (ii) the qualified custodian sends the client a statement, at least quarterly, indicating all amounts disbursed from the account. The client is responsible for verifying the accuracy of the fee calculation, as the client’s custodian will not verify the calculation. A client investment advisory agreement may be canceled at any time by the client, or by TDG with 30 days’ prior written notice to the client. Upon termination, any earned, unpaid fees will be immediately due and payable. Additional Fees All fees paid for investment advisory services are separate and distinct from the fees and expenses charged by exchange-traded funds, mutual funds, executing broker fees, and custodian trade-away fees. Such fees and expenses are described in each exchange-traded fund and mutual fund’s prospectus, and by any broker-dealer or custodian retained. Clients are advised to read these materials carefully before investing. If a mutual fund also imposes sales Page 7  Item 4: Services, Fees and Compensation charges, a client may pay an initial or deferred sales charge as further described in the mutual fund’s prospectus. A client using TDG may be precluded from using certain mutual funds or separate account managers because they may not be offered by the client's custodian. Please refer to the TDG Part 2A Brochure, Item 12: Brokerage Practices for additional information regarding the firm’s brokerage practices. E. Compensation for Recommending the TDG Wrap Fee Program The TDG Wrap Fee Program is a proprietary product offered exclusively through TDG. As such, there is a conflict of interest in that we are economically disincentivized to trade your portfolio. The less we trade the more money we make, as our wrap fee includes trading costs. F. Important Disclosure – Custodian Investment Programs Please be advised that the firm utilizes certain custodians/broker-dealers. Under these arrangements, we can access certain investment programs offered through such custodian(s) that offer certain compensation and fee structures that create conflicts of interest of which clients need to be aware. Please note the following: Conflict Between Revenue Share Class (12b-1) and Non-Revenue Share Class Mutual Funds: Revenue share class/12b-1 fees are deducted from the net asset value of the mutual fund and generally, all things being equal, cause the fund to earn lower rates of return than those mutual funds that do not pay revenue sharing fees. The client is under no obligation to utilize such programs or mutual funds. Although many factors will influence the type of fund to be used, the client should discuss with their investment adviser representative whether a share class from a comparable mutual fund with a more favorable return to investors is available that does not include the payment of any 12b-1 or revenue sharing fees given the client’s individual needs and priorities and anticipated transaction costs. In addition, the receipt of such fees can create conflicts of interest in instances where the custodian receives the entirety of the 12b-1 and/or revenue sharing fees and takes the receipt of such fees into consideration in terms of benefits it may elect to provide to the firm, even though such benefits may or may not benefit some or all of the firm’s clients. Additional Disclosure Concerning Wrap Programs: To the extent that we either sponsor or recommend wrap fee programs, please be advised that certain wrap fee programs may (i) allow our investment adviser representatives to select mutual fund classes that either have no transaction fee costs associated with them but include embedded 12b-1 fees that lower the investor’s return (“sometimes referred to as “A-Shares,” depending on the mutual fund issuer), or (ii) allow the use of mutual fund classes that have transaction fees associated with them but do not carry embedded 12b-1 fees (sometimes referred to as “I-Shares,” depending on the mutual fund sponsor). Wrap fee programs offer investment services and related transaction services for one all-inclusive fee (except as may be described in the applicable wrap fee program brochure). The trading costs are typically absorbed by the firm and/or the investment representative. If a client’s account holds A-Shares within a wrap fee program, the firm and/or its investment adviser representative avoids paying the transaction fees charged by other mutual Page 8  Item 4: Services, Fees and Compensation fund classes, which in effect decreases the firm’s costs and increases its revenues from the account. Effectively, the cost is transferred to the client from the firm in the form of a lower rate of return on the specific mutual fund. This creates an incentive for the firm or investment adviser representative to utilize such funds as opposed to those funds that may be equally appropriate for a client but do not carry the additional cost of 12b-1 fees. As a policy matter, the firm does not allow funds that impose 12b-1 or revenue sharing fees on the client’s investment within its wrap fee programs. Clients should understand and discuss with their investment adviser representative the types of mutual fund share classes available in the wrap fee program and the basis for using one share class over another in accordance with their individual circumstances and priorities. Page 9  Item 5: Account Requirements and Types of Clients Item 5: Account Requirements and Types of Clients TDG offers its advisory services to the following types of clients: ▪ Individuals and High Net Worth Individuals ▪ Corporations, Limited Liability Companies and/or Other Business Types We generally require a minimum annual fee of $4,800 for new clients using our portfolio management service, which is offered exclusively through our wrap fee program. For portfolio values less than $480,000, clients may be able to obtain comparable services at a lower cost elsewhere. TDG, at its sole discretion, may waive this minimum requirement. Page 10  Item 6: Portfolio Manager Selection and Evaluation Item 6: Portfolio Manager Selection and Evaluation