TORREY GROWTH & INCOME ADVISORS, LLC

ITEM 1 - COVER PAGE Torrey Growth & Income Advisors, LLC CRD#139940 Form ADV, Part 2A Brochure 1233 Camino Del Mar Del Mar, CA 92014 600 Massachusetts Avenue NW, Suite 250 Washington, DC, 20001 Telephone: (760) 274-2744 www.torreygrowth.com Revised August 8, 2025 This Part 2A of Form ADV (the "Brochure") provides information about the qualifications and business practices of Torrey Growth & Income Advisors, LLC. If you have any questions about the contents of this brochure, please contact Zealan Hoover at (760) 274-2744 or zealan@torreygrowth.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC) or by any state securities authority. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Torrey Growth & Income Advisors and its investment adviser representatives is also available on the SEC's website at www.adviserinfo.sec.gov.  ITEM 2 - MATERIAL CHANGES The purpose of this page is to inform you of any material changes to our brochure. If you are receiving this brochure for the first time, this section may not be relevant to you. Torrey Growth & Income Advisors, LLC (“TGIA”) reviews and updates our brochure at least annually to make sure that it remains current. We performed an overhaul of our ADV 2A brochure with material and non-material revisions made to Items 4 through 8 and 10 through 17 since the annual update to our brochure, dated February 11, 2025. Due to the number of changes that we have deemed material, we are providing a complete copy of our amended brochure to all existing clients. Please see the corresponding sections in the document below for complete information regarding all changes and contact Zealan Hoover at (760) 274-2744 or zealan@torreygrowth.com with any questions. 2  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 .............................................................................................................5 Description of Advisory Firm .................................................................................................................... 5 Advisory Services Offered ......................................................................................................................... 6 Tailored Services and Client Imposed Restrictions ................................................................................... 8 Wrap Fee Programs .................................................................................................................................. 8 Rollover Recommendations ..................................................................................................................... 8 Assets Under Management ...................................................................................................................... 9 ITEM 5 - FEES AND COMPENSATION ...................................................................................................9 Fee Schedule ............................................................................................................................................. 9 Billing Method ........................................................................................................................................ 10 Other Fees and Expenses ........................................................................................................................ 10 Termination ............................................................................................................................................ 11 ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ........................................... 11 ITEM 7 - TYPES OF CLIENTS ............................................................................................................... 11 ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ................................ 12 Methods of Analysis and Investment Strategies .................................................................................... 12 Investing Involves Risk ............................................................................................................................ 15 Specific Security Risks ............................................................................................................................. 16 Other Risks .............................................................................................................................................. 22 ITEM 9 - DISCIPLINARY INFORMATION .............................................................................................. 22 ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS .............................................. 22 Agent of Unaffiliated Real Estate Broker ................................................................................................ 22 Unaffiliated Law Practice ........................................................................................................................ 23 ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ......................................................................................................................................... 23 Code of Ethics ......................................................................................................................................... 23 ITEM 12 - BROKERAGE PRACTICES .................................................................................................... 24 The Custodian/Broker We Use ............................................................................................................... 24 Directed Brokerage ................................................................................................................................. 26 Aggregation and Allocation of Transactions ........................................................................................... 26 3  ITEM 13 - REVIEW OF ACCOUNTS...................................................................................................... 27 Managed Account Reviews .................................................................................................................... 27 Account Reporting .................................................................................................................................. 27 ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION ............................................................... 28 Schwab Support Products and Services.................................................................................................. 28 Client Referral Fees ................................................................................................................................. 28 Outside Referrals .................................................................................................................................... 28 ITEM 15 - CUSTODY .......................................................................................................................... 29 ITEM 16 - INVESTMENT DISCRETION ................................................................................................. 29 ITEM 17 - VOTING CLIENT SECURITIES ............................................................................................... 30 Proxy Voting............................................................................................................................................ 30 Class Actions ........................................................................................................................................... 30 ITEM 18 - FINANCIAL INFORMATION ................................................................................................ 30 Form ADV, Part 2B Brochure Supplements .......................................................................................... i Item 1 - Cover Page.................................................................................................................................... i George Hoover Jr. .............................................................................................................................. ii Item 2 - Educational Background and Business Experience ..................................................................... ii Item 3 - Disciplinary Information .............................................................................................................. ii Item 4 - Other Business Activities ............................................................................................................. ii Item 5 - Additional Compensation ............................................................................................................ ii Item 6 - Supervision .................................................................................................................................. ii Kian Hoover ...................................................................................................................................... iii Item 2 - Educational Background and Business Experience .................................................................... iii Item 3 - Disciplinary Information ............................................................................................................. iii Item 4 - Other Business Activities ............................................................................................................ iii Item 5 - Additional Compensation ........................................................................................................... iii Item 6 - Supervision ................................................................................................................................. iii Zealan Hoover .................................................................................................................................. iv Item 2 - Educational Background and Business Experience .................................................................... iv Item 3 - Disciplinary Information ............................................................................................................. iv Item 4 - Other Business Activities ............................................................................................................ iv Item 5 - Additional Compensation ........................................................................................................... iv Item 6 - Supervision ................................................................................................................................. iv Privacy Information .......................................................................................................................... A 4  ITEM 4 - ADVISORY BUSINESS Description of Advisory Firm Torrey Growth & Income Advisors, LLC (“TGIA,” “we,” “our,” or “us”) is a privately-owned limited liability company headquartered in Del Mar, CA. This firm has been in business since 2006 and is owned by George R. Hoover Jr. Fiduciary Duty Registered investment advisers are considered fiduciaries under federal law. Our fiduciary duty carries with it an obligation to act in the best interest of our clients pursuant to a relationship of trust and confidence. It encompasses a duty of care and a duty of loyalty. Duty of Care The duty of care includes, among other things: 1. the duty to provide advice that is in the best interest of the client; 2. the duty to seek best execution of a client’s transactions where the adviser has the responsibility to select broker-dealers to execute client trades; and 3. the duty to provide advice and monitoring over the course of the relationship. The duty to provide advice suitable to