THE PORTFOLIO STRATEGY GROUP, LLC

PART 2A OF FORM ADV: FIRM BROCHURE THE PORTFOLIO STRATEGY GROUP, LLC The Portfolio Strategy Group, LLC 50 Main Street, Suite 1280 White Plains, NY 10606 Telephone: (914) 288-4900 Fax Number: (914) 328-6670 https://psgwealth.com/ This brochure provides information about the qualifications and business practices of The Portfolio Strategy Group, LLC. If you have any questions about the contents of this brochure, please contact us at (914) 288-4900. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about The Portfolio Strategy Group, LLC is available on the SEC's website at www.advisorsinfo.sec.gov. Registration with the SEC or any state securities authority does not imply a certain level of skill or training. Effective as of March 24, 2025 1  Item 2 Material Changes MATERIAL CHANGES We offer clients the option of obtaining cash management solutions from unaffiliated third-party financial institutions through Flourish Financial LLC (“Flourish”). Further information on this conflict of interest is available in Items 4, 5, and 10 of this Brochure. 2  Item 3: Table of Contents Item 2: Material Changes .............................................................................................................................. 2 Item 3: Table of Contents .............................................................................................................................. 3 Item 4: Advisory Business ............................................................................................................................. 4 Item 5: Fees and Compensation ..................................................................................................................... 6 Item 6: Performance-Based Fees and Side-By-Side Management ................................................................ 9 Item 7: Types of Clients ................................................................................................................................ 9 Item 8: Methods of Analysis, Investment Strategies and Risk of Loss .......................................................... 9 Item 9: Disciplinary Information ................................................................................................................. 14 Item 10: Other Financial Industry Activities and Affiliations ...................................................................... 14 Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................. 16 Item 12: Brokerage Practices ....................................................................................................................... 17 Item 13: Review of Accounts ...................................................................................................................... 20 Item 14: Client Referrals and Other Compensation ..................................................................................... 20 Item 15: Custody ......................................................................................................................................... 21 Item 16: Investment Discretion ................................................................................................................... 22 Item 17: Voting Client Securities ................................................................................................................ 23 Item 18: Financial Information ................................................................................................................... 23 3  Item 4: Advisory Business Advisory Firm The Portfolio Strategy Group LLC (“PSG”) is part of the Focus Financial Partners, LLC (“Focus LLC”) partnership. Specifically, PSG is a wholly- owned indirect subsidiary of Focus LLC. Focus Financial Partners Inc.is the sole managing member of Focus LLC. Ultimate governance of Focus LLC is conducted through the board of directors at Ferdinand FFP Ultimate Holdings, LP. Focus LLC is majority-owned, indirectly and collectively, by investment vehicles affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”). Investment vehicles affiliated with Stone Point Capital LLC (“Stone Point”) are indirect owners of Focus LLC. Because PSG is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of PSG. Focus LLC also owns other registered investment advisers, broker-dealers, pension consultants, insurance firms, business managers and other firms (the “Focus Partners”), most of which provide wealth management, benefit consulting and investment consulting services to individuals, families, employers, and institutions. Some Focus Partners also manage or advise limited partnerships, private funds, or investment companies as disclosed on their respective Form ADVs. Types of Advisory Services Separately Managed Accounts PSG provides discretionary investment management services to approximately 442 client relationships, the majority of whom have more than $2 million under PSG’s management. PSG designs and implements proprietary investment strategies which are designed to meet a range of client investment objectives. PSG implements its strategies through a combination of individual security selection and the selection and monitoring of external investment managers. Financial Planning Service PSG provides financial planning Services both for a fee and for no additional cost, which are described further in this Brochure. PSG offers customized Financial Planning Services designed to help clients assess their financial situation and pursue their objectives. Financial Planning Services are designed to be a collaborative experience tailored to client’s personal goals and customized to the complexity of their financial circumstances. Funds of Hedge Funds, Hedge Funds and Other Pooled Investment Vehicles PSG acts as the Investment Manager and Adviser to The PSG Fund, LLC, (the "PSG Fund") and The PSG Offshore Fund, Ltd. (the "Offshore Fund") (together, the PSG Fund and the Offshore Fund are the "Client Funds"). The PSG Fund is a Delaware limited liability company. The Offshore Fund is an international business company incorporated with limited liability in the British Virgin Islands. The Offshore Fund invests substantially all of its assets in the PSG Fund. Each of the Client Funds is a fund of hedge funds and therefore each fund invests substantially all of its assets in other pooled investment vehicles such as hedge funds and private funds. PSG may in the future form and provide investment advisory services to other pooled investment vehicles. PSG also has a business arrangement with SCS Capital Management LLC (“SCS”), who is an indirect, wholly-owned subsidiary of Focus LLC and Focus Inc. This arrangement allows certain PSG clients the option of investing in certain private investment vehicles managed by SCS. PSG is an affiliate of SCS by 4  virtue of being under common control with it. Please see Items 5 and 10 of this Brochure for further details. Cash Management Solutions We offer clients the option of obtaining cash management solutions from unaffiliated third-party financial institutions through Flourish Financial LLC (“Flourish”). Please see Items 5 and 10 for a fuller discussion of these services and other important information. Retirement Plan Services PSG is a fiduciary under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to investment management services and investment advice provided to ERISA plans and ERISA plan participants. PSG is also a fiduciary under section 4975 of the Internal Revenue Code of 1986, as amended (the “IRC”) with respect to investment management services and investment advice provided to individual retirement accounts (“IRAs”), ERISA plans, and ERISA plan participants. As such, PSG is subject to specific duties and obligations under ERISA and the IRC, as applicable, that include, among other things, prohibited transaction rules which are intended to prohibit