A. TDG’s Participation in Wrap Fee Programs; Portfolio Manager Selection and Review TDG offers its Comprehensive Portfolio Management services exclusively on a wrap fee basis as a wrap program sponsor. Under our wrap program, you will receive investment advisory services and the execution of securities brokerage transactions for a single specified fee. Participation in a wrap program may cost you more or less than purchasing such services separately. We adhere to our fiduciary duty when trading in your accounts. Trades are made only on the basis of the account’s stated investment objectives, and without concern for the firm’s trading costs and firm’s expenses. The TDG Wrap Fee Program is a proprietary product offered exclusively through the firm and is the only wrap fee program the firm participates in. B. Wrap Fee Program Portfolio Management Comprehensive Portfolio Management Please refer to Item 4.B of this Brochure for a description of the Comprehensive Portfolio Management services provided under the TDG Wrap Fee Program. Client-Tailored Services and Client-Imposed Restrictions Each client’s account will be managed on the basis of the client’s financial situation and investment objectives, and in accordance with any reasonable restrictions imposed by the client on the management of the account—for example, restricting the type or amount of security to be purchased in the portfolio. Management of Wrap Fee Program The firm is the sole sponsor and sole portfolio manager for the TDG Wrap Fee Program. Participation in a wrap fee program may cost you more or less than purchasing such services separately. We adhere to our fiduciary duty when trading in your accounts. Trades are made only on the basis of the account’s stated investment objectives, and without concern to the firm’s trading costs and firm’s expenses. Performance-Based Fees and Side-by-Side Management The firm does not charge performance-based fees and therefore has no economic incentive to manage clients’ portfolios in any way other than what is in the clients’ best interests. Page 11  Item 6: Portfolio Manager Selection and Evaluation Methods of Analysis, Investment Strategies and Risk of Loss Investing in securities involves a risk of loss that you, as a client, should be prepared to bear. There is no guarantee that any specific investment or strategy will be profitable for a particular client. Our investment strategy is custom-tailored to the client’s goals, investment objectives, risk tolerance, and personal and financial circumstances. Methods of Analysis TDG uses the following methods of analysis in formulating our investment advice and/or managing client assets: Fundamental Analysis: The analysis of a business's financial statements (usually to analyze the business's assets, liabilities, and earnings), health, and its competitors and markets. When analyzing a stock, futures contract, or currency using fundamental analysis there are two basic approaches one can use: bottom up analysis and top down analysis. The terms are used to distinguish such analysis from other types of investment analysis, such as quantitative and technical. Fundamental analysis is performed on historical and present data, but with the goal of making financial forecasts. There are several possible objectives: (a) to conduct a company stock valuation and predict its probable price evolution; (b) to make a projection on its business performance; (c) to evaluate its management and make internal business decisions; (d) and/or to calculate its credit risk.; and (e) to find out the intrinsic value of the share. When the objective of the analysis is to determine what stock to buy and at what price, there are two basic methodologies investors rely upon: (a) Fundamental analysis maintains that markets may misprice a security in the short run but that the "correct" price will eventually be reached. Profits can be made by purchasing the mispriced security and then waiting for the market to recognize its "mistake" and re-price the security.; and (b) Technical analysis maintains that all information is reflected already in the price of a security. Technical analysts analyze trends and believe that sentiment changes predate and predict trend changes. Investors' emotional responses to price movements lead to recognizable price chart patterns. Technical analysts also analyze historical trends to predict future price movement. Investors can use one or both of these different but complementary methods for stock picking. This presents a potential risk, as the price of a security can move up or down along with the overall market regardless of the economic and financial factors considered in evaluating the stock. Quantitative Analysis: The use of models, or algorithms, to evaluate assets for investment. The process usually consists of searching vast databases for patterns, such as correlations among liquid assets or price-movement patterns (trend following or mean reversion). The resulting strategies may involve high-frequency trading. The results of the analysis are taken into consideration in the decision to buy or sell securities and in the management of portfolio characteristics. A risk in using quantitative analysis is that the methods or models used may be based on assumptions that prove to be incorrect. Qualitative Analysis: A securities analysis that uses subjective judgment based on unquantifiable information, such as management expertise, industry cycles, strength of Page 12  Item 6: Portfolio Manager Selection and Evaluation research and development, and labor relations. Qualitative analysis contrasts with quantitative analysis, which focuses on numbers that can be found on reports such as balance sheets. The two techniques, however, will often be used together in order to examine a company's operations and evaluate its potential as an investment opportunity. Qualitative analysis deals with intangible, inexact concerns that belong to the social and experiential realm rather than the mathematical one. This approach depends on the