each client based on a reasonable understanding of the client’s objectives is a critical component of the duty of care. Providing suitable advice includes making a reasonable inquiry into the client’s financial situation, investment experience, and financial goals and then updating this information as necessary throughout the course of the relationship to reflect the client’s changing objectives over time and adjusting the advice we provide to reflect any changed circumstances. When TGIA has the responsibility to select broker-dealers to execute client trades in discretionary accounts, we seek to trade such that the client’s total cost or proceeds in each transaction are the most favorable under the circumstances. In doing so, we consider the full range and quality of a broker’s services and so the determinative factor is not necessarily the lowest possible commission cost but whether the transaction represents the best qualitative execution. Moreover, we periodically and systematically evaluate the execution we receive on behalf of our clients. Our duty of care includes an obligation to provide advice and monitoring at a frequency that is in the best interest of the client, taking into account the scope of the agreed relationship. This scope is indicated by the duration and nature of the services as outlined in each client’s advisory arrangement and extends to all personalized advice provided to clients. Duty of Loyalty TGIA adheres to a duty of loyalty where we seek to serve the best interests of our clients and never subordinate the interests of our clients to our own. Simply put, TGIA cannot place its own interests ahead of the interests of our clients. In observance of this duty, we must make full and fair disclosure to clients of all material facts relating to the advisory relationship. Further, we also seek to eliminate or at 5  least expose through full and fair disclosure all conflicts of interest which might incline TGIA, consciously or unconsciously, to render advice that is not disinterested. We believe that in order for disclosure to be full and fair, it should be sufficiently specific so that each client is able to understand the material fact or conflict of interest and make an informed decision whether to provide consent. Consequently, we provide this ADV 2A brochure to all prospective clients at or before entering into a contract so that they can use the information within to decide whether or not to enter into an advisory relationship. Advisory Services Offered Investment Management Services TGIA provides continuous and regular investment supervisory services on a discretionary basis. George Hoover Jr., Kian Hoover, and Zealan Hoover work with clients and have the ongoing responsibility to select investments, based upon the objectives of the client, as to specific securities or other investments that they purchase or sell in client portfolios. TGIA employs a consultative process to identify a client’s financial circumstances and goals. TGIA will consult with clients to help them determine an appropriate level of portfolio risk based on their needs, investment goals, and willingness and ability to accept market risk. After considering these factors and general suitability information provided by the client, TGIA will invest the client’s account(s) on a fully discretionary basis, limited only by the client’s individual needs and any restrictions imposed on the account. Depending on the strategy selected, TGIA will primarily utilize the following investment types when making investment purchases in client accounts: 1. Equity securities including stocks and foreign securities listed on US exchanges (ADRs) 2. Exchange traded funds (ETFs) 3. Fixed income securities (typically U.S. government treasuries) 4. Options contracts on securities 5. Securities with equity and debt characteristics including preferred stocks 6. Money market funds, cash equivalents and cash Additionally, TGIA’s investment selections depending on the individual investment objectives and needs of the client may include: 1. Open-end and closed-end mutual funds 2. Publicly traded real estate investment trusts (REITs) TGIA may also occasionally utilize additional types of investments if they are appropriate to address the individual needs, goals, and objectives of the client or in response to client inquiry. TGIA may offer investment advice on any investment held by the client at the start of the advisory relationship. We describe the material investment risks for many of the securities that we utilize under the heading Specific Security Risks in Item 8 below. We discuss our discretionary authority below under Item 16 - Investment Discretion. For more information about the restrictions clients can put on their accounts, see Tailored Services and Client Imposed Restrictions in this item below. We describe the fees charged for investment management services below under Item 5 - Fees and Compensation. 6  Financial Planning TGIA offers financial-planning and advisory services that integrate cash-flow modeling, investment analysis, and scenario testing through RightCapital®, our primary planning platform. Engagements may be comprehensive or modular, depending on a client’s objectives and complexity. Information we gather. Prior to rendering advice we request relevant financial and personal information, which can include (as applicable) tax returns, balance-sheet and cash-flow data, investment statements, retirement-plan documents, insurance policies, estate-planning instruments, business agreements, and any other materials that inform the client’s financial picture and goals. Clients attest that the information provided is accurate and agree to notify TGIA promptly of any material changes. Plan development. Using the data above, TGIA constructs a customized plan in RightCapital to illustrate potential portfolio outcomes under a range of potential macroeconomic scenarios, facilitate discussion regarding trade-offs in important financial decisions, and recommend actionable steps aligned with the client’s stated priorities and risk tolerance. Plans are delivered in writing (typically via a secure RightCapital client portal) and reviewed with the client in person or virtually. Areas of advice may include: Investment allocation and portfolio design • Retirement accumulation and distribution strategies • • Estate and gift planning • Income-tax analysis • Equity-compensation analysis • Risk management and insurance review • Family budgeting, cash-flow, and liquidity planning • Education funding • Debt management strategy • Employee-benefit and retirement-plan elections • Specialized planning (e.g., marital, cross-border, or philanthropic) as agreed upon. Implementation. TGIA provides recommendations; clients are under no obligation to implement them through TGIA and are free to accept, reject, or implement recommendations with the custodian, broker, or product provider of their choice. When requested, TGIA will coordinate with the client’s attorney, CPA, insurance agent, or other professionals to help ensure consistency across disciplines, but TGIA does not render legal or accounting advice and encourages clients to rely on appropriately licensed professionals for such services. TGIA does not provide legal or accounting services and does not prepare legal documents or tax returns. The fees TGIA charges non-investment management clients for financial planning services are described below under Item 5 - Fees and Compensation. Limitations on Investments All clients establish brokerage accounts with Schwab Advisor Services™, a division of Charles Schwab & Co., Inc. (“Schwab”), registered broker-dealer, Member SIPC. TGIA is limited to the mutual funds available through Schwab. 7  Tailored Services and Client Imposed Restrictions TGIA manages client accounts, as discussed below under Item 8 - Methods of Analysis, Investment Strategies, and Risk of Loss, based on the client’s individual circumstances and financial situation. We make investment decisions for clients based on information the client supplies about their financial situation, goals, and risk tolerance. Our investment selections may not be suitable if the client does not provide us with accurate and complete information. It is the client’s responsibility to keep TGIA informed of any changes to their investment objectives or restrictions. Clients may also request their accounts to be margined and/or to place restrictions on the account such as when a client needs to keep a minimum level of cash in the account or does not want TGIA to buy or sell certain specific securities or security types in the account. TGIA reserves the right not to accept and/or terminate management of a client’s account if we feel that the client-imposed restrictions would limit or prevent us from meeting or maintaining the client’s investment strategy. Wrap Fee Programs On a legacy basis only (TGIA no longer offers its wrap fee program to new client relationships), we provide advisory services through a gross fee (wrap) arrangement where the client pays us a single bundled fee instead of paying separately for TGIA’s advisory services and Schwab’s commissions on transactions, custodian fees, and other transaction-related fees. In wrap fee programs, the gross fee arrangement typically costs the client more or less than paying for such services separately depending on the trading activity in the account. However, we use the same negotiable fee schedule for our legacy wrap clients as we do for new client relationships, which results in non-legacy accounts paying a slightly higher overall fee when Schwab’s fees are factored in. TGIA chooses investments and manages the accounts of clients in the wrap fee program the same way we manage other client accounts with similar objectives. Rollover Recommendations Effective December 20, 2021 (or such later date as the US Department of Labor ("DOL") Field Assistance Bulletin 2018-02 ceases to be in effect), for purposes of complying with the DOL's Prohibited Transaction Exemption 2020-02 ("PTE 2020-02") where applicable, we are providing the following acknowledgment to you. When we provide investment advice to you regarding your retirement plan account or individual retirement account, we are fiduciaries within the meaning of Title I of the Employee Retirement Income Security Act and/or the Internal Revenue Code, as applicable, which are laws governing retirement accounts. The way we make money creates some conflicts with your interests, so we operate under a special rule that requires us to act in your best interest and not put our interest ahead of yours. Under this special rule's provisions, we must: • Meet a professional standard of care when making investment recommendations (give prudent advice); • Never put our financial interests ahead of yours when making recommendations (give loyal advice); • Avoid misleading statements about conflicts of interest, fees, and investments; 8  • Follow policies and procedures designed to ensure that we give advice that is in your best interest; • Charge no more than is reasonable for our services; and • Give you basic information about conflicts of interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. We benefit financially from the rollover of your assets from a retirement account to an account that we manage or provide investment advice, because the assets increase our assets under management and, in turn, our advisory fees. As a fiduciary, we only recommend a rollover when we believe it is in your best interest. Assets Under Management TGIA manages client assets in discretionary accounts on a continuous and regular basis. As of February 5, 2025, the total amount of assets under our management was $322,165,732. ITEM 5 - FEES AND COMPENSATION Fee Schedule Investment Management Services TGIA charges advisory fees for investment management services in accordance with each client’s advisory agreement. Fees are based on a percentage of the client’s total assets under management per the following blended tiered fee schedule: Assets Under Management Up to $1,000,000 next $4,000,000 next $5,000,000 above $10,000,000 Equity Annual Fee 1.100% 0.850% 0.675% 0.500% Fixed-Income Annual Fee 0.450% 0.400% 0.350% 0.275% TGIA aggregates related account balances of clients within the same household for purposes of achieving the advisory fee breakpoints listed above. Some accounts are under different fee schedules honoring prior agreements. Fee rates are negotiable based on a number of factors which include, but are not limited to “grandfathered” accounts, account size, related accounts, and other structures that we may consider in special situations. We also manage some employee and related accounts at a reduced charge. Cash balances and balances subject to currently outstanding margin loans are not included for fee calculation purposes. 