fiduciaries from acting on conflicts of interest. When a fiduciary gives advice, the fiduciary must either avoid certain conflicts of interest or rely upon an applicable prohibited transaction exemption (a “PTE”). As a fiduciary, we have duties of care and of loyalty to you and are subject to obligations imposed on us by the federal and state securities laws. As a result, you have certain rights that you cannot waive or limit by contract. Nothing in our agreement with you should be interpreted as a limitation of our obligations under the federal and state securities laws or as a waiver of any unwaivable rights you possess. Tailored Investment Advisory Services PSG tailors its investment advice based on the individual needs of its Clients. PSG seeks to understand each Clients goals, objectives, financial condition and circumstances. The Client and PSG then decide on an investment plan. Clients may impose restrictions on the types of investments in their accounts, including: (i) on the types of securities PSG may invest in and (ii) limitations on the total amount or percentage of assets that may be invested in particular asset classes or investment types. A prospective client may impose such restrictions when the investment adviser and client relationship is established or at any time upon written notice to PSG. The Client Funds have not imposed any restrictions on the types of investments that PSG may make, and PSG has wide discretion to invest the assets of any Client Funds. Such discretion is limited, however, by the investment objectives and strategy of each Client Fund. Wrap Fee Programs PSG does not participate in a wrap fee program. Assets Under Management As of December 31, 2024, PSG has approximately $2,384,964,492 in Client assets under management ($2,377,013,312 being managed on a discretionary basis and $7,951,180 in non-discretionary assets). 5  Item 5: Fees and Compensation Separately Managed Accounts Compensation Fees For its discretionary investment management services to clients, clients will pay PSG fees as specified in its client agreement. Clients with separately managed accounts advised by PSG will pay management fees to both PSG and to any Manager that provides investment advisory services to those Clients. PSG's management fees are due quarterly and are paid in advance. They are calculated based on the account balance at the end of the previous quarter. Clients pay PSG fees for services as follows: • Upon request, PSG will perform a detailed analysis of a current portfolio and its historical results, including formulating an investment strategy, for which PSG charges a negotiated fee based on the amount of work involved in reviewing current investments, historical results and other relevant information. PSG does not charge a fee for formulating an investment strategy to those who become an investment advisory client of PSG. • For selecting Managers, placing Client assets with Managers, monitoring and reviewing their performance, PSG charges a flat annual fee of 0.75% (0.1875% quarterly) of the first $10,000,000 of Client assets. Amounts in excess of $10,000,000 of Client assets are subject to a negotiable fee. Some legacy Clients pay lower fees based on the fee schedule existing at the time they became Clients. the • For Clients placed in an Equity Income portfolio, PSG charges a flat annual fee of 0.75% (0.1875% quarterly) of first $10,000,000 of Client assets. Amounts in excess of $10,000,000 of Client assets are subject to a negotiable fee. Some legacy Clients pay lower fees based on the fee schedule existing at the time they became Clients. • In addition to PSG’s management fees, Clients are also responsible for the management fees owed to any Managers selected to provide investment advisory services to said Clients. PSG’s selected Managers generally charge annual management fees from 0.08% to 1.0% of Client assets. Most Managers charge a flat fee while a few Managers have asset-based fee schedules. All fee arrangements are disclosed in each Managers’ respective agreement, and many of these fees are discounted from the Managers' standard management fee rate as negotiated by PSG. The Manager's management fees may be due quarterly, either in advance or in arrears. • For PSG's management of Clients' fixed income portfolios, an annual fee equal to 0.5% (0.125% quarterly) of the assets under management is charged. For specialized short duration portfolios or “holding accounts” the fee may be reduced or waived as determined and negotiated between the Client and PSG. PSG assesses fees on accrued but unpaid interest. • In certain cases, new Clients referred by Third party sources may be charged up to a 1% annual (0.25% quarterly) management fee. PSG may also negotiate fees other than those set forth above as PSG may determine in its sole discretion. PSG waives its fees for its family members and friends. • Client assets (typically cash balances) may be invested temporarily in money market funds. These money market funds automatically assess a management fee which is in addition to the fees charged by PSG as set forth above. Our fees are based on the market value of your assets under our management, including cash, accrued 6  interest, accrued dividends, and securities purchased on margin. Fees Deducted from Client Accounts Clients are billed by invoice sent to the custodian each calendar quarter for the management fee and performance allocation or fee (where applicable) as discussed in Item 5, above. The fees are paid from the relevant Client's account. A limited number of historical Clients are billed directly by invoice. Other Fees or Expenses For smaller accounts or accounts invested in specialized areas, Client assets are invested in Mutual Funds or Exchange Traded Funds. For cash balances, Client assets are invested in money market accounts, and / or where appropriate, in short- term US Treasuries. Client invested in mutual funds and money market funds pay all management, trading, custodian and other related fees and expenses, where applicable, in addition to PSG’s fees. Client assets that are invested in mutual funds are either placed in no-load mutual funds or PSG negotiates a reduction or waiver of mutual fund sales fees. In some limited instances, filing fees for SEC Fair Fund Claims may be debited from client accounts. Please refer to Item 12 for more information on brokerage practices. Prepayment of Fees The management fee paid to PSG and some of the Managers are prepaid quarterly in advance. If the investment management agreement is terminated, the management fee paid to PSG will be pro-rated and charged for that quarter only up to the date of termination. Any unearned fees will be credited back to the Client's account. Financial Planning Services Financial Planning services are typically provided at no additional costs to clients with an investment management agreement. Otherwise, Clients are charged an hourly fee of $500 per hour, but this fee is negotiable. Clients receive a monthly invoice with the fees charged. Clients generally pay by check paid and sent directly to PSG. Hedge Funds and Other Pooled Investment Vehicles The investors in the Client Funds pay PSG a quarterly management fee, in arrears, equal to 0.25% (approximately 1% annually) of the Client Funds' assets, on the last day of each calendar quarter. The Manager receives a performance allocation of 10% of each Member’s net capital appreciation after each Member receives an 8% annualized return. Management fees and performance fees are charged to the capital accounts of members of the PSG Fund and shareholders of the Offshore Fund based on the members' and shareholders' percentage interests in the respective Client Funds. The Client Funds management and performance-based fees are separate fees. These fees are also separate from the PSG and Separately Managed Account management fees described in Item 5A. PSG recognizes a conflict of interest where it is incentivized to refer Clients to its Client Funds that charge a higher fee. To mitigate this conflict, PSG does not charge a management advisory fee on client assets subject to Client Fund management and performance-based fees. PSG may, in its sole discretion, waive or reduce the fees paid by any member or shareholder of the Client Funds. PSG has previously, and may in the future, negotiate specific investment terms for some prospective investors in the Client Funds that will differ from the terms applicable to other investors. 