kind of intelligence that machines (currently) lack, since things like positive associations with a brand, management trustworthiness, customer satisfaction, competitive advantage and cultural shifts are difficult, arguably impossible, to capture with numerical inputs. A risk in using qualitative analysis is that subjective judgment may prove incorrect. Sector Analysis: Sector analysis involves identification and analysis of various industries or economic sectors that are likely to exhibit superior performance. Academic studies indicate that the health of a stock's sector is as important as the performance of the individual stock itself. In other words, even the best stock located in a weak sector will often perform poorly because that sector is out of favor. Each industry has differences in terms of its customer base, market share among firms, industry growth, competition, regulation and business cycles. Learning how the industry operates provides a deeper understanding of a company's financial health. One method of analyzing a company's growth potential is examining whether the amount of customers in the overall market is expected to grow. In some markets, there is zero or negative growth, a factor demanding careful consideration. Additionally, market analysts recommend that investors should monitor sectors that are nearing the bottom of performance rankings for possible signs of an impending turnaround. Investment Strategies We Use TDG uses the following strategies in managing client accounts, provided that such strategies are appropriate to the needs of the client and consistent with the client's investment objectives, risk tolerance, and time horizons, among other considerations: Asset Allocation: The implementation of an investment strategy that attempts to balance risk versus reward by adjusting the percentage of each asset in an investment portfolio according to the investor's risk tolerance, goals and investment time frame. Asset allocation is based on the principle that different assets perform differently in different market and economic conditions. A fundamental justification for asset allocation is the notion that different asset classes offer returns that are not perfectly correlated, hence diversification reduces the overall risk in terms of the variability of returns for a given level of expected return. Although risk is reduced as long as correlations are not perfect, it is typically forecast (wholly or in part) based on statistical relationships (like correlation and variance) that existed over some past period. Expectations for return are often derived in the same way. An asset class is a group of economic resources sharing similar characteristics, such as riskiness and return. There are many types of assets that may or may not be included in an asset allocation strategy. The "traditional" asset classes are stocks (value, dividend, growth, or sector-specific [or a "blend" of any two or more of the preceding]; large-cap versus mid-cap, small-cap or micro-cap; domestic, foreign [developed], emerging or frontier markets), bonds Page 13  Item 6: Portfolio Manager Selection and Evaluation (fixed income securities more generally: investment-grade or junk [high-yield]; government or corporate; short-term, intermediate, long- term; domestic, foreign, emerging markets), and cash or cash equivalents. Allocation among these three provides a starting point. Usually included are hybrid instruments such as convertible bonds and preferred stocks, counting as a mixture of bonds and stocks. Other alternative assets that may be considered include: commodities, precious metals, nonferrous metals, agriculture, energy, others; commercial or residential real estate (also REITs); collectibles such as art, coins, or stamps; insurance products (annuity, life settlements, catastrophe bonds, personal life insurance products, etc.); derivatives such as long-short or market neutral strategies, options, collateralized debt, and futures; foreign currency; venture capital; private equity; and/or distressed securities. There are several types of asset allocation strategies based on investment goals, risk tolerance, time frames and diversification. The most common forms of asset allocation are strategic, dynamic, tactical, and core-satellite. ▪ Strategic Asset Allocation: The primary goal of a strategic asset allocation is to create an asset mix that seeks to provide the optimal balance between expected risk and return for a long- term investment horizon. Generally speaking, strategic asset allocation strategies are agnostic to economic environments, i.e., they do not change their allocation postures relative to changing market or economic conditions. ▪ Dynamic Asset Allocation: Dynamic asset allocation is similar to strategic asset allocation in that portfolios are built by allocating to an asset mix that seeks to provide the optimal balance between expected risk and return for a long-term investment horizon. Like strategic allocation strategies, dynamic strategies largely retain exposure to their original asset classes; however, unlike strategic strategies, dynamic asset allocation portfolios will adjust their postures over time relative to changes in the economic environment. ▪ Tactical Asset Allocation: Tactical asset allocation is a strategy in which an investor takes a more active approach that tries to position a portfolio into those assets, sectors, or individual stocks that show the most potential for perceived gains. While an original asset mix is formulated much like strategic and dynamic portfolio, tactical strategies are often traded more actively and are free to move entirely in and out of their core asset classes ▪ Core-Satellite Asset Allocation: Core-Satellite allocation strategies generally contain a 'core' strategic element making up the most significant portion of the portfolio, while applying a dynamic or tactical 'satellite' strategy that makes up a smaller part of the portfolio. In this way, core-satellite allocation strategies are a hybrid of the strategic