9  Financial Planning We charge $250 per hour for financial planning services with a $1,500 minimum fee for all plans; however, some or all of the fees may be waived for clients that engage us for investment management services or as part of our marketing and business development efforts. The total fees will be based on an estimate of the overall hours needed to complete the plan according to the nature and complexity of the plan, report, or analysis and both parties will agree to our fees in advance of TGIA providing any services. Billing Method Investment Management Services TGIA’s advisory fees are payable quarterly in advance at the beginning of each calendar quarter. We charge one fourth of the annual fee each quarter based on the market value of the client’s portfolio as of the last business day of the prior calendar quarter. The formula used for the calculation is as follows: (Annual Rate) x (Total Assets Under Management at Quarter-End) / 4. For new client accounts, the first payment is a pro-rata calculation that takes into consideration the number of days remaining in the quarter and the initial value of the portfolio on the day account management begins. We consider account management to begin when TGIA conducts the first transaction in the account or the beginning of the following calendar month, whichever is sooner. TGIA reserves the right to waive fees until the first full quarter and may do so if an account is opened close to the end of a quarter. The formula used to calculate the initial advisory fee would be as follows: (Result of Quarterly Calculation) x (Days Remaining in Quarter) / (Total Number of Days in Quarter). For advisory fee calculation purposes, a calendar quarter is a period beginning on January 1, April 1, July 1, or October 1 and ending on the day before the next quarter. A day is any calendar day including weekends and holidays. With client authorization, TGIA will automatically withdraw TGIA’s advisory fee from the client’s account held by an independent custodian. TGIA reviews the accounts each quarter and uses its discretion to ensure there is sufficient cash available for the fee to be withdrawn. Typically, the custodian withdraws advisory fees from the client’s account during the first month of each quarter based on TGIA’s instruction. All clients will receive brokerage statements from the custodian no less frequently than quarterly. The custodian statement will show the deduction of the advisory fee. It is the client’s responsibility to verify the accuracy of the fee calculation. The custodian will not determine whether the fee is properly calculated. For those clients who choose not to have advisory fees withdrawn directly from their custodian account, our invoice is payable upon receipt. Financial Planning Financial Plan fees are due upon completion of the plan unless otherwise negotiated or waived. Other Fees and Expenses With the exception of legacy wrap fee arrangements, as described in Item 4 – Advisory Business above, TGIA’s fees do not include custodian fees. Clients pay all brokerage commissions, bond broker fees, stock transfer fees, margin charges, foreign exchange, and settlement fees, and/or other charges 10  incurred in connection with transactions in accounts, from the assets in the account. These charges are in addition to the fees client pays to TGIA. See Item 12 - Brokerage Practices below for more information. In addition, any fund shares held in a client’s account are subject to fund-related expenses and, if applicable for mutual funds, 12b-1 fees and/or early redemption fees. Each fund’s prospectus fully describes the fees and expenses. All fees paid to TGIA for investment management services are separate and distinct from the fees and expenses charged by mutual funds and ETFs. These funds pay internal advisory fees to their managers, which are indirectly charged to all holders of the fund shares. Termination Investment Management Services and Retirement Plan Services Either party may terminate the agreement upon written notice to the other party. TGIA will refund any prepaid, unearned advisory fees based on the effective date of termination, using the following formula: (Fees Paid) x (Days Remaining in Quarter)/(Total Number of Days in Quarter). Terminations will not affect liabilities or obligations from transactions initiated in client accounts prior to termination. In the event the client terminates the investment advisory agreement, TGIA will not liquidate any securities in the account unless instructed by the client to do so. In the event of client’s death or disability, TGIA will continue management of the account until we are notified of client’s death or disability and given alternative instructions by an authorized party. Our ongoing management and/or ability to effect transactions in a client’s account(s) may be limited by restrictions placed on accounts by the client’s broker/custodian. Financial Planning For clients exclusively utilizing TGIA for financial planning, TGIA considers the planning phase of our services to be complete, and the agreement terminated upon delivery of a financial planning project. In the event that either the client or TGIA wishes to terminate the financial planning agreement before completion of the plan, either party may terminate the agreement at any time by providing written notice to the other party. Upon notice of termination, TGIA will provide the client with any work product that has been developed up to the point of termination and an invoice for services provided through the date of termination. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT TGIA does not charge performance-based fees or other fees based on a share of capital gains or on capital appreciation of the assets of a client. ITEM 7 - TYPES OF CLIENTS TGIA provides advisory services to individuals, high net worth individuals, trusts and estates, charitable organizations, and businesses. The minimum portfolio size for ongoing management is $1,000,000, which may be reduced or waived at our discretion. 11  ITEM 8 - METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Methods of Analysis and Investment Strategies TGIA conducts investment management services by providing continuous management of a client’s portfolio based on the individual needs of the client determined through personal discussions in which goals, objectives, and risk tolerance are established. In general, portfolios are customized to meet the investment needs of each client, and accounts with the same investment objectives are generally managed in a similar manner. A review of worldwide economic and monetary cycles with emphasis on domestic and worldwide commodity, currency, and interest rate fluctuations governs TGIA’s asset allocation process in client accounts. We regularly and continuously monitor significant economic data points to assist us in making investment decisions. We construct portfolios based on perceived present and future macro-economic and monetary cycles. We believe that individual equities best reflect market cycles and typically use them in an asset allocation model for each investment strategy we offer. Additional Information TGIA may take positions for certain clients’ accounts that are different than the positions it takes for other clients’ accounts based on differing investment strategies and restrictions that may be imposed by individual clients, the age of the account owner, the commencement of the timing of the account, the size of the account as well as other factors that may distinguish accounts. Methods of Analysis for Selecting Securities TGIA typically uses fundamental and/or technical analysis in the selection of individual equity securities. Additionally, TGIA may use specific strategies or resources in the method of analysis and selection of fixed income securities. Fundamental Analysis Fundamental analysis supports long-term investment decisions by identifying securities that we believe to have underlying value. It is commonly used by value investors (e.g., Warren Buffett) to buy stocks trading below their estimated intrinsic value. Fundamental analysis may involve analysis that includes but is not limited to corporate financial statements, management presentations, qualitative factors, industry and sector reviews, specialized research publications, and other general news sources. Technical Analysis Technical analysis is a methodology for finding insights into the direction of prices through the study of past market data, primarily price and volume. Technical analysts believe past trading activity and price changes of a security can be valuable indicators of the security’s future price movements. The effectiveness of technical analysis depends upon the accurate forecasting of major price moves or trends in the securities traded by TGIA. However, there is no assurance of accurate forecasts or that trends will develop in the markets we follow. In the past, there have been periods without discernible 12  trends and similar periods will presumably occur in the future. Even where major trends develop, outside factors like government intervention could potentially shorten them. Furthermore, one limitation of technical analysis is that it requires price movement data, which can translate into price trends sufficient to dictate a market entry or exit decision. In a trendless or erratic market, a technical method may fail to identify trends requiring action. In addition, technical methods may overreact to minor price movements, establishing positions contrary to overall price trends, which may result in losses. Finally, a technical trading method may underperform other trading methods when fundamental factors dominate price moves within a given market. The calculations that underlie TGIA’s system, methods, and strategies involve many variables, including determinants from information generated by computers and/or charts. The use of a computer in collating information or in developing and operating a trading method does not assure the success of the method because a computer is merely an aid in compiling and organizing trade information. Accordingly, no assurance is given that the decisions based on computer-generated information will produce profits for a client’s account. Specific Investment Strategies for Managing Portfolios TGIA may use tactical asset allocation, cash as a strategic asset, long-term holding, short-term trading, options (covered call and box spread strategies), defensive, and margin strategies in the construction and management of client portfolios. There is no guarantee that any of the