7  Fees Deducted from Client Accounts Client Funds fees are paid from the relevant Client Fund’s account and credited or reallocated to PSG's account with the custodian. Other Fees or Expenses Each Client Fund pays for certain of its ongoing expenses, as follows: • Legal, compliance, tax, accounting, auditing and administration expenses incurred directly on its behalf; • Any extraordinary expenses (such as litigation, indemnification and other costs); • Organizational expenses; • Regarding the Offshore Fund, its proportionate share of the Master Fund's transaction and custodial expenses, as well as its proportionate share of the Master Fund's legal, compliance, tax, accounting, auditing, administrative expenses incurred directly on their behalf and any extraordinary expenses (e.g., litigation); and • Costs of the continuing offering (other than any sales commissions payable to third parties for sales of interests). The Client Funds reimburse PSG (as Investment Manager) for any administrative, operating or other expenses that it advances or incurs on the Client Fund's behalf. PSG bears its own routine expenses, including the salaries of its personnel, rent, utilities and other overhead expense. Please refer to Item 12 for more information on brokerage practices. Prepayment of Fees The Client Funds are not responsible for the prepayment of management fees. No Compensation for Sale of Securities or Other Investment Products Neither PSG nor its supervised persons accept compensation for the sale of securities or other investment products. We do not receive any compensation from SCS in connection with assets that our clients place in SCS’s pooled investment vehicles. PSG’s clients are not advisory clients of, and do not pay advisory fees to, SCS. However, our clients bear the costs of SCS’s investment vehicle or vehicles in which they are invested, including any management fees and performance fees payable to SCS. The allocation of PSG client assets to SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases SCS’s compensation and the revenue to Focus LLC relative to a situation in which our clients are excluded from SCS’s pooled investment vehicles. As a consequence, Focus LLC has a financial incentive to cause us to recommend that our clients invest in SCS’s pooled investment vehicles. We offer clients the option of obtaining cash management solutions from unaffiliated third-party financial institutions through Flourish Financial LLC (“Flourish”). No Focus affiliate will receive any compensation from Flourish that is attributable to our clients’ transactions. Further information on this conflict of interest is available in Item 10 of this Brochure. 8  Item 6: Performance-Based Fees and Side-By-Side Management Please refer to Item 5 for information regarding flat, asset based and performance-based management fees. PSG only charges a flat fee for separately managed accounts. PSG charges both flat and performance-based fees for its Client Funds. By managing both Separately Managed A c c o u n t s and Client Funds accounts, PSG has an incentive to favor clients invested in Client Fund accounts that charge both fee types. PSG mitigates this conflict by ensuring all investors in the Client Funds also maintain Separately Managed accounts, ensuring both fee account types are reviewed and analyzed together. PSG analyzes each Manager's performance at least quarterly and may rebalance a Client's account in an effort to realize the best possible investment returns for its Clients. Moreover, PSG directly manages fixed income portfolios which do not require high frequency trading. PSG allocates its time based on the needs of each Client's portfolio and specific type of activity provided to its Clients and Client Funds and has a staff of experienced investment professionals to manage its business. Item 7: Types of Clients Types of Clients and Minimum Account Size PSG provides investment advisory services to the following types of persons: Individuals; including High Net Worth Individuals, • Pension and profit-sharing plans (including ERISA plans), • Trusts, estates, or charitable organizations, • Corporations or business entities other than those listed above, and • A private university's endowment fund and plant and equipment fund. • For Separately Managed Account clients, PSG desires a minimum account size of $2 million in assets under management, although PSG does negotiate and agree to a lower minimum under certain circumstances. For Client Funds, PSG’s minimum investment is $500,000. PSG may waive or reduce the minimum investment amount in its sole discretion. Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Methods of Analysis and Investment Strategies PSG's method of analysis includes: Bond Portfolios: PSG conducts a fundamental review of bonds (corporate, municipal and government issuers) that include a review of economic and financial information of the issuers of each bond. PSG reviews information available from third-party sources including information available through FactSet and Charles Schwab & Co., Inc. PSG's analysis of economic and financial information includes, among other things, discounted cash flow, EBITDA (earnings before interest, taxes, depreciation and amortization), quality of earnings, and the issuer's capital structure. Equity Portfolios: 9  PSG conducts an extensive review of equity Managers when deciding which manager(s) will oversee the investment of a portion of Client assets. PSG reviews their historical returns, management experience, investment styles and other factors. PSG’s senior investment professionals conduct phone conferences and attend face-to-face meetings with its equity managers and attend conferences designed for hedge fund professionals to learn about particular funds. Equity Income Portfolios: The Equity Income strategy is managed internally. PSG uses third- party data to analyze and review economic, financial and other information, including, among other things: (i) economic and financial matters, discounted cash flow, distributable cash flow, growth in corporate dividends and distributions, EBITDA (earnings before interest, taxes, depreciation and amortization), quality of earnings, and the issuer's capital structure, (ii) legal and regulatory issues, (iii) industry trends for the issuer and a review of the issuer's main competitors and (iv) macro-economic considerations. PSG’s Equity Income investment team also conducts phone conferences, attend face-to-face meetings and attends conferences to learn about other participants, their management and market trends in the income-generating equity space. Investment strategies for PSG Clients by separate account and hedge fund Managers include but are not limited to: long positions (securities held over one year), short term positions (securities held less than one year), trading (securities sold within 30 days), margin transactions (using some leverage to purchase securities), option writing (including covered options, uncovered options or spreading strategies), investing temporarily in money market funds. Investment strategies by PSG for PSG Clients may include, but are not limited to, the strategies noted above regarding allocations to Equity Income (investments in MLP’s, REIT’s and utilities, among other vehicles) and fixed income allocations. Material