and dynamic/tactical allocation strategies mentioned above. Margin Leverage: Although TDG, as a general business practice, does not utilize leverage, there may be instances in which the use of leverage may be appropriate for certain clients and situations or requested by the clients for personal use. In this regard please review the following: The use of margin leverage enhances the overall risk of investment gain and loss to the client’s investment portfolio. For example, investors are able to control $2.00 of a security for $1.00. So, if the price of a security rises by $1.00, the investor earns a 100% return on their Page 14  Item 6: Portfolio Manager Selection and Evaluation investment. Conversely, if the security declines by $0.50, then the investor loses 50% of their investment. The use of margin leverage entails borrowing, which results in additional interest costs to the investor. Broker-dealers who carry customer accounts have a minimum equity requirement when clients utilize margin leverage. The minimum equity requirement is stated as a percentage of the value of the underlying collateral security with an absolute minimum dollar requirement. For example, if the price of a security declines in value to the point where the excess equity used to satisfy the minimum requirement dissipates, the broker-dealer will require the client to deposit additional collateral to the account in the form of cash or marketable securities. A deposit of securities to the account will require a larger deposit, as the security being deposited is included in the computation of the minimum equity requirement. In addition, when leverage is utilized and the client needs to withdraw cash, the client must sell a disproportionate amount of collateral securities to release enough cash to satisfy the withdrawal amount based upon similar reasoning as cited above. Regulations concerning the use of margin leverage are established by the Federal Reserve Board and vary if the client’s account is held at a broker-dealer versus a bank custodian. Broker-dealers and bank custodians may apply more stringent rules as they deem necessary. Short-Term Trading: Although TDG, as a general business practice, does not utilize short-term trading, there may be instances in which short-term trading may be necessary or an appropriate strategy. In this regard, please read the following: High-frequency trading creates substantial transaction costs that in the aggregate could negatively impact account performance. Mutual Funds and Exchange-Traded Funds, Individual Securities TDG may recommend ”institutional share class” mutual funds, exchange-traded funds (“ETFs”), and individual securities (including fixed income instruments). A description of the criteria to be used in formulating an investment recommendation for mutual funds, ETFs, and individual securities (including fixed-income securities) is set forth below. TDG has formed relationships with third-party vendors that perform billing and certain other administrative tasks. TDG may utilize additional independent third parties to assist it in recommending and monitoring individual securities and funds to clients as appropriate under the circumstances. TDG reviews certain quantitative and qualitative criteria related to funds and to formulate investment recommendations to its clients. Quantitative criteria may include: ▪ performance history of a fund evaluated against that of its peers and other benchmarks ▪ analysis of risk-adjusted returns ▪ fund’s fee structure ▪ relevant fund portfolio manager’s tenure Page 15  Item 6: Portfolio Manager Selection and Evaluation Qualitative criteria used in selecting/recommending funds include the investment objectives and/or management style and philosophy of a fund; a fund’s consistency of investment style; and employee turnover and efficiency and capacity. Quantitative and qualitative criteria related to funds are reviewed by TDG on a quarterly basis or such other interval as appropriate under the circumstances. In addition, funds are reviewed to determine the extent to which their investments reflect any of the following: efforts to time the market, engage in portfolio pumping, or evidence style drift such that their portfolios no longer accurately reflect the particular asset category attributed to the fund by TDG (all negative factors in implementing an asset allocation structure). Account minimum balances and fees may significantly differ between clients/funds. Each client’s individual needs and circumstances will determine portfolio weighting, which can have an impact on the funds utilized. TDG will endeavor to obtain equal treatment for its clients with funds, but cannot assure equal treatment. TDG will regularly review the activities of funds utilized for the client. Clients that invest in funds should first review and understand the disclosure documents of those funds, which contain information relevant to such retention or investment, including information on the methodology used to analyze securities, investment strategies, fees and conflicts of interest. Material Risks of Investment Instruments TDG generally invests in the following types of securities: ▪ Equity securities ▪ Mutual fund securities ▪ Exchange-traded funds ▪ Fixed income securities ▪ Corporate debt obligations ▪ Fixed equity annuities ▪ Fixed equity indexed annuities ▪ Variable annuities ▪ Real Estate Investment Trusts (“REITs”) Equity Securities: Investing in individual companies involves inherent risk. The major risks relate to the company’s capitalization, quality of the company’s management, quality and cost of the company’s services, the company’s ability to manage costs, efficiencies in the manufacturing or service delivery process, management of litigation risk, and the company’s ability to create shareholder value (i.e., increase the value of the company’s stock price). Foreign securities, in addition to the general risks of equity securities, have geopolitical risk, financial transparency risk, currency risk, regulatory risk and