strategies we utilize will be successful, and we make no promises or warranties as to the accuracy of our market analysis. Tactical Asset Allocation TGIA may use a tactical asset allocation strategy in the shorter term to deviate from a client’s long-term strategic asset allocation target in an effort to take advantage of what we perceive as market pricing anomalies or strong market sectors or to avoid perceived weak sectors. Once TGIA achieves the desired short-term opportunities or perceives that opportunities have passed, we generally return a client’s portfolio to the original strategic asset mix. Cash as a Strategic Asset TGIA may use cash as a strategic asset and may at times move or keep client’s assets in cash or cash equivalents. While high cash levels can help protect a client’s assets during periods of market decline, there is a risk that our timing in moving to cash is less than optimal upon either exit or reentry into the market, potentially resulting in missed opportunities during positive market moves. Long-term Holding/Short-term Trading TGIA does not generally purchase securities for clients with the intent to sell the securities within 30 days of purchase. However, there may be times when TGIA will sell a security for a client when the client has held the position for less than 30 days. General Option Strategies When we deem it suitable for the client, TGIA utilizes option strategies as investment strategies in client accounts. Clients should read the option disclosure document, “Characteristics and Risks of Standardized 13  Options,” which can be obtained from any exchange on which options are traded, by calling 1-888- OPTIONS, or by contacting TGIA. Covered Call Strategy A covered call is an option strategy whereby the investor holds a position in a stock and writes (sells) call options on that same stock in an attempt to generate increased income from the stock. TGIA may employ covered calls when we have a short-term neutral view on the stock, and for this reason hold the stock long, and simultaneously hold a short position via the option to generate income from the option premium. TGIA may use this investment strategy in an attempt to hedge risk and increase return by the sale of covered calls against the positions in the account. Box Spreads A box spread is a strategy whereby the investor buys and sells four related options to generate a fixed amount of money at expiration that serves as a synthetic loan. We may find accounts borrowing on margin through Schwab would benefit from selling box spreads. Margin is used in many ways, such as maintaining equity positions with significant capital gains while still enabling the withdrawal of funds. Box spreads are an option strategy to reduce the effective interest rate for borrowers if the prevailing margin interest rates available from Schwab are higher that what could otherwise be obtained by selling a box spread. As an options strategy, box spreads are subject to reserve requirements set by Schwab. The structure and suitability of this strategy must be made using a holistic approach and on a case-by- case basis for each client given their specific circumstances. Cash Secured Puts A cash-secured put is an options strategy where TGIA sells (writes) put options on a stock while holding enough cash (or cash equivalents) in the account to cover the purchase if the stock is assigned, with the goal of generating income from the option premium and potentially acquiring the stock at a lower effective price. TGIA may use CSPs when we are neutral to moderately bullish on a stock and are willing to buy it at a specific lower price or in an effort to generate additional premium when entering a stock position. Additional Option Strategies Under certain circumstances, TGIA may use other option strategies based on: 1. The investment objectives and risk tolerance of the client; 2. Disclosures to and discussions with the client; and 3. As specifically agreed upon with the client. We describe the risks of options trading further under Specific Security Risks in this section, below. Defensive Strategies If TGIA anticipates poor near-term prospects for equity markets, we may adopt a defensive strategy for clients’ accounts by investing substantially in fixed income securities and/or money market instruments, by purchasing put options on indexes, securities or index funds, index options or index funds, and/or via other derivative hedging techniques. There can be no guarantee that the use of derivatives and other defensive techniques would be successful in avoiding losses. In addition, we would use these defensive strategies for a client’s account only to the extent not prohibited by the governing management agreement and applicable law. 14  TGIA will not rebalance accounts to any specific target allocation. Actual allocation will vary over time in accounts. At any time, client accounts may hold significant levels of cash and/or cash equivalents. Account allocations are likely to vary significantly compared to the overall equity markets as well as compared to any particular benchmark. Margin Some clients of TGIA maintain margin accounts. Accordingly, we may use margin transactions to implement investment advice given to these clients. Clients are responsible for any brokerage or margin charges in addition to advisory fees. Risks of using margin include “margin calls” (also called "fed calls" or "maintenance calls"). Margin calls occur when account values decrease below minimum maintenance margin levels established by the broker-dealer that holds the securities in the client’s account, requiring the investor to deposit additional money or securities into their margin account. While the use of margin borrowing can increase returns, it can also magnify losses. Concentrated Portfolios In rare circumstances and in close consultation with the client, TGIA manages some client accounts by investing in a limited number of securities and/or sectors. Clients should consider that the risk of a very concentrated portfolio with limited diversification may increase the possibility of substantial losses in the account. Additional risks include depreciation of the portfolio caused by outside events/factors, underperformance of the concentrated stock or sector, and/or deteriorating economic or market circumstances domestically and/or internationally. Investing Involves Risk Prior to entering into an agreement with TGIA, the client should carefully consider: 1. That investing in securities involves risk of loss which clients should be prepared to bear; 2. That securities markets experience varying degrees of volatility; 3. That over time the client’s assets may fluctuate and at any time be worth more or less than the amount invested; and 4. That clients should only commit assets that they feel are available for investment on a long-term basis. General Risks of Owning Securities The prices of securities held in client accounts and the income they generate may decline in response to certain events taking place around the world. These include events directly involving the issuers of securities in a client’s account, conditions affecting the general economy, and overall market changes. Other contributing factors include local, regional, or global political, social, or economic instability and governmental or governmental agency responses to economic conditions. Finally, currency, interest rate, and commodity price fluctuations may also affect security prices and income. 15  Specific Security Risks Equity Securities Equity securities represent an ownership position in a company. Equity securities typically consist of common stocks. The prices of stocks and the income they generate (such as dividends) may fluctuate based on events specific to the company that issued the shares, conditions affecting the general economy and overall market changes, changes or weakness in the business sector the company does business in, and other factors. Further, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. There may be little trading in the secondary market for particular equity securities, which may adversely affect the ability to dispose of those equity securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the value and/or liquidity of equity securities. Small Capitalization Equity Securities Investing in smaller companies may pose additional risks as it is often more difficult to dispose of small company stocks, more difficult to obtain information about smaller companies, and the prices of their stocks may be more volatile than stocks of larger, more established companies. Clients should have a long-term perspective and, for example, be able to tolerate potentially sharp declines in value. American Depository Receipts (ADR) An ADR is a security that trades on U.S. exchanges but represents a specified number of shares in a foreign corporation. Investors buy and sell ADRs on American markets just like regular stocks. Some banks and brokerage firms issue/sponsor ADRs. ADRs are subject to risks of investing in foreign securities, including, but not limited to, less complete financial information available about foreign issuers, less market liquidity, more market volatility, and political instability. In addition, currency exchange-rate fluctuations affect the U.S. dollar-value of foreign holdings. Some ADRs and ordinary shares of foreign securities pay dividends, and many foreign countries impose dividend withholding taxes up to 30%. Depending on a custodian’s ability to reclaim any withheld foreign taxes on dividends, taxable accounts may be able to recoup a portion of these taxes by use of the foreign tax credit. However, tax-exempt accounts, to the extent they pay any foreign withholding taxes, may not be able to utilize the foreign tax credit. Therefore, investors may be unable to recover any foreign taxes withheld on dividends of foreign securities or ADRs. Securities with Equity and Debt Characteristics Some securities have a combination of equity and debt characteristics. These securities may at times behave more like equity than debt or vice versa. Some types of preferred stocks or other preferred securities automatically convert into common stocks or other securities at a stated conversion ratio, and some may be subject to redemption at the option of the issuer at a predetermined price. These securities, prior to conversion, may pay a fixed rate of interest or a dividend. Because convertible securities have both debt and equity characteristics, their values vary in response to many factors, including the values of the securities into which they are convertible, general market and economic 16  conditions, and convertible market valuations, as well as changes in interest rates, credit spreads and the credit quality of the issuer. These securities may include hybrid securities, which also have equity and debt characteristics. Such securities are normally at the bottom of an issuer's debt capital structure. As such, they may be more sensitive to economic changes than more senior debt securities. Investors may also view these securities as more equity-like by the market when the issuer or its parent company experience financial problems. The prices and yields of nonconvertible preferred securities or preferred stocks generally move with changes in interest rates and the issuer's credit quality, similar to the factors affecting debt securities. Nonconvertible preferred securities may be treated as debt for account investment limit purposes. Preferred Stocks Preferred stock is a class of ownership in a corporation that has a higher claim on the assets and earnings than common stock. Preferred stock generally has a dividend that must be paid out before dividends to common