Risks for each Significant Method of Analysis or Investment Strategies Investing in securities and following PSG's investment strategy and advice may result in a loss of some or all of a client's assets under management with PSG. Investors in the Client Funds and any future pooled investment vehicles managed by PSG may lose some or all of their investments in such funds. Clients and investors in Client Funds and such other investments managed by PSG should be able to bear such an economic loss. The Offshore Fund, rather than making investments directly, invests all of its assets in the PSG Fund, less amounts retained for operating expenses. All portfolio investments are held at the PSG Fund level. Only if this "Master-Feeder" structure is unwound would the Offshore Fund make portfolio investments directly and then such portfolio investments would be held directly by it. The master-feeder fund structure and, in particular, the existence of multiple investment vehicles investing in the same portfolio presents certain risks to investors, including the increased costs associated specifically with investing through the PSG Fund, LLC (which are borne on a pro-rata basis by the various entities investing in the PSG Fund, LLC). Moreover, where a Manager selected by PSG engages in frequent trading as a part of an investment strategy for certain Clients, the return on investment for such Clients may be lower due to increased brokerage and other transaction costs. Material Risk for Particular Types of Securities Stock Market Risk: A Client's investment in securities and other investments may be affected by general economic conditions such as prevailing economic growth, inflation and interest rates. When economic growth slows, or interest or inflation rates increase, equity securities tend to decline in value. Such events could also cause companies to decrease the dividends they pay. If these events were to occur, the total return earned on and the value of a 10  Client's investment could decline. Equity, Convertible and Preferred Securities: Investments may include long and short positions in common stocks, preferred stocks and convertible securities of U.S. and foreign issuers, as well as depositary receipts for foreign securities. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities. The market price of equity securities may be affected by general economic and market conditions, such as a broad decline in stock market prices, or by conditions affecting specific issuers, such as change in earnings forecasts. Depending on the relationship of the conversion price to the market value of the underlying securities or other factors, convertible securities and preferred shares may trade like equity securities. Moreover, PSG may select investments in equity, convertible and preferred securities without restriction as to market capitalization, including securities issued by smaller capitalization companies, including micro- cap companies. Material Risks Generally Applicable to a Fund of Hedge Funds, Possible Investments by Some Selected Managers or Individual Hedge Funds: Hedge funds are private investment companies exempt from registration under the U.S. Investment Company Act of 1940. Exempt private investment funds have very few restrictions on their investments or the risks they can take and therefore are only appropriate for sophisticated investors who are able to risk the loss of their entire investment. As funds of hedge funds, the success of the Client Funds is dependent on the skill of the underlying hedge fund managers. Use of Leverage: Client Funds may use leverage as part of their investment strategy. Although leverage would increase investment returns if an investment purchased with borrowed funds earns a greater return than the cost for the use of such funds, using leverage will decrease investment returns if the investment fails to earn as much as it costs for the use of the funds. Consequently, any event that adversely affects the value of an investment would be magnified to the extent that the investment is purchased with leverage. Therefore, using leverage will magnify the volatility of a Portfolio Fund’s investment portfolio. If the Portfolio Fund’s investments decline in value, the Portfolio Fund could be required to deposit additional collateral with the lender or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. If there is a sudden, precipitous drop in the Portfolio Fund’s assets, whether resulting from changes in market value or from redemptions, the Portfolio Fund might not be able to liquidate assets quickly enough to pay off its borrowing. Money borrowed for leveraging will also be subject to interest costs. Consequently, the level of interest rates at which funds can be borrowed will affect the operating results of the Portfolio Fund. The Portfolio Fund may be required to maintain minimum average balances for its borrowings or to pay a commitment or other fee to maintain a line of credit. Short Sales: A Portfolio Fund may attempt to limit its exposure to a possible market decline in the value of its portfolio securities through short sales of securities that the Portfolio Fund believes possess volatility characteristics similar to those being hedged. Additionally, the Portfolio Fund may use short sales for non-hedging purposes to profit from anticipated declines in prices of securities that in the view of the Portfolio Manager are overvalued. To affect a short sale, a Portfolio Fund will borrow a security from a brokerage firm, or other intermediary, to make delivery to the buyer. The Portfolio Fund then is obligated to replace the borrowed security by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the Portfolio Fund sold the security. A short sale of a security 11  involves the risk of an unlimited increase in the market price of the security, which could result in an inability to cover the short position and thus a theoretically unlimited loss. There can be no assurance that securities necessary to cover the short position will be available for purchase. Credit and Rating Risk: Investments may include debt securities or debt instruments with credit or rating risk. Credit risk relates to the ability of the issuer of a debt security to meet interest or principal payments or both as they become due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality debt securities. The lower the rating of a debt instrument, the more speculative its characteristics, and the more likely that changes in economic or other circumstances will lead to an inability of the issuer to make principal and interest payments. Options: Investments may include options contracts, so-called "synthetic" options or other derivative instruments written by broker-dealers or other financial intermediaries. Options transactions may be affected on securities exchanges or in the over-the-counter market. When options are purchased over the counter, the Client bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and, in such cases, Client may have difficulty closing out the Client’s position. Warrants: Investments may include warrants, which are derivative instruments that permit, but do not obligate, the holder to purchase other securities over a specified period of time. Warrants do not carry with them any right to dividends or voting rights. A warrant ceases to have value if it is not exercised before its expiration date. Restricted and Illiquid Investments: Investments may include restricted securities and other investments that are illiquid. Restricted securities are securities that may not be sold to the public without an effective registration statement under the U.S. Securities A c t of 1933, as amended (the "Securities Act"), or, if they are unregistered, may be sold only in a privately negotiated transaction or pursuant to an exemption from registration under the Securities Act. Where registration is required to sell a security, the Client or Client Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the Client or Client Fund may be permitted to sell a security under an effective registration statement. PSG may be unable to sell the restricted and other illiquid securities purchased for the Client or Client Fund at the most opportune times as PSG is not likely to be able to force an issuer of restricted or illiquid securities to register those securities. Derivatives: Investments may include derivatives. These are financial instruments that derive their performance from the performance of an underlying asset, index or interest rate. Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative. 12  Derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in a derivative could have a large potential impact on the performance o f a Client’s account. A Client could experience losses if derivatives do not perform as anticipated, or are not correlated with the performance of other investments that they are used to hedge, or if the Client is unable to liquidate a position because of an illiquid secondary market. The market for many derivatives often is, or suddenly can become, illiquid. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives. Distressed Securities: Investments may include "distressed securities" securities, private claims and obligations of domestic and foreign entities that are experiencing significant financial or business difficulties. Distressed securities may result in significant returns to the Clients and investors in the Client Funds but also involve substantial risk. The Clients and investors in the Client Funds may lose a substantial part or all of its investment in a distressed issuer or may be required to accept cash or securities with a value less than the Client's or Client Fund's investment. Among the risks inherent i n investments in entities experiencing significant financial or business difficulties is that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments also may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court's discretionary power to disallow, subordinate or disenfranchise particular claims. The market prices of distressed instruments are also subject to abrupt and erratic market movements and above- average price volatility, and the spread between the bid and asked prices of these instruments may be greater than normally expected. In trading distressed securities, litigation is sometimes required, which can be time-consuming, expensive, and lead to unpredictable delay or losses. Special Situations: Investments may include companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing workouts, liquidations, spin-offs, reorganizations, bankruptcies or other changes or similar transactions. In any investment opportunity involving a special situation, there is the risk that the contemplated transaction either will be unsuccessful, take considerable time or result in a distribution of cash or a new security the value of which may be less than the Client's or Client Fund's investment in the security or other financial instrument. Furthermore, if an anticipated transaction does not occur, PSG may have to sell the Client's or Client Fund's investment at a loss. Structured Securities: Investments may include structured securities. The value of the principal or interest on those securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices, or other financial indicators ("Reference") or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the Reference. The terms of the structured securities may provide in certain circumstances that no principal is due at maturity and, therefore, may result in a loss of the Client’s or Client Fund’s investment. Changes in the interest rate or principal payable at maturity may be a multiple of the changes in the value of the Reference. Consequently, structured securities may entail a greater degree of market risk than other types of fixed income securities. For a more detailed list of risk factors, investors in the Client Funds should consult the appropriate confidential offering memorandum. 13  Cybersecurity: The computer systems, networks and devices used by PSG and service providers to us and our clients to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. A client could be negatively impacted because of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to a client; impediments to trading; the inability by us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which a client invests; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, and other financial institutions; and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future. Item 9: Disciplinary Information Not Applicable. There are no criminal or civil proceedings, administrative proceedings or self- regulatory matters to report. Item 10: Other Financial Industry Activities and Affiliations As noted above in response to Item 4, certain investment vehicles affiliated with CD&R collectively are indirect majority owners of Focus, LLC, and investment vehicles affiliated with Stone Point are indirect owners of Focus LLC. Because PSG is an indirect, wholly-owned subsidiary of Focus LLC, CD&R and Stone Point investment vehicles are indirect owners of PSG. Broker-Dealer Registration Status None. Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Adviser Registration Status None. PSG relies upon exemptions from CPO registration and CTA registration. 14  Material Relationships or Arrangements with any of the following: Broker-Dealer, Municipal Securities Dealer, or Government Securities Dealer or Broker None. Investment Company or other Pooled Investment Vehicle See Item 4. Other Investment Adviser or Financial Planner See Item 4. FCM, CPO, CTA None. Cash Management Solutions Flourish Financial LLC (“Flourish”) We offer clients the option of obtaining certain financial solutions from unaffiliated third-party financial institutions through Flourish. Flourish has established deposit accounts at FDIC-member banks to offer a deposit account sweep arrangement to wealth management firms’ clients, including or clients. Flourish acts as an intermediary to facilitate our clients’ access to these cash management solutions. For services provided by Flourish to clients of other Focus firms and when legally permissible, Flourish shares a portion of this earned revenue with our affiliate, Focus Solutions Holdings, LLC (“FSH”). Such compensation to FSH is also revenue for FSH’s and our common parent company, Focus. This compensation to FSH does not come from cash management solutions provided to any of our clients. However, the volume generated by our clients’ transactions allows Focus to negotiate better terms with Flourish, which benefits Focus. We mitigate this conflict by: (1) fully and fairly disclosing the material facts concerning the above arrangements to our clients, including in this Brochure; and (2) offering Flourish’s solutions to clients on a strictly nondiscretionary and fully disclosed basis, and not as part of any discretionary investment services. Additionally, we note that clients who use Flourish’s services will receive product-specific disclosure from the third-party financial institutions and other unaffiliated third- party intermediaries that provide services to our clients. For cash management programs, certain third-party intermediaries provide administrative and settlement services to our clients. Engaging the third-party financial institutions and other intermediaries to provide cash management solutions does not alter the manner in which we treat cash for billing purposes. Clients should understand that in rare circumstances, depending on interest rates and other economic and market factors, the yields on cash management solutions could be lower than the aggregate fees and expenses charged by the third-party financial institutions, the intermediaries