liquidity risk. Mutual Fund Securities: Investing in mutual funds carries inherent risk. The major risks of investing in a mutual fund include the quality and experience of the portfolio management team and its ability to create fund value by investing in securities that have positive growth, the amount of individual company diversification, the type and amount of industry Page 16  Item 6: Portfolio Manager Selection and Evaluation diversification, and the type and amount of sector diversification within specific industries. In addition, mutual funds tend to be tax inefficient and therefore investors may pay capital gains taxes on fund investments while not having yet sold the fund. Exchange-Traded Funds (“ETFs”): ETFs are investment companies whose shares are bought and sold on a securities exchange. An ETF holds a portfolio of securities designed to track a particular market segment or index. Some examples of ETFs are SPDRs®, streetTRACKS®, DIAMONDSSM, NASDAQ 100 Index Tracking StockSM (“QQQs SM”) iShares® and VIPERs®. ETFs have embedded expenses that the client indirectly bears. Investing in ETFs involves risk. Specifically, ETFs, depending on the underlying portfolio and its size, can have wide price (bid and ask) spreads, thus diluting or negating any upward price movement of the ETF or enhancing any downward price movement. Also, ETFs require more frequent portfolio reporting by regulators and are thereby more susceptible to actions by hedge funds that could have a negative impact on the price of the ETF. Certain ETFs may employ leverage, which creates additional volatility and price risk depending on the amount of leverage utilized, the collateral and the liquidity of the supporting collateral. Further, the use of leverage (i.e., employing the use of margin) generally results in additional interest costs to the ETF. Certain ETFs are highly leveraged and therefore have additional volatility and liquidity risk. Volatility and liquidity can severely and negatively impact the price of the ETF’s underlying portfolio securities, thereby causing significant price fluctuations of the ETF. Fixed Income Securities: Fixed income securities carry additional risks than those of equity securities described above. These risks include the company’s ability to retire its debt at maturity, the current interest rate environment, the coupon interest rate promised to bondholders, legal constraints, jurisdictional risk (U.S or foreign) and currency risk. If bonds have maturities of ten years or greater, they will likely have greater price swings when interest rates move up or down. The shorter the maturity the less volatile the price swings. Foreign bonds have liquidity and currency risk. Corporate Debt Obligations: Corporate debt obligations include corporate bonds, debentures, notes, commercial paper and other similar corporate debt instruments. Companies use these instruments to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and must repay the amount borrowed at maturity. Commercial paper (short- term unsecured promissory notes) is issued by companies to finance their current obligations and normally has a maturity of less than nine months. In addition, the firm may also invest in corporate debt securities registered and sold in the United States by foreign issuers (Yankee bonds) and those sold outside the U.S. by foreign or U.S. issuers (Eurobonds). Fixed Equity Annuities: A fixed annuity is a contract between an insurance company and a customer, typically called the annuitant. The contract obligates the company to make a series of fixed annuity payments to the annuitant for the duration of the contract. The annuitant surrenders a lump sum of cash in exchange for monthly payments that are guaranteed by the insurance company. Please note the following risks: (i) Spending power risk. Social Security retirement benefits have cost-of-living adjustments. Most fixed annuities do not. Page 17  Item 6: Portfolio Manager Selection and Evaluation Consequently, the spending power provided by the monthly payment may decline significantly over the life of the annuity contract because of inflation, (ii) Death and survivorship risk. In a conventional fixed annuity, once the annuitant has turned over a lump sum premium to the insurance company, it will not be returned. The annuitant could die after receiving only a few monthly payments, but the insurance company may not be obligated to give the annuitant’s estate any of the money back. A related risk is based on the financial consequences for a surviving spouse. In a standard single-life annuity contract, a survivor receives nothing after the annuitant dies. That may put a severe dent in a spouse’s retirement income. To counteract this risk, consider a joint life annuity. (iii) Company failure risk. Private annuity contracts are not guaranteed by the FDIC, SIPC, or any other federal agency. If the insurance company that issues an annuity contract fails, no one in the federal government is obligated to protect the annuitant from financial loss. Most states have guaranty associations that provide a level of protection to citizens in that state if an insurance company also doing business in that state fails. A typical limit of state protection, if it applies at all, is $100,000. To control this risk, contact the state insurance commissioner to confirm that your state has a guaranty association and to learn the guarantee limits applicable to a fixed annuity contract. Based on that information, consider dividing fixed annuity contracts among multiple insurance companies to obtain the maximum possible protection. Also check the financial stability and credit ratings of the annuity insurance companies being considered. A.M. Best and Standard & Poor’s publish ratings information. Fixed Equity Indexed Annuities: An equity-indexed annuity is a type of fixed annuity that is distinguished by the interest yield return being partially based on an equities index, typically the S&P 500.The returns (in the form of interest credited to the contract) can