stockholders. In addition, preferred shares usually do not have voting rights. Each preferred offering is structured specific to the issuing corporation’s needs. Preferred shareholders have priority over common stockholders on earnings and assets in the event of liquidation and they have a fixed dividend (paid before common stockholders), but investors must weigh these positives against the negatives, including giving up their voting rights and less potential for appreciation. Exchange-Traded Funds (ETFs) An ETF is a type of Investment Company (usually, an open-end fund or unit investment trust) containing a basket of equity and/or fixed income investments. Typically, the objective of an ETF is to achieve returns similar to a particular market index, including sector indexes. An ETF is similar to an index fund in that it will primarily invest in securities of companies that are included in a selected market. Unlike traditional mutual funds, which can only be redeemed at the end of a trading day, ETFs trade throughout the day on an exchange. Like stock mutual funds, the prices of the underlying securities and the overall market generally affect ETF prices. Similarly, factors affecting a particular industry segment may affect ETF prices that track that particular sector. ETFs traditionally have been index funds, but in 2008, the U.S. Securities and Exchange Commission began to authorize the creation of actively managed ETFs. Debt Securities (Bonds) Issuers use debt securities to borrow money. Generally, issuers pay investors periodic interest and repay the amount borrowed either periodically during the life of the security and/or at maturity. Alternatively, investors can purchase other debt securities, such as zero-coupon bonds, which do not pay current interest, but rather are priced at a discount from their face values and their values accrete over time to face value at maturity. The market prices of debt securities fluctuate depending on such factors as interest rates, credit quality, and maturity. In general, market prices of debt securities decline when interest rates rise and increase when interest rates fall. The longer the time to a bond’s maturity, the greater its interest rate risk. Certain additional risk factors relating to debt securities include: 17  Reinvestment Risk When interest rates are declining, investors have to reinvest their interest income and any return of principal, whether scheduled or unscheduled, at lower prevailing rates. Inflation Risk Inflation causes tomorrow’s dollar to be worth less than today’s; in other words, it reduces the purchasing power of a bond investor’s future interest payments and principal, collectively known as “cash flows.” Inflation also leads to higher interest rates, which in turn leads to lower bond prices. Interest Rate and Market Risk Debt securities may be sensitive to economic changes, political and corporate developments, and interest rate changes. Investors can also expect periods of economic change and uncertainty, which can result in increased volatility of market prices and yields of certain debt securities. For example, prices of these securities can be affected by financial contracts held by the issuer or third parties (such as derivatives) relating to the security or other assets or indices. Call Risk Debt securities may contain redemption or call provisions entitling their issuers to redeem them at a specified price on a date prior to maturity. If an issuer exercises these provisions in a lower interest rate market, the account would have to replace the security with a lower yielding security, resulting in decreased income to investors. Usually, a bond is called at or close to par value. This subjects investors that paid a premium for their bond to a risk of lost principal. In reality, prices of callable bonds are unlikely to move much above the call price if lower interest rates make the bond likely to be called. Obligations Backed by the "Full Faith and Credit" of the U.S. Government U.S. government obligations include the following types of securities: U.S. Treasury Securities U.S. Treasury securities include direct obligations of the U.S. Treasury, such as Treasury bills, notes, and bonds. For these securities, the U.S. government unconditionally guarantees the payment of principal and interest, resulting in the highest possible credit quality. Fluctuations in interest rates subject U.S. Treasury securities to variations in market value. However, they are paid in full when held to maturity. Options An option is the right but not the obligation to either buy or sell a specified amount or value of a particular underlying interest at a fixed exercise price by exercising the option before its specified expiration date. An option that gives a right to buy is a call option. An option that gives a right to sell is a put option. Calls and puts are distinct types of options and the buying or selling of one type does not involve the other. Options may involve certain costs and risk such as liquidity, interest rate, market, credit, and the risk that a position could not be closed when most favorable. Selling covered call options may place a limit on upside gains, while selling put options may result in the purchase of a security at a price higher than the current market price. 18  Covered Calls Accounts utilizing covered calls will attempt to hedge risk and increase return by the sale of covered calls against the positions in the account. An investor should consider that the risk level in these accounts is somewhat reduced by the sale of the calls, but the upside potential of the account is also limited by the sale of the calls. These accounts will bear the risks of the utilized investment strategy, as described above, but the risk will be somewhat modified by the sale of the covered calls. Box Spreads The box spread options strategy, while theoretically risk-free at expiration, involve several risks that traders must carefully consider. Execution risk exists where slippage or delays in executing all four legs of the strategy at once can cause price movements before the position is fully established. Partial fills could expose traders to unintended directional risk, compromising the intended profit. If the bid-ask spreads are too wide, they can erode or entirely eliminate the expected value of the synthetic loan. Early exercise risk exists when trading American-style options. The risk of one leg—usually a short option—being exercised early could disrupt the intended risk-free nature of the box spread. Counterparty and clearing risks exist if the buyer of the contract is unable to fulfill their obligation. Although box spreads are theoretically risk-free at expiration, working with unreliable counterparties can introduce credit or default risk, which could affect the strategy’s overall safety. Margin requirements set by Schwab could lead to a margin call if the account value decreases past a certain threshold, requiring a cash stimulus or resulting in the forced sale of equity positions. Liquidity risk exists as liquidity in box spreads is generally lower than in individual options, making it harder to find counterparties, especially during periods of market stress. In such conditions, reduced market liquidity can prevent efficient exits, potentially leading to significant losses. Interest rate risk can also impact the strategy, as changes in prevailing interest rates affect the present value of the difference between the strike prices, influencing the overall pricing of the box spread. Cash-Secured Puts Accounts utilizing cash-secured puts (CSPs) may attempt to generate income by selling put options against cash held in the account. An investor should consider that while the sale of CSPs provides premium income and may lead to purchasing the underlying stock at a predetermined, lower price, the strategy exposes the account to significant downside risk if the stock declines sharply. Unlike covered calls, which are cushioned by stock ownership, CSPs entail the obligation to buy shares at the strike price regardless of how far the market has fallen—meaning losses can be substantial. Thus, these accounts will bear the inherent risks of the cash-secured put strategy—limited upside, potential assignment, and market exposure—while the premium received serves only to modestly mitigate such risks. Cash and Cash Equivalents Cash and cash equivalents are the most liquid of investments. Cash and cash equivalents are considered very low-risk investments, meaning there is little risk of losing the principal investment. Typically, low risk also means low return and the interest an investor can earn on this type of investment is often low relative to other types of investing vehicles. When inflation rates are elevated, holding cash will decrease purchasing power over time and result in a decrease in real (i.e., inflation-adjusted) value. 19  Mutual Funds (Open-end Investment Company) A mutual fund is a company that pools money from many investors and invests the money in stocks, bonds, short-term money-market instruments, other securities or assets, or some combination of these investments. The portfolio of the fund consists of the combined holdings it owns. Each share represents an investor’s proportionate ownership of the fund’s holdings and the income those holdings generate. The price that investors pay for mutual fund shares is the fund’s per share net asset value (NAV) plus any shareholder fees that the fund imposes at the time of purchase. The benefits of investing through mutual funds include: Professionally Managed Mutual funds are professionally managed by investment advisers who research, select, and monitor the performance of the securities the fund purchases. Diversification Mutual funds typically have the benefit of diversification, which is an investing strategy that generally sums up as “Don’t put all your eggs in one basket.” Spreading investments across a wide range of companies and industry sectors can help lower the risk if a company or sector fails. Some investors find it easier to achieve diversification through ownership of mutual funds rather than through ownership of individual stocks or bonds. Concentrated portfolios may be limited to one or a limited number of funds. Affordability Some mutual funds accommodate investors who do not have a lot of money to invest by setting relatively low dollar amounts for initial purchases, subsequent monthly purchases, or both. Mutual funds also have features that some investors might view as disadvantages: Costs Despite Negative Returns Investors must pay annual fees and other expenses regardless of how the fund performs. Depending on the timing of their investment, investors may also have to pay taxes on any capital gains distribution they receive. This includes instances where the fund went on to perform poorly after purchasing shares. Lack of Control Investors typically cannot ascertain the exact make-up of a fund’s portfolio at any given time, nor can they directly influence which securities the fund manager buys and sells or the timing of those trades. Price Uncertainty With an individual stock, investors can obtain real-time (or close to real-time) pricing information with relative ease by checking financial websites or by calling a broker or your investment adviser. Investors can also monitor how a stock’s price changes from hour to hour—or even second to second. By contrast, with a mutual fund, the price at which an investor purchases or redeems shares will typically depend on the fund’s NAV, which the fund might not calculate until many hours after the investor placed the order. In general, mutual funds must calculate their NAV at least once every business day, typically after the major U.S. exchanges close. 