referenced above, and us. Consequently, in these rare circumstances, a client could experience a negative overall investment return with respect to those cash investments. Nonetheless, it might still be reasonable for a client to participate in a cash management program if the client prefers to hold cash at the third-party financial institutions rather than at other financial institutions (e.g., to take advantage of FDIC insurance). We use Flourish to facilitate cash management solutions for our clients. Accountant or Accounting Firm 15  Refer to Item 14. Lawyer or Law Firm None. Insurance Company or Agency None. Pension Consultant None. Real Estate Broker or Dealer None. Material Conflicts of Interest Relating to Other Investment Advisers PSG recommends and selects Managers for its Clients. However, PSG is not paid (directly or indirectly) any compensation by any selected Managers. Please also see Item 5 re: Compensation. PSG has no business relationship with other Focus firms that is material to our advisory business or to our clients, with one exception. As stated earlier in Items 4 and 5 of this Brochure, under certain circumstances we offer our clients the opportunity to invest in pooled investment vehicles managed by SCS. SCS provides these services to our clients pursuant to limited partnership agreements documents and in exchange for a fund-level management fee and performance fee paid by our clients and not by us. SCS, like PSG, is an indirect wholly owned subsidiary of Focus LLC and is therefore under common control with PSG. The allocation of our clients’ assets to SCS’s pooled investment vehicles, rather than to an unaffiliated investment manager, increases SCS’s compensation and the revenue to Focus LLC relative to a situation in which our clients are excluded from SCS’s pooled investment vehicles. As a consequence, Focus LLC has a financial incentive to cause PSG to recommend that our clients invest in SCS’s pooled investment vehicles, which creates a conflict of interest with those PSG clients who invest in SCS’s pooled investment vehicles. More information about Focus LLC can be found at www.focusfinancialpartners.com. We believe this conflict is mitigated because of the following factors: (1) this arrangement is based on our judgment that investing a portion of PSG clients’ assets in SCS’s investment vehicles is in the best interests of the affected clients; (2) SCS and its investment vehicles have met the due diligence and performance standards that we apply to outside, unaffiliated investment managers; (3) subject to redemption restrictions, we are willing and able to reallocate PSG client assets to other unaffiliated investment vehicles, in part or in whole, if SCS’s services become unsatisfactory in our judgment and at our sole discretion; and (4) we have fully and fairly disclosed the material facts regarding this relationship to you, including in this Brochure, and PSG clients who invest in SCS’s pooled investment vehicles have given their informed consent to those investments. Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics PSG strives to adhere to the highest industry standards of conduct based on principals of professionalism, integrity, honesty and trust. In seeking to meet these standards, PSG has adopted a Code of Ethics (the 16  "Code"). The Code incorporates (but is not limited to) the following general principles that all principals and employees are expected to uphold: • Principals, employees and affiliates must at all times place the interests of Clients (including the Client Funds) first; • All personal securities transactions must be conducted in a manner consistent with the Code; • Any actual or potential conflicts of interest; • Any abuse of a principal's or employee's position of trust and responsibility must be avoided; • Principals and employees must not take any inappropriate advantage of their positions with PSG; information concerning the identity of securities and financial circumstances of the Clients, including investors in the Client Funds, must be kept confidential (subject to any legal or regulatory requirement to disclose such information); and Independence in the investment decision-making process must be maintained at all times. • The foregoing is a partial summary of PSG's Code of Ethics. You may request a complete copy of the Code of Ethics from PSG’s Chief Compliance Officer in writing at: The Portfolio Strategy Group, LLC, 50 Main Street, Suite 1280, White Plains, NY 10606, or by calling and requesting a copy at (914) 288- 4900. Securities that PSG or A Related Person Has a Material Financial Interest PSG permits its principals and employees to invest for their own or related accounts in securities purchased for PSG's Clients, including the Client Funds. Principals and employees of PSG are prohibited from effecting personal trades in anticipation of a purchase or sell recommendation for a client or otherwise based on material non-public information. All transactions instituted by principals or employees are required to be reported to PSG's Chief Compliance Officer. PSG (and its members, employees and affiliates) may serve as investment adviser to Client accounts and conduct investment activities for its own account(s). Some Clients may have investment objectives or investment strategies similar to or different from those of PSG employees or its other Clients, including the Client Funds. PSG (and its members, employees and affiliates) may give advice or take action with respect to some Clients that differs from the action taken in employee accounts or advice given to its other Clients, including the Client Funds. To the extent a particular investment is suitable for more than one client (including PSG's members, employees and affiliates), purchased securities will be allocated among Clients in a manner which PSG determines is fair and equitable under the circumstances to all Clients involved. Investing in Securities That PSG or A Related Person Recommends to Clients Please refer to Items 10 and 11, above. Conflicts of Interest Created by Contemporaneous Trading Please refer to Item 11, above. Item 12: Brokerage Practices Selecting or Recommending Broker-Dealers for Client Transactions and Reasonableness of Broker- 17  Dealers Compensation PSG does not maintain custody of Client assets that we manage or advise, although we may be deemed to have custody of Client assets if a Client give us authority to withdraw assets from their account (see Item 15— Custody, below). Client assets must be maintained in an account at a "qualified custodian," generally a broker-dealer or bank. We routinely recommend clients custody their assets with Charles Schwab & Co. (“Schwab”), a registered broker-dealer, member SIPC, as the qualified custodian as that term is described in Rule 206(4)-2 of the Investment Advisers Act of 1940. PSG is independently owned and operated and are not affiliated with Schwab. We do not open the account for a Client, although we may assist a Client in doing so. Schwab provides custody of securities, trade execution, and clearance and settlement of transactions placed by PSG (although your account is maintained at Schwab, we can still use other brokers to execute trades for your account). In deciding to recommend Schwab, some of the factors that PSG considers include: Ability to provide accurate and timely trade order execution; • The reasonableness and competitiveness of commissions and other transaction costs; • Access to a broad range of investment products; • Access to trading desks; • • A dedicated service and back office team and its ability to process requests from PSG on behalf of its clients; • Ability to provide PSG with access to client account information through an institutional website; and • Ability to access and provide clients with electronic access to account information and investment and research