consist of a guaranteed minimum interest rate and an interest rate linked to a market index. The guaranteed minimum interest rate usually ranges from 1 to 3 percent on at least 87.5 percent of the premium paid. As long as the company offering the annuity is fiscally sound enough to meet its obligations, you will be guaranteed to receive this return no matter how the market performs. Your index-linked returns will depend on how the index performs but, generally speaking, an investor with an indexed annuity will not see his or her rate of return fully match the positive rate of return of the index to which the annuity is linked, and could be significantly less. One major reason for this is that returns are subject to contractual limitations in the form of caps and participation rates. Participation rates are the percentage of an index's returns that are credited to the annuity. For instance, if your annuity has a participation rate of 75 percent, then your index-linked returns would only amount to 75 percent of the gains associated with the index. Interest caps, meanwhile, essentially mean that during big bull markets, investors won't see their returns go sky-high. For instance, if an index rises 12 percent, but an investor's annuity has a cap of 7 percent, his or her returns will be limited to 7 percent. Some indexed annuity contracts allow the issuer to change these fees, participation rates and caps from time to time. Investors should also be aware that trying to withdraw the principal amount from a fixed indexed annuity during a certain period — usually within the first 9 or 10 years after the annuity was purchased — can result in fees known as surrender charges, and could also trigger tax penalties. In fact, under some contracts if withdrawals are taken, Page 18  Item 6: Portfolio Manager Selection and Evaluation amounts already credited will be forfeited. After paying surrender charges an investor could lose money by surrendering their indexed annuity too soon. Variable Annuities: Variable Annuities are long-term financial products designed for retirement purposes. In essence, annuities are contractual agreements in which payment(s) are made to an insurance company, which agrees to pay out an income or a lump sum amount at a later date. There are contract limitations and fees and charges associated with annuities, administrative fees, and charges for optional benefits. They also may carry early withdrawal penalties and surrender charges, and carry additional risks such as the insurance carrier's ability to pay claims. Moreover, variable annuities carry investment risk similar to mutual funds. Investors should carefully review the terms of the variable annuity contract before investing. Real Estate Investment Trusts (“REITs”): A REIT is a tax designation for a corporate entity which pools capital of many investors to purchase and manage real estate. Many REITs invest in income-producing properties in the office, industrial, retail, and residential real estate sectors. REITs are granted special tax considerations, which can significantly reduce or eliminate corporate income taxes. In order to qualify as a REIT and for these special tax considerations, REITs are required by law to distribute 90% of their taxable income to investors. REITs can be traded on a public exchange like a stock, or be offered as a non-traded REIT. REITs, both public exchange-traded and non-traded, are subject to risks including volatile fluctuations in real estate prices, as well as fluctuations in the costs of operating or managing investment properties, which can be substantial. Many REITs obtain management and operational services from companies and service providers that are directly or indirectly related to the sponsor of the REIT, which presents a potential conflict of interest that can impact returns on investments. Non-traded REITs include: (i) A REIT that is registered with the Securities and Exchange Commission (SEC) but is not listed on an exchange or over-the-counter market (non-exchange traded REIT); or, (i) a REIT that is sold pursuant to an exemption to registration (Private REIT). Non-traded REITs are generally blind pool investment vehicles. Blind pools are limited partnerships that do not explicitly state their future investments prior to beginning their capital-raising phase. During this period of capital-raising, non-traded REITs often pay distributions to their investors. The risks of non-traded REITs are varied and significant. Because they are not exchange-traded investments, they often lack a developed secondary market, thus making them illiquid investments. As blind pool investment vehicles, non-traded REITs’ initial share prices are not related to the underlying value of the properties. This is because non-traded REITs begin and continue to purchase new properties as new capital is raised. Thus, one risk for non-traded REITs is the possibility that the blind pool will be unable to raise enough capital to carry out its investment plan. After the capital raising phase is complete, non-traded REIT shares are infrequently re-valued and thus may not reflect the true net asset value of the underlying real estate investments. Non-traded REITs often offer investors a redemption program where the shares can be sold back to the sponsor; however, those redemption programs are often subject to restrictions and may be suspended at the sponsor’s discretion. While non-traded REITs may pay distributions to investors at a stated target rate during the capital-raising Page 19  Item 6: Portfolio Manager Selection and Evaluation phases, the funds used to pay such distributions may be obtained from sources other than cash flow from operations, and such financing can increase operating costs. With respect to publicly traded REITs, publicly traded REITs may be subject to additional risks and price fluctuations in the public market due to investors’ expectations of the individual REIT, the real estate market generally, specific sectors, the current yield on such REIT, and the