20  Publicly-Traded Real Estate Investment Trusts (REIT) Securities issued by real estate investment trusts (REITs) primarily invest in real estate or real estate- related loans, typically through ETFs and/or mutual funds. Equity REITs own real estate properties, while mortgage REITs hold construction, development and/or long-term mortgage loans. Changes in the value of the underlying property of the trusts, the creditworthiness of the issuer, property taxes, interest rates, tax laws, and regulatory requirements, such as those relating to the environment, all can affect the values of REITs. Both types of REITs are dependent upon management skill, the cash flows generated by their holdings, the real estate market in general, and the possibility of failing to qualify for any applicable pass-through tax treatment or failing to maintain any applicable exemptive status afforded under relevant laws. Cryptocurrency TGIA does not proactively recommend or invest in cryptocurrency, or ETFs or mutual funds fully or primarily comprised of cryptocurrency holdings. These products carry material risks, including price volatility, limited liquidity, and regulatory uncertainty. Custody of crypto-related assets may also involve third-party custodians with additional fees and operational risks. If a client independently chooses to allocate to cryptocurrency-focused ETFs or mutual funds, TGIA will include such exposure only upon explicit client direction, and at the client’s sole risk. TGIA’s role is limited to portfolio inclusion upon direction, not active recommendation or endorsement. Financial Planning The financial planning tools TGIA uses to create financial plans for clients rely on various assumptions, such as estimates of inflation, risk, economic conditions, future income and expenses, and rates of return on security asset classes. Return assumptions generally reflect asset class returns instead of actual investment returns, and do not always include fees or expenses that clients would pay if they invested in some specific products. Financial planning software is only a tool used to help guide TGIA and the client in developing an appropriate plan, and we cannot guarantee that clients will achieve the results shown in the plan. Results will vary based on the information provided by the client regarding the client’s assets, risk tolerance, and personal information. Changes to the program’s underlying assumptions or differences in actual personal, economic, or market outcomes will generally impact client results. Clients should carefully consider the assumptions and limitations of the financial planning software and other models and frameworks used to facilitate discussions and plans pertaining to your financial plan. Clients should discuss the results of the plan with a qualified investment professional before making any changes to their investments or financial plan. If the financial plan includes recommendations for investing in securities, you should understand that investing in securities involves risk of loss, and you should be prepared to bear that risk. 21  Other Risks Cybersecurity Information and technology systems can be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltrations by unauthorized persons and security breaches, usage errors by its professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes, and earthquakes. Although we have implemented various measures to manage risks relating to these types of events, if these systems are compromised, or become inoperable for extended periods of time, or cease to function properly, we may have to make a significant investment to fix or replace them. The failure of these systems can cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy or sensitive data, including personal information relating to clients. Such a failure could potentially harm our reputation, subject us to legal claims, and otherwise have an adverse impact on our ability to perform advisory functions. Pandemics and Other Public Health Crises Pandemics and other health crises, such as the outbreak of an infectious disease such as severe acute respiratory syndrome, avian flu, H1N1/09 flu and COVID-19 or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on the economy, and business activity in any of the areas in which client investments may be located. Such disruption, or the fear of such disruption, could have a significant and adverse impact on the securities markets, lead to increased short-term market volatility or a significant market downturn, and can have adverse long-term effects on world economies and markets generally. ITEM 9 - DISCIPLINARY INFORMATION TGIA and our personnel seek to maintain the highest level of business professionalism, integrity, and ethics. TGIA does not have any disciplinary information to disclose. ITEM 10 - OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS As a registered investment adviser, we are required to disclose when our firm, or our personnel, have any other financial industry affiliations. Agent of Unaffiliated Real Estate Broker Janet Hoover is licensed as an independent real estate agent. In this capacity, she can recommend real estate services to TGIA’s clients and receive separate customary commission compensation resulting from related purchases and sales. Mrs. Hoover conducts this activity in her sole and separate capacity and not as a service offered through TGIA. Further, any real estate commissions earned are separate and in addition to TGIA’s advisory fees. Our clients are under no obligation to act upon any Janet Hoover’s real estate-related recommendations or effect any transactions through her should they decide to follow suggestions received. TGIA is not a real estate brokerage/agency. 22  Unaffiliated Law Practice When properly licensed, certain associated persons of TGIA offer legal services in their individual capacities through separate agreements. These activities are performed outside the scope of TGIA’s services and TGIA does not share in any compensation derived. Clients are under no obligation to engage our associated persons for legal services. TGIA is not a law firm and does not provide legal advice. ITEM 11 - CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics TGIA believes that we owe clients the highest level of trust and fair dealing. As part of our fiduciary duty, we place the interests of our clients ahead of the interests of the firm and our personnel. TGIA’s personnel are required to conduct themselves with integrity at all times and follow the principles and policies detailed in our Code of Ethics. TGIA’s Code of Ethics attempts to address specific conflicts of interest that either we have identified or that could likely arise. TGIA’s personnel are required to follow clear guidelines from the Code of Ethics in areas such as gifts and entertainment, other business activities, prohibitions of insider trading, and adherence to applicable state and federal securities laws. Additionally, individuals who formulate investment advice for clients, or who have access to nonpublic information regarding any clients’ purchase or sale of securities are subject to personal trading policies governed by the Code of Ethics (see below). TGIA will provide a complete copy of the Code of Ethics to any client or prospective client upon request. Personal Trading Practices TGIA and our personnel may purchase or sell securities for themselves, regardless of whether the transaction would be appropriate for a client’s account. TGIA and our personnel may purchase or sell securities for themselves that we also utilize for clients. This includes related securities (e.g., warrants, options, or futures). This presents a potential conflict of interest as we may have an incentive to take investment opportunities from clients for our own benefit, favor our personal trades over client transactions when allocating trades, or to use the information about the transactions we intend to make for clients to our personal benefit by trading ahead of clients. Our policies to address these conflicts include the following: 1. The client receives the opportunity to act on investment decisions prior to and in preference to accounts of TGIA and our personnel. 2. TGIA prohibits trading in a manner that takes personal advantage of price movements caused by client transactions. 3. When purchasing or selling the same security in personal and proprietary accounts that we recommend or take action to purchase or sell for a client, we will aggregate such trades at the 23  same price in blocks with client trades at the same custodian, when possible. Regardless, we will conduct all personal and proprietary trades in a manner such that all client accounts receive fair and equitable treatment. 4. TGIA requires our personnel to report personal securities transactions on a quarterly basis. ITEM 12 - BROKERAGE PRACTICES The Custodian/Broker We Use Clients must maintain assets in an account at a “qualified custodian,” generally a broker-dealer or bank. We recommend that most clients use Charles Schwab & Co., Inc. (“Schwab”), registered broker-dealer, member SIPC, as the qualified custodian. We are independently owned and operated, and unaffiliated with Schwab. Schwab will hold client assets in a brokerage account and buy and sell securities when we instruct them to. While we require that most clients use Schwab as custodian/broker, the client must decide whether to do so and open accounts with Schwab by entering into account agreements directly with them. We do not open accounts for clients, although we may assist them in doing so. How We Select Brokers/Custodians We seek to recommend a custodian/broker who will hold client assets and execute transactions on terms that are, overall, most advantageous when compared to other available providers and their services. We consider a wide range of factors, including, among others: 1. Combination of transaction execution services and asset custody services (generally without a separate fee for custody) 2. Capability to execute, clear, and settle trades (buy and sell securities for client accounts) 3. Capability to facilitate transfers and payments to and from accounts (wire transfers, check requests, bill payment, etc.) 4. Breadth of available investment products (stocks, bonds, mutual funds, exchange-traded funds [ETFs], etc.) 5. Availability of investment research and tools that assist us in making investment decisions 6. Quality of services 7. Competitiveness of the price of those services (commission rates, other fees, etc.) and willingness to negotiate the prices 8. Reputation, financial strength, and stability 9. Prior service to TGIA and our other clients 10. Availability of other products and services that benefit us, as discussed below (see Products and Services Available to Us from Schwab) Client Brokerage and Custody Costs For our clients’ accounts that Schwab maintains, Schwab generally does not charge separately for custody services. However, Schwab receives compensation by charging commissions or other fees on services and on trades that it executes or that settle into clients’ Schwab accounts. This commitment 24  benefits our clients because the overall commission rates they pay may be lower than they would be otherwise. We have determined that having Schwab execute the trades is consistent with our duty to seek “best execution” of your trades. Best execution means the most favorable terms for a transaction based on all relevant factors, including those listed above (see How We Select Brokers/Custodians). Products and Services Available to Us from Schwab Schwab Advisor Services™ is Schwab’s business serving independent investment advisory firms like