tools. Reputation, financial strength, security and stability. • In addition, Schwab provides PSG clients discounted commission rates for the execution of securities transactions. In accordance with PSG’s duty of best execution, PSG seeks the most favorable price and execution for brokerage orders under the circumstances. Most favorable execution is a combination of commission rates and prompt, reliable execution. ·In selecting brokers and negotiating commission rates, PSG may take into account the broker's ability to effect transactions, commission rate, financial responsibility, responsiveness, and value of brokerage research products and services provided by the broker. Schwab makes available to PSG, without cost, trade execution services and research (both proprietary and third-party research). Neither PSG nor any Client pays additional costs or higher commissions due to the research and services PSG receives, and all research and services are used to benefit all PSG Clients. Schwab makes the foregoing research and trade execution services available to similarly situated investment advisers whose clients custody their assets with Schwab. Access to research and trade execution services is not predicated on the execution of client securities transactions. Schwab also makes available to us other products and services that benefit us, including conferences and events, publications and consultations on technology, business and compliance- related needs. Schwab provides some services itself or may arrange for third-party vendors to provide the services to us. Schwab also discounts or waives its fees for some services or pays all or a part of a third party's fees. Schwab’s provision of trade execution, research and other services provides an incentive for PSG to recommend Schwab over other broker-dealers who may not provide such products and services. 18  Schwab’s services benefit PSG because we do not have to pay for them. We nonetheless believe that the recommendation of Schwab as custodian and broker is in the best interests of our clients given the scope, quality, and price of Schwab's services overall and not only Schwab's services that benefit only us. PSG remains committed to fulfilling its duty of best execution in the recommendation of broker-dealers. Brokerage for Client Referrals Please see Item 14. Aggregation of Purchase or Sale of Securities In an effort to obtain best execution, PSG has a policy of executing trades for its various equity trade Clients in a bunched fashion. All open orders in the same direction (e.g., buy or sell) in the same security and placed at the same time will generally be bunched for execution. PSG will allocate executed bunched orders by the end of each trading day pro rata among the Clients participating in those orders. Generally, commissions paid to brokers and overall execution costs for bunched trades will be equal to or lower than those that would apply had the trades been executed individually. Aggregation and Allocation of Fixed Income Securities In customizing fixed income (bond) portfolios for its Clients, PSG does not allocate bond opportunities based on a “model” portfolio. Except for U.S. Treasury securities, bonds do not trade as efficiently nor as frequently as equities. As such, PSG purchases most bonds from Schwab’s Bond Desk. Schwab, acting as an aggregator for a significant number of bond brokers, allows PSG to view large numbers of offerings at any given time. While PSG receives lower prices when purchasing bonds via Schwab’s Bond Desk, PSG is not limited to purchasing bonds only from Schwab and does purchase bonds directly from other third- party brokers. It is PSG’s policy that all clients, in light of their particular circumstances, will receive fair and equal treatment to the fullest extent possible. Agency Cross Transactions / Agency Trades In agency cross transactions, an adviser (or an affiliate) arranges a transaction between two client accounts or between a client account and another account which, for purposes of this transaction, is not advised by PSG. Agency cross transactions may be brokered - i.e., the adviser simultaneously buys and sells the same security for two client accounts with a broker-dealer. They can also be direct - i.e., the adviser arranges a transaction in a particular security between two or more client accounts without using a broker-dealer or by going into the open market. PSG and its affiliates do not engage in agency cross transactions. However, if PSG should ever execute such a transaction, it would only be for the best interests of the Client account(s) involved. PSG does not perform agency cross transactions while acting as broker to the transaction, nor does PSG or its affiliates accept commissions or other compensation besides its advisory fee in connection with any agency cross transactions. Trade Error Correction Errors in an advisory account are corrected promptly upon discovery, in a manner where the client is made whole for any losses resulting from the error. PSG absorbs any loss if the error is due to Firm negligence. De Minimis losses due to PSG error may be absorbed by Charles Schwab upon the custodian’s discretion. All gains resulting from PSG error remain with the Client unless otherwise determined (e.g., tax consequences). All Client accounts custodied at Schwab that earn a gain in excess of $100.00 due to PSG error will have that gain donated to charity pursuant to Charles Schwab’s trading policy. 19  Item 13: Review of Accounts Frequency and Nature of Review of Client Accounts or Financial Plans A PSG employee prepares a daily download of all Client trading activity (excluding the Client Funds). Fixed income assets managed by PSG are reviewed at least monthly by a Managing Director. Client and Client Fund accounts are reviewed by a Managing Director at least quarterly. Additional reviews may occur at a Client’s request or if there are significant changes in circumstances. Basis for Client Reviews Other Than a Periodic Review PSG will review Client accounts periodically, as detailed in Item 13, above. Content and Frequency of Account Reports to Clients All Clients with the exception of Clients who are only Financial Planning services, receive: Regular brokerage confirmation slips for all transactions from the executing broker. • Monthly statements from the executing broker or custodian. Quarterly status reports from PSG that includes details of all holdings in the portfolio. • • Investors in the Client Funds receive: • At least quarterly a report concerning the Client Funds’ activities and a statement of their capital account. • Within 180 days following the end of each calendar year, investors in the Client Funds will receive annual audited financial statements, which include: For Offshore Fund investors: a statement of the valuation of the investors' holdings. For Domestic Fund investors: a statement of the investors' capital account and Schedule K-1 for preparation of their federal income tax return for the year. • • • Financial Planning Services. The Financial Planning Services are episodic in nature and do not include ongoing financial planning advice. As such, PSG does not have nay ongoing obligation to monitor client’s financial circumstances or to periodically evaluate whether the advice set forth in the financial plan continues to be appropriate or to provide review or reporting. Item 14: Client Referrals and Other Compensation Economic Benefits From Non-Client For Providing Client Services PSG’s parent company is Focus Financial Partners, LLC (“Focus”). From time to time, Focus holds partnership meetings and other industry and best-practices conferences which typically include PSG, other Focus firms and external attendees. These meetings are first and foremost intended to provide training or education to personnel of Focus firms, including PSG. However, the meetings do provide sponsorship