current liquidity available in public market. Although publicly traded REITs offer investors liquidity, there can be constraints based upon current supply and demand. An investor when liquidating may receive less than the intrinsic value of the REIT. Proxy Voting The firm does not take discretion with respect to voting proxies on behalf of its clients. All proxy material will be forwarded to the client by the client’s custodian for the client’s review and action. Clients may contact the firm with questions regarding proxies they have received. The firm will endeavor to make recommendations to clients on voting proxies regarding shareholder vote, consent, election or similar actions solicited by, or with respect to, issuers of securities beneficially held as part of the firm supervised and/or managed assets. In no event will the firm take discretion with respect to voting proxies on behalf of its clients. Except as required by applicable law, the firm will not be obligated to render advice or take any action on behalf of clients with respect to assets presently or formerly held in their accounts that become the subject of any legal proceedings, including bankruptcies. From time to time, securities held in the accounts of clients will be the subject of class action lawsuits. The firm has no obligation to determine if securities held by the client are subject to a pending or resolved class action lawsuit. The firm also has no duty to evaluate a client’s eligibility or to submit a claim to participate in the proceeds of a securities class action settlement or verdict. Furthermore, the firm has no obligation or responsibility to initiate litigation to recover damages on behalf of clients who may have been injured as a result of actions, misconduct, or negligence by corporate management of issuers whose securities are held by clients. Where the firm receives written or electronic notice of a class action lawsuit, settlement, or verdict affecting securities owned by a client, it will forward all notices, proof of claim forms, and other materials to the client. Electronic mail is acceptable where appropriate and where the client has authorized contact in this manner. Page 20  Item 7: Client Information Provided to Portfolio Managers Item 7: Client Information Provided to Portfolio Managers The firm is the sole portfolio manager in the TDG Wrap Fee Program and does not share any personal information it collects from its clients other than as required by law or regulatory mandate. The firm may collect the following information in order to formulate its investment recommendations to clients: ▪ Income ▪ Employment and residential information ▪ Social security number ▪ Cash balance ▪ Security balances ▪ Transaction detail history ▪ Investment objectives, goals, and risk tolerance ▪ Sources of wealth and/or deposits ▪ Risk assessment ▪ Investment time horizon ▪ Income and liquidity needs ▪ Asset allocation ▪ Restrictions on management of accounts ▪ Client interview(s) ▪ Review of client’s current portfolio ▪ Analysis of historical risk/return characteristics of various asset classes ▪ Analysis of the long-term outlook for global financial markets ▪ Analysis of the long-term global economic and political environments Page 21  Item 8: Client Contact with Portfolio Managers Item 8: Client Contact with Portfolio Managers The firm encourages communication with its clients and does not limit or condition the amount of time clients can spend with the firm’s advisory professionals. Page 22  Item 9: Additional Information Item 9: Additional Information A. Disciplinary Information Criminal or Civil Actions There is nothing to report for this item. Administrative Enforcement Proceedings There is nothing to report for this item. Self-Regulatory Organization Enforcement Proceedings There is nothing to report for this item. B. Other Financial Activities and Affiliations Broker-Dealer or Representative Registration Neither the firm nor its affiliates are registered broker-dealers and do not have an application to register pending. Futures or Commodity Registration Neither the firm nor its affiliates are registered as a commodity firm, futures commission merchant, commodity pool operator or commodity trading advisor and do not have an application to register pending. Material Relationships Maintained by this Advisory Business and Conflicts of Interest Licensed Insurance Agents Certain managers, members, and registered employees of TDG are licensed insurance agents and may recommend insurance products offered by such carriers for whom they function as an agent. TDG receives commission-based compensation for the sale of insurance products. Please be advised there is a conflict of interest in that there is an economic incentive to recommend insurance and other products of such carriers. Please also be advised that TDG strives to put its clients’ interests first and foremost, and clients may utilize any insurance carrier or insurance agency they desire. Recommendation or Selection of Other Investment Advisors and Conflicts of Interest The firm does not recommend separate account managers or other investment products in which it receives any form of compensation from the separate account manager or investment product sponsor. Page 23  Item 9: Additional Information C. Code of Ethics, Participation or Interest in Client Transactions, and Personal Trading Code of Ethics Description In accordance with the Advisers Act, the firm has adopted policies and procedures designed to detect and prevent insider trading. In addition, the firm has adopted a Code of Ethics (the “Code”). Among other things, the Code includes written procedures governing the conduct of the firm's advisory and access persons. The Code also imposes certain reporting obligations on persons subject to the Code. The Code and applicable securities transactions are monitored by the chief compliance officer of the firm. The firm will send clients a copy of its Code of Ethics upon written request. The firm has policies and procedures in place