us. They provide TGIA and our clients with access to their institutional brokerage, trading, custody, reporting, and related services, many of which are not typically available to Schwab retail customers. Schwab also makes available various support services. Some of those services help us manage or administer our clients’ accounts; others help us manage and grow our business. Schwab’s support services are generally available on an unsolicited basis (we do not have to request them) and at no charge to us. Following is a more detailed description of Schwab’s support services: Services That Benefit Our Clients Schwab’s institutional brokerage services include access to a broad range of investment products, execution of securities transactions, and custody of client assets. The investment products available through Schwab include some to which we might not otherwise have access or that would require a significantly higher minimum initial investment by our clients. Schwab’s services described in this paragraph generally benefit our clients and their accounts. Services That May Not Directly Benefit Our Clients Schwab also makes available to us other products and services that benefit us but may not directly benefit our clients or their accounts. These products and services assist us in managing and administering our clients’ accounts. They include investment research, both Schwab’s own and that of third parties. We may use this research to service all or a substantial number of our clients’ accounts, including accounts not maintained at Schwab. In addition to investment research, Schwab also makes available software and other technology that: 1. Provides access to client account data (such as duplicate trade confirmations and account statements) 2. Facilitates trade execution and allocate aggregated trade orders for multiple client accounts 3. Provides pricing and other market data 4. Facilitates payment of our fees from our clients’ accounts 5. Assists with back-office functions, recordkeeping, and client reporting Services That Generally Benefit Only Us Schwab also offers other services intended to help us manage and further develop our business enterprise. These services include: 1. Educational conferences and events 2. Consulting on technology, compliance, legal, and business needs 25  3. Publications and conferences on practice management and business succession 4. Access to employee benefits providers, human capital consultants, and insurance providers 5. Listing on Schwab’s advisory directory - https://www.findyourindependentadvisor.com/ Schwab may provide some of these services itself. In other cases, it will arrange for third-party vendors to provide the services to us. Schwab may also discount or waive its fees for some of these services or pay all or a part of a third party’s fees. Schwab may also provide us with other benefits, such as occasional business entertainment for our personnel. Our Interest in Schwab’s Services The availability of these services from Schwab benefits us because we do not have to produce or purchase them. This may give us an incentive to recommend that clients maintain accounts with Schwab, based on our interest in receiving Schwab’s services that benefit our business rather than based on our clients’ interest in receiving the best value in custody services and the most favorable execution of their transactions. This is a potential conflict of interest. We believe, however, that our selection of Schwab as custodian and broker is in the best interests of our clients and primarily support our selection of Schwab by the scope, quality, and price of Schwab’s services (see How We Select Brokers/Custodians, above) and not Schwab’s services that benefit only us. Directed Brokerage TGIA will not allow clients to direct us to use a specific broker-dealer to execute transactions. Clients must use the broker-dealer that TGIA recommends. Not all investment advisers require their clients to trade through specific brokerage firms. By generally requiring clients to use the brokers we recommend, TGIA believes we may be able to more effectively manage the client’s portfolio, achieve favorable execution of client transactions, and overall lower the costs to the portfolio. Since we require that clients maintain their accounts with Schwab, it is also important for clients to consider and compare the significant differences between having assets custodied at another broker- dealer, bank, or other custodian prior to opening an account with us. Some of these differences include but are not limited to; total account costs, trading freedom, transaction fees/commission rates, and security and technology services. Aggregation and Allocation of Transactions TGIA may aggregate transactions if we believe that aggregation is consistent with the duty to seek best execution for our clients and is consistent with the disclosures made to clients and terms defined in the client investment advisory agreement. No advisory client will be favored over any other client, and each account that participates in an aggregated order will participate at the average share price (per custodian) for all transactions in that security on a given business day. TGIA does not aggregate trades of our personnel with those of client accounts. If we determine that a pro-rata allocation is not appropriate under the particular circumstances, we will base the allocation on other relevant factors, which may include: 1. When only a small percentage of the order is executed, with respect to purchase allocations, allocations may be given to accounts high in cash; 26  2. With respect to sale allocations, allocations may be given to accounts low in cash; 3. We may allocate shares to the account with the smallest order, or to the smallest position, or to an account that is out of line with respect to security or sector weightings, relative to other portfolios with similar mandates; 4. We may allocate to one account when that account has limitations in its investment guidelines prohibiting it from purchasing other securities that we expect to produce similar investment results and that can be purchased by other accounts in the block; 5. If an account reaches an investment guideline limit and cannot participate in an allocation, we may reallocate shares to other accounts. For example, this may be due to unforeseen changes in an account’s assets after an order is placed; 6. If a pro-rata allocation of a potential execution would result in a de minimis allocation in one or more accounts, we may exclude the account(s) from the allocation and disgorge any profits. Generally, de minimis allocations do not exceed 5% of the total allocation. Additionally, we may execute the transactions on a pro-rata basis. 7. We will document the reasons for any deviation from a pro-rata allocation. ITEM 13 - REVIEW OF ACCOUNTS Managed Account Reviews George Hoover Jr. – Founder & Managing Member, Kian Hoover - Wealth Management Advisor, and Zealan Hoover - Principal & Investment Adviser Representative, monitor client portfolios on a regular basis. Portfolios are reviewed in the context of each client’s stated investment objectives. When reviewing, we look at account positions to confirm that asset allocations are in line with the client’s investment plan, including any updates made to it over time. We offer account reviews to clients at various intervals based on the complexity of the client’s investments and the client’s preference. More frequent reviews can be triggered by material changes such as the client’s investment objectives and/or financial situation, material cash deposits or withdrawals, or the market, economic, or political environment. In addition, each of the above individuals is available during business hours to review accounts with clients. Account Reporting Investment Management Services Each client receives a written statement from the custodian that includes an accounting of all holdings and transactions in the account for the reporting period. In addition, TGIA may provide written reports detailing performance in client accounts and/or additional reporting as agreed upon by TGIA and the client on a case-by-case basis. 27  Financial Planning Financial planning clients do not receive ongoing reporting beyond the initial financial plan unless the plan has been materially updated, or a new planning scenario has been added at the client’s request. In those cases, an updated plan is provided to the client. ITEM 14 - CLIENT REFERRALS AND OTHER COMPENSATION Schwab Support Products and Services We receive an economic benefit from Schwab in the form of the support products and services they make available to us and other independent investment advisors whose clients maintain their accounts at Schwab. These products and services, how they benefit us, and the related conflicts of interest are described above (see Item 12 – Brokerage Practices). We do not base particular investment advice, such as buying particular securities for our clients, on the availability of Schwab’s products and services to us. Client Referral Fees If a solicitor introduces a client to TGIA, we generally pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-1 of the Investment Advisers Act of 1940, and any corresponding state securities law requirements. TGIA pays the referral fee to the solicitor solely from our standard investment advisory fee. Further, although clients are not billed separately for the referral fee, our payment of the referral fee can limit the client’s ability to negotiate the advisory fee rate we charge for management of the referred client’s accounts. Outside Referrals Unaffiliated Professionals TGIA may refer clients to unaffiliated professionals for specific needs, such as legal, and/or tax/accounting services. In turn, these professionals may refer clients to TGIA for investment management. We do not have any agreements with individuals or companies that we refer clients to, and we do not receive any compensation for these referrals. However, it could be concluded that TGIA is receiving an indirect economic benefit from the arrangement, as the relationships are mutually beneficial. For example, there could be an incentive for us to recommend services of firms who refer clients to TGIA. TGIA only refers clients to professionals we believe are competent and qualified in their field, but it is ultimately the client’s responsibility to evaluate the provider, and it is solely the client’s decision whether to engage a recommended firm. Clients are under no obligation to purchase any products or services through these professionals, and TGIA has no control over the services provided by another firm. Clients who choose to engage these professionals will sign a separate agreement with the other firm. Fees charged by the other firm are separate from and in addition to fees charged by TGIA. If the client desires, TGIA will work with these professionals or the client’s other advisors (such as an accountant or attorney) to help ensure that the provider understands the client’s investments and to coordinate services for the client. TGIA does not share information with an unaffiliated professional unless first authorized by the client. 