opportunities for asset managers, asset custodians, vendors and other third-party service providers. Sponsorship fees allow these companies to advertise their products and services Focus firms, including PSG. Although the participation of Focus firm personnel in these meeting is not preconditioned on the achievement of a sales target for any conference sponsor, this practice could nonetheless be deemed a conflict as the marketing and education activities conducted, and the access granted, at such meetings and 20  conference could cause PSG to focus on those conference sponsors in the course of its duties. Focus attempts to mitigate any such conflict by allocating the sponsorship fees only to defraying the cost of the meeting or future meetings and not as revenue for itself or any affiliate, including PSG. Conference sponsorship fees are not dependent on assets being placed with any specific provider or on revenue generated by such asset placement. The following entities have provided conference sponsorship to Focus from January 1, 2024 to February 1, 2025: • • • • • • • • • • Advent Software, Inc. (includes SS&C) BlackRock, Inc. Blackstone Administrative Services Partnership L.P. Capital Integration Systems LLC (CAIS) Charles Schwab & Co., Inc. Confluence Technologies Inc. Eaton Vance Distributors, Inc. (includes Parametric Portfolio Associates) Fidelity Brokerage Services LLC and Fidelity Distributors Company LLC (includes Fidelity Institutional Asset Management and FIAM) Flourish Financial LLC Franklin Distributors, LLC (includes O’Shaughnessy Asset Management, L.L.C. (OSAM) and CANVAS) K&L Gates LLP Nuveen Securities, LLC Orion Advisor Technology, LLC Pinegrove Capital Partners LLC (includes Brookfield Oaktree Wealth Solutions) Practifi, Inc. Salus GRC, LLC Stone Ridge Asset Management LLC The Vanguard Group, Inc. TriState Capital Bank UPTIQ, Inc. • • • • • • • • • • You can access updates to the list of conference sponsors on Focus’ website through the following link: https://www.focusfinancialpartners.com/conference-sponsors. Compensation to Non-Supervised Persons for Client Referrals PSG has arrangements in place with certain third parties, called promoters, under which such promoters refer clients to us in exchange for a percentage of the advisory fees we collect from such referred clients. Such compensation creates an incentive for the promoters to refer clients to us, which is a conflict of interest for the promoters. Rule 206(4)-1 under the Advisers Act addresses this conflict of interest by, among other things, requiring disclosure of whether the promoter is a client or a non-client and a description of the material conflicts of interest and material terms of the compensation arrangement with the promoter. Accordingly, we require promoters to disclose to referred clients, in writing: whether the promoter is a client or a non-client; that the promoter will be compensated for the referral; the material conflicts of interest arising from the relationship and/or compensation arrangement; and the material terms of the compensation arrangement, including a description of the compensation to be provided for the referral. Item 15: Custody Charles Schwab & Co., Inc. (“Schwab”) serves as custodian and maintains actual custody of Client assets. Under government regulations, PSG is deemed to have custody of Client assets when you authorize PSG to instruct Schwab to deduct our advisory fees directly from your account and when you grant PSG authority 21  to move your money to another person’s account (aka standing letters of authorization or third-party wire instructions or “money movements”). PSG currently has this authority over some Client assets but is not subject to a “surprise examination” due to satisfaction of the 7 conditions outlined in the SEC’s “no action” guidance letter.1 There are some Client accounts that PSG has custody over which are subject to “surprise examination” by an independent auditor. Clients receive account statements directly from Schwab at least quarterly and the statements are sent to the email or postal mailing address provided to Schwab by the Client. Clients should carefully review their Schwab statements upon receipt, and PSG urges all Clients to review and compare their Schwab statements with the quarterly portfolio reports sent by PSG. Item 16: Investment Discretion Separately Managed Accounts Please refer to Item 4. Clients enter into investment advisory agreements with PSG, giving PSG discretionary authority over the management of Client assets. This includes discretionary authority to place orders on the Client's behalf and to engage Managers for advisory services for the Client's assets. The Client also enters into a separate investment advisory agreement with each Manager selected by PSG, which in turn conveys to that Manager discretionary authority over the Client assets allocated to that Manager. At any time, a Client can inform PSG of any securities or trade restrictions or limitations s/he wishes to place on their account. Hedge Funds and Other Pooled Investment Vehicles Please refer to Item 4. PSG is the investment manager of the Client Funds and exercises discretionary authority in managing such funds' assets. PSG is not limited in the scope of its discretionary authority over the assets of the Client Funds, except to the extent described in the Confidential Offering Memorandum of each Client Fund's investment objective and strategy. 1 http://www.sec.gov/divisions/investment/noaction/2017/investment-adviser-association-022117-206-4.htm 22  Item 17: Voting Client Securities Policies and Procedures Relating to Voting Client Securities When Clients open new accounts and grant PSG trading authority, Clients may also authorize PSG to vote proxies. Whether PSG exercises proxy voting is dependent on the client strategy. PSG accepts the authority to vote the securities of clients who are invested in the Equity Income strategy. Most of the time, PSG does not vote proxies of securities invested in the Equity Income strategy, because the firm believes that the benefit of voting the proxies are outweighed by the costs of doing so. Otherwise, voting the securities managed by third-party managers will be governed by the agreements with those managers. Certain Managers exercise their authority to vote Client proxies, and certain Managers do not. PSG has established voting policies and procedures pursuant to Rule 206(4)-6 to safeguard the best interests of its Clients. To accomplish this, PSG will provide, on request, its Proxy Policy Statement and a record of how PSG voted relating to that Client's securities. Clients can request this information from Mr. Richard Yoken or Mr. Thomas Zottner at The Portfolio Strategy Group, 50 Main Street, Suite 1280, White Plains, NY 10606. For Managers who vote Client proxies, Clients can submit their voting record and proxy policy request directly to said Manager(s). If PSG identifies a material conflict between its interests and those of a Client on any matter which PSG has proxy voting authority, PSG will abstain from voting on that matter. In such an event, the Client may decide to vote the proxy on their own behalf or may specifically instruct PSG how to vote, whether on the entire proxy or on a specific item which a conflict has been identified. The Client may also instruct PSG to abstain from voting entirely. No Authority to Vote Client Securities and Client Receipt of Proxies See Item 17, above. Item 18: Financial Information Balance Sheet PSG does not solicit fees of more than $1,200, per client, six months or more in advance. Financial Conditions Likely to Impair Ability to Meet Contractual Commitments to Clients PSG is unaware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments relating to its discretionary authority over certain Client accounts. Bankruptcy Filings PSG has not been the subject of a bankruptcy petition. 23