to ensure that the interests of its clients are given preference over those of the firm, its affiliates and its employees. For example, there are policies in place to prevent the misappropriation of material non-public information, and such other policies and procedures reasonably designed to comply with federal and state securities laws. Investment Recommendations Involving a Material Financial Interest and Conflicts of Interest The firm does not engage in principal trading (i.e., the practice of selling stock to advisory clients from a firm’s inventory or buying stocks from advisory clients into a firm’s inventory). In addition, the firm does not recommend any securities to advisory clients in which it has some proprietary or ownership interest. Advisory Firm Purchase or Sale of Same Securities Recommended to Clients and Conflicts of Interest The firm, its affiliates, employees and their families, trusts, estates, charitable organizations and retirement plans established by it may purchase or sell the same securities as are purchased or sold for clients in accordance with its Code of Ethics policies and procedures. The personal securities transactions by advisory representatives and employees may raise potential conflicts of interest when they trade in a security that is: ▪ owned by the client, or ▪ considered for purchase or sale for the client. Such conflict generally refers to the practice of front-running (trading ahead of the client), which the firm specifically prohibits. The firm has adopted policies and procedures that are intended to address these conflicts of interest. These policies and procedures: ▪ require our advisory representatives and employees to act in the client’s best interest, ▪ prohibit front-running, and ▪ provide for the review of transactions to discover and correct any trades that result in an advisory representative or employee benefiting at the expense of a client. Page 24  Item 9: Additional Information Advisory representatives and employees must follow the firm’s procedures when purchasing or selling the same securities purchased or sold for the client. Client Securities Recommendations or Trades and Concurrent Advisory Firm Securities Transactions and Conflicts of Interest The firm, its affiliates, employees and their families, trusts, estates, charitable organizations, and retirement plans established by it may effect securities transactions for their own accounts that differ from those recommended or effected for other the firm clients. The firm will make a reasonable attempt to trade securities in client accounts at or prior to trading the securities in its affiliate, corporate, employee or employee-related accounts. Trades executed the same day will likely be subject to an average pricing calculation. It is the policy of the firm to place the clients’ interests above those of the firm and its employees. D. Review of Accounts Schedule for Periodic Review of Client Accounts or Financial Plans and Advisory Persons Involved Accounts are reviewed by the investment adviser representative servicing the client’s account. The frequency of reviews is determined based on the client’s investment objectives, but reviews are conducted no less frequently than annually. More frequent reviews may also be triggered by a change in the client’s investment objectives, tax considerations, large deposits or withdrawals, large purchases or sales, loss of confidence in the underlying investment, or changes in macro- economic climate. Review of Client Accounts on Non-Periodic Basis The firm may perform ad hoc reviews on an as-needed basis if there have been material changes in the client’s investment objectives or risk tolerance, or a material change in how the firm formulates investment advice. Content of Client-Provided Reports and Frequency The client’s independent qualified custodian provides account statements directly to the client no less frequently than quarterly. The custodian’s statement is the official record of the client’s securities account and supersedes any statements or reports created on behalf of the client by TDG. E. Economic Benefits Provided to the Advisory Firm from External Sources and Conflicts of Interest TDG receives an economic benefit from custodians in the form of the support products and services they make available to us. These products and services, how they benefit us, and the related conflicts of interest are described in the TDG Part 2A Brochure under Item 12: Brokerage Page 25  Item 9: Additional Information Practices. The availability to us of custodians’ products and services is not based on us giving particular investment advice, such as buying particular securities for our clients. Advisory Firm Payments for Client Referrals TDG provides referral compensation to employees of the firm for the establishment of new client relationships. Employees who refer clients to us must comply with the requirements of the jurisdictions where they operate. The compensation is based on a percentage of the anticipated first-year revenue, paid in a lump sum upon transfer of the investment accounts. You will not be charged additional fees based on this compensation arrangement. Incentive-based compensation is contingent upon you entering into an advisory agreement with us. Therefore, the individual has a financial incentive to recommend us to you for advisory services. This creates a conflict of interest; however, you are not obligated to retain us for advisory services. Comparable services and/or lower fees may be available through other firms. F. Financial Information Balance Sheet TDG does not require the prepayment of fees of $1,200 or more, six months or more in advance, and as such is not required to file a balance sheet. Financial Conditions Reasonably Likely to Impair Advisory Firm’s Ability to Meet Commitments to Clients The firm does not have any financial issues that would impair its ability to provide services to clients. Bankruptcy Petitions During the Past Ten Years There is nothing to report for this item. Page 26