28  Additional Referrals As described in Item 10 – Other Financial Industry Activities and Affiliations above, certain associated persons of TGIA are licensed as independent real estate agents of unaffiliated real estate brokerage firms or offer legal services in their individual capacities through separate agreements. TGIA sometimes refers our clients in need of real estate-related or legal services to these associated persons, and they refer real estate/legal clients in need of advisory services to TGIA. While there is no referral agreement or related compensation paid for these referrals, a potential conflict exists where TGIA is receiving an indirect economic benefit from the arrangements, as the relationships are mutually beneficial. ITEM 15 - CUSTODY TGIA has limited custody of some of our clients’ funds or securities when the clients authorize us to deduct our management fees directly from the client’s account. A qualified custodian (generally a broker-dealer, bank, trust company, or other financial institution) holds clients’ funds and securities. Clients will receive statements directly from their qualified custodian at least quarterly. The statements will reflect the client’s funds and securities held with the qualified custodian as well as any transactions that occurred in the account, including the deduction of our fee. TGIA is also deemed to have custody of clients’ funds or securities when clients have standing authorizations with their custodian to move money from a client’s account to a third-party (“SLOA”) and under that SLOA authorize us to designate the amount or timing of transfers with the custodian. The SEC has set forth a set of standards intended to protect client assets in such situations, which we follow. Clients should carefully review the account statements they receive from the qualified custodian. Clients with any questions about their statements should contact us at the address or phone number on the cover of this brochure. Clients who do not receive a statement from their qualified custodian at least quarterly should also notify us. ITEM 16 - INVESTMENT DISCRETION Discretionary Management TGIA has full discretion to decide the specific security to trade, the quantity, and the timing of transactions for client accounts. TGIA will not contact clients before placing trades in their account, but clients will receive confirmations directly from the broker for any trades placed unless you have chosen to disable trade alerts for your account. Clients grant us discretionary authority in the contracts they sign with us. Clients also give us trading authority within their accounts when they sign the custodian paperwork. Certain client-imposed conditions may limit our discretionary authority, such as where the client prohibits transactions in specific security types. See also Tailored Services and Client Imposed Restrictions under Item 4, above. 29  ITEM 17 - VOTING CLIENT SECURITIES Proxy Voting TGIA generally votes client securities (proxies) on behalf of our clients. TGIA has adopted and implemented policies and procedures that we believe are reasonably designed to help ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and SEC rule 206(4)-6 under the Investment Advisers Act of 1940. It is our policy to identify any potential conflicts of interest prior to the voting of proxies. In the unlikely event of a potential conflict of interest, TGIA will provide the affected client(s) with sufficient information regarding the matter before the shareholders and the nature of our conflict of interest to allow the client to make an informed decision to consent to or direct our vote. Otherwise, clients cannot direct our vote in particular solicitations. At any time, clients may contact us to request information about how we voted your proxies for your securities or to receive a copy of our Proxy Voting Policies and Procedures. Class Actions TGIA does not instruct or give advice to clients on whether or not to participate as a member of class action lawsuits and will not automatically file claims on the client’s behalf. However, if a client notifies us that they wish to participate in a class action, we will provide the client with any transaction information pertaining to the client’s account needed for the client to file a proof of claim in a class action. ITEM 18 - FINANCIAL INFORMATION Registered investment advisers are required in this item to provide clients with certain financial information or disclosures about the firm’s financial condition. TGIA does not require the prepayment of more than $1,200 in fees per client, six months or more in advance, does not have or foresee any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy proceeding. 30  Form ADV, Part 2B Brochure Supplements George Hoover Jr. Kian Hoover Zealan Hoover Torrey Growth & Income Advisors, LLC 1233 Camino Del Mar Del Mar, CA 92014 600 Massachusetts Avenue NW, Suite 250 Washington, DC, 20001 (760) 274-2744 www.torreygrowth.com Revised August 8, 2025 This brochure supplement provides information about George Hoover Jr., Kian Hoover, and Zealan Hoover that supplements the Torrey Growth & Income Advisors, LLC brochure. You should have already received a copy of that brochure. Please contact us at the address or telephone number above if you did not receive our brochure or if you have any questions about the contents of this supplement. Additional information about the above-named individuals is available on the SEC’s website at www.adviserinfo.sec.gov. Item 1 - Cover Page  George Hoover Jr. Item 2 - Educational Background and Business Experience George Hoover Jr., Founder & Managing Member & Chief Compliance Officer, b. 1962 Education: • University of California, San Diego; attended 1982-83 Business Background: • Purshe Kaplan Sterling Investments; Registered Representative, 06/2006 to 05/2011 • Torrey Growth & Income Advisors, LLC; Founder & Managing Member, 05/2006 to present • Salomon Smith Barney; Financial Consultant, 11/2000 to 05/2006 • A.G. Edwards & Sons, Inc.; Financial Consultant, 01/2000 to 11/2000 Item 3 - Disciplinary Information George Hoover Jr. has no disciplinary history to disclose. Item 4 - Other Business Activities George Hoover Jr.’s only business is providing investment advice through Torrey Growth & Income Advisors, LLC. Item 5 - Additional Compensation George Hoover Jr.’s only compensation comes from his regular salary and ownership of Torrey Growth & Income Advisors, LLC. Item 6 - Supervision George Hoover Jr. is the sole Principal of Torrey Growth & Income Advisors, LLC and is not supervised by any other individual. He can each be reached by calling (760) 274-2744. ii  Kian Hoover Item 2 - Educational Background and Business Experience Kian Hoover, Wealth Management Advisor, b. 2001 Education: • University of Oregon - Lundquist School of Business; BS in Business Administration/Finance Concentration, Minor in Economics - 2024 Business Background: • Torrey Growth & Income Advisors, LLC; Wealth Management Advisor, 07/2024 to present • Student prior to 07/2024 Item 3 - Disciplinary Information Kian Hoover has no disciplinary history to disclose. Item 4 - Other Business Activities Kian Hoover’s only business is providing investment advice through Torrey Growth & Income Advisors, LLC. Item 5 - Additional Compensation Kian Hoover’s only compensation comes from his regular salary at Torrey Growth & Income Advisors, LLC. Item 6 - Supervision George Hoover Jr., Chief Compliance Officer, is responsible for supervising Kian Hoover’s investment activities. George Hoover Jr. monitors the advice provided by Kian Hoover for consistency with client objectives and Torrey Growth & Income Advisors’ policies. George Hoover Jr. can be reached by calling (760) 274-2744. iii  Zealan Hoover Item 2 - Educational Background and Business Experience Zealan Hoover, Principal & Investment Adviser Representative, b. 1990 Education: • University of North Carolina at Chapel Hill; BA (double major) in Policial Science; Peace, War, and Defense - 2013 Business Background: • Torrey Growth & Income Advisors, LLC; Principal & Investment Adviser Representative, 02/2025 to present Impact Strategies, LLC; Owner, 01/2025 to present • • U.S. Environmental Protection Agency; Senior Advisor to the Administrator, 09/2021 to 01/2025 • McKinsey & Company; Consultant, 05/2017 to 09/2021 • Business Forward Foundation; Consultant, 02/2017 to 05/2017 • The White House; Advisor to the Senior Advisor to the President, 12/2013 to 01/2017 Item 3 - Disciplinary Information Zealan Hoover has no disciplinary history to disclose. Item 4 - Other Business Activities Zealan Hoover is also the owner of Impact Strategies, LLC, since January 2025. In that capacity, he provides consulting services related to climate, energy, and environmental matters. The business is not investment related. He devotes approximately 100 hours per month to those activities including approximately 3 hours per day during securities trading hours. Item 5 - Additional Compensation Zealan Hoover also receives compensation from his work with Impact Strategies, LLC, as detailed above. Item 6 - Supervision George Hoover Jr., Chief Compliance Officer, is responsible for supervising Zealan Hoover’s investment activities. George Hoover Jr. monitors the advice provided by Zealan Hoover for consistency with client objectives and Torrey Growth & Income Advisors’ policies. George Hoover Jr. can be reached by calling (760) 274-2744. iv  Privacy Information Rev. May 2025 FACTS WHAT DOES TORREY GROWTH & INCOME ADVISORS, LLC DO WITH YOUR PERSONAL INFORMATION? Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. What? The types of personal information we collect and share depend on the product or service you have with us. This information can include: Social Security number and income • • account balances and transaction history • assets and risk tolerance When you are no longer our customer, we continue to share your information as described in this notice. How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Torrey Growth & Income Advisors, LLC chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Can you limit this sharing? Does Torrey Growth & Income Advisors, LLC share? YES NO For our everyday business purposes - as permitted by law NO We Don’t Share For our marketing purposes - to offer our products and services to you For joint marketing with other financial companies NO We Don’t Share NO We Don’t Share For our affiliates’ everyday business purposes - information about your transactions and experiences NO We Don’t Share For our affiliates’ everyday business purposes - information about your creditworthiness For nonaffiliates to market to you NO We Don’t Share Questions? Call (760) 274-2744 or go to www.torreygrowth.com  Page 2 WHO WE ARE Who is providing this notice? Torrey Growth & Income Advisors, LLC WHAT WE DO How does Torrey Growth & Income Advisors, LLC protect my personal information? To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. We collect your personal information, for example, when you seek advice about your investments How does Torrey Growth & Income Advisors, LLC collect my personal information? tell us about your investment or retirement portfolio tell us about your investment or retirement earnings • • enter into an investment advisory contract • • • give us your contact information We also collect your personal information from other companies. Why can’t I limit all sharing? Federal law gives you the right to limit only: • sharing for affiliates’ everyday business purposes - information about your creditworthiness sharing for nonaffiliates to market to you • affiliates from using your information to market to you • State laws and individual companies may give you additional rights to limit sharing. DEFINITIONS Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. Torrey Growth & Income Advisors, LLC has no affiliates • Nonaffiliates Companies not related by common ownership or control. They can be financial and non-financial companies. • Torrey Growth & Income Advisors, LLC does not share with nonaffiliates so they can market to you Joint Marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you. • Torrey